Cover
Cover | 6 Months Ended |
Jun. 30, 2024 | |
Entity Addresses [Line Items] | |
Entity Registrant Name | flyExclusive, Inc. |
Entity Incorporation, State or Country Code | DE |
Entity Primary SIC Number | 4522 |
Entity Tax Identification Number | 86-1740840 |
Entity Address, Address Line One | 2860 Jetport Road |
Entity Address, City or Town | Kinston |
Entity Address, State or Province | NC |
Entity Address, Postal Zip Code | 28504 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Document Type | S-1/A |
Entity Central Index Key | 0001843973 |
Amendment Flag | false |
Business Contact | |
Entity Addresses [Line Items] | |
Entity Address, Address Line One | 2860 Jetport Road |
Entity Address, City or Town | Kinston |
Entity Address, State or Province | NC |
Entity Address, Postal Zip Code | 28504 |
Contact Personnel Name | Thomas James Segrave, Jr. |
City Area Code | 252 |
Local Phone Number | 208-7715 |
Consolidated Balance Sheets
Consolidated Balance Sheets $ in Thousands | Dec. 31, 2022 USD ($) |
Current assets | |
Cash and cash equivalents | $ 23,179 |
Other receivables | 4,925 |
Notes receivable, current portion | 261 |
Parts and supplies inventory | 5,872 |
Investments in securities | 69,448 |
Prepaid engine overhauls, current portion | 5,127 |
Prepaid expenses and other current assets | 5,865 |
Total current assets | 131,761 |
Notes receivable, non-current portion, net | 4,856 |
Property and equipment, net | 252,693 |
Operating lease right-of-use assets | 51,051 |
Intangible assets, net | 2,432 |
Prepaid engine overhauls, non-current portion | 48,310 |
Other non-current assets | 484 |
Total assets | 494,216 |
Current liabilities | |
Excise tax payable | 0 |
Long-term notes payable, current portion | 23,581 |
Deferred revenue, current portion | 58,023 |
Operating lease liabilities, current portion | 9,782 |
Other current liabilities | 21,777 |
Total current liabilities | 138,695 |
Long-term notes payable, non-current portion | 222,320 |
Operating lease liabilities, non-current portion | 40,731 |
Deferred revenue, non-current portion | 2,579 |
Derivative liability | 971 |
Other non-current liabilities | 41,503 |
Total liabilities | 446,799 |
Commitments and contingencies (Note 23) | |
Temporary equity | |
Redeemable noncontrolling interest | 0 |
Stockholders' equity | |
Accumulated other comprehensive loss | (476) |
Members' equity | |
LGM Enterprises, LLC members' deficit | (4,641) |
Accumulated other comprehensive loss | (476) |
Total flyExclusive stockholders’ equity | (5,117) |
Noncontrolling interests | 52,534 |
Total stockholders’ equity | 47,417 |
Total liabilities, temporary equity and stockholders' / members' equity | 494,216 |
Nonrelated Party | |
Current assets | |
Accounts receivable, net | 14,088 |
Current liabilities | |
Accounts payable | 21,756 |
Short-term notes payable | 3,704 |
Related Party | |
Current assets | |
Accounts receivable, net | 2,996 |
Due from related parties, non-current | 2,629 |
Current liabilities | |
Accounts payable | 72 |
Short-term notes payable | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2024 | Mar. 04, 2024 | Dec. 31, 2023 | Dec. 27, 2023 | Dec. 31, 2022 |
Common Class A | |||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 | 200,000,000 | 0 | |
Common stock, issued (in shares) | 17,899,586 | 16,647,529 | 0 | ||
Common stock, outstanding (in shares) | 17,899,586 | 16,647,529 | 0 | ||
Common Class B | |||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 | 100,000,000 | 0 | |
Common stock, issued (in shares) | 59,930,000 | 59,930,000 | 0 | ||
Common stock, outstanding (in shares) | 59,930,000 | 59,930,000 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2023 | Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 27, 2023 | Dec. 26, 2023 | Dec. 31, 2022 | ||||
Income Statement [Abstract] | |||||||||||||
Revenue | $ 79,013 | $ 100,338 | $ 158,985 | $ 177,370 | $ 315,362 | $ 320,042 | |||||||
Costs and expenses | |||||||||||||
Cost of revenue | 72,755 | 65,084 | 146,989 | 130,274 | 264,176 | 255,441 | |||||||
Selling, general and administrative | 21,490 | 18,554 | 46,673 | 34,485 | 75,430 | 53,794 | |||||||
Depreciation and amortization | 6,682 | 7,062 | 13,173 | 13,477 | 26,982 | 23,114 | |||||||
Total costs and expenses | 100,855 | 89,938 | 208,252 | 175,371 | 366,588 | 332,349 | |||||||
Loss from operations | (21,842) | 10,400 | (49,267) | 1,999 | (51,226) | (12,307) | |||||||
Other income (expense) | |||||||||||||
Interest income | 1,162 | 1,099 | 2,440 | 2,193 | 4,629 | 782 | |||||||
Interest expense | (5,666) | (5,312) | (10,321) | (9,927) | (22,223) | (8,291) | |||||||
Gain on forgiveness of CARES Act loan | 0 | 339 | 0 | 339 | 339 | 0 | |||||||
(Losses) gains on aircraft sold | 13,905 | 15,333 | |||||||||||
Gain on lease termination | 138 | 29 | 29 | 143 | |||||||||
Change in fair value of derivative liability | 0 | (509) | 0 | 107 | (14,589) | $ (14,589) | 470 | ||||||
Change in fair value of warrant liabilities | (899) | 0 | (3,679) | 0 | (334) | 0 | |||||||
Gain on extinguishment of debt | 14,843 | 0 | |||||||||||
Other income (expense) | (609) | (192) | (17) | (592) | (111) | (282) | |||||||
Total other expense, net | (6,012) | (4,575) | (11,577) | (7,880) | (3,512) | 8,155 | |||||||
Loss before income taxes | (27,854) | 5,825 | (60,844) | (5,881) | (54,738) | (4,152) | |||||||
Income tax benefit | 0 | 0 | 0 | 0 | 0 | 0 | |||||||
Net loss | $ 1,287 | (27,854) | 5,825 | (60,844) | (5,881) | (54,738) | $ (56,025) | [1] | (4,152) | ||||
Less: Net loss attributable to redeemable noncontrolling interests | 1,080 | (20,501) | 0 | (42,200) | 0 | 1,080 | 0 | 0 | |||||
Less: Net loss attributable to noncontrolling interests | (2,200) | (1,722) | (7,650) | (4,259) | (8,983) | (10,200) | |||||||
Net loss attributable to flyExclusive, Inc. | 299 | (5,153) | 7,547 | (10,994) | (1,622) | (46,835) | [2] | (47,134) | 6,048 | [2] | |||
Other comprehensive loss | |||||||||||||
Unrealized gains (losses) on available-for-sale debt securities | $ 251 | (24) | $ (169) | (73) | (192) | 17 | 407 | $ 156 | (476) | ||||
Comprehensive loss attributable to flyExclusive, Inc. | $ (5,177) | $ 7,474 | $ (11,186) | $ (1,605) | $ (46,428) | $ 5,572 | |||||||
[1] The Merger occurred on December 27, 2023. As a result, net loss for the year ended December 31, 2023 was attributed to the pre-Merger period from January 1, 2023 through December 27, 2023 and to the post-Merger period from December 28, 2023 through December 31, 2023. During the pre-Merger period, net loss was attributable to LGM Enterprises, LLC and its noncontrolling interests. During the post-Merger period, net income was attributable to flyExclusive, Inc. and its noncontrolling interests and redeemable noncontrolling interest. Refer to the table below for the attribution of net income (loss) to controlling interests (LGM Enterprises, LLC for the pre-Merger period and flyExclusive, Inc. for the post-Merger period), noncontrolling interests, and redeemable noncontrolling interest during the pre-Merger and post-Merger periods. (In thousands) Controlling Interests Noncontrolling Redeemable noncontrolling interest Total Net loss of LGM Enterprises, LLC attributed to the pre-Merger period from January 1, 2023 through December 27, 2023 $ (47,134) $ (8,891) $ — $ (56,025) Net income (loss) of flyExclusive, Inc. attributed to the post-Merger period from December 28, 2023 through December 31, 2023. 299 (92) 1,080 1,287 Total net income (loss) for the year ended December 31, 2023 $ (46,835) $ (8,983) $ 1,080 $ (54,738) Basic and diluted earnings per share has not been presented for any period in the consolidated statements of operations and comprehensive income (loss). As a result of the Merger (as defined in Note 3, "Merger"), the Company's capital structure was significantly altered. The Company determined that presenting earnings per share for periods prior to the Merger and for the five-day period from the Closing Date to December 31, 2023 would not result in values meaningful to the users of the consolidated financial statements. See Earnings per Share in Note 2, "Summary of Significant Accounting Policies" for further discussion. |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity (Deficit) / Members' Equity (Deficit) and Temporary Equity - USD ($) $ in Thousands | Total | Common Class A | Common Class B | Total flyExclusive stockholders’ equity (deficit) | Common Stock Common Class A | Common Stock Common Class B | LGM Enterprises, LLC members' deficit | Additional paid-in capital | Accumulated other comprehensive loss | Accumulated deficit | Noncontrolling Interests | |
Ending balance at Dec. 31, 2022 | $ 0 | |||||||||||
Beginning balance at Dec. 31, 2021 | 49,687 | $ (11,715) | $ (11,737) | $ 22 | $ 61,402 | |||||||
Permanent Equity | ||||||||||||
Contributions from non controlling interests | 24,627 | 10,078 | 10,078 | 14,549 | ||||||||
Distributions to non controlling interests | (22,254) | (9,037) | (9,037) | (13,217) | ||||||||
Other | 7 | 7 | 7 | |||||||||
Net Income (loss) | (4,650) | 5,550 | 6,048 | (498) | (10,200) | |||||||
Unrealized gains (losses) on available-for-sale debt securities | (476) | |||||||||||
Net income (loss) | (4,152) | |||||||||||
Change in redemption value of redeemable noncontrolling interest | 0 | |||||||||||
Excise tax payable | 0 | |||||||||||
Ending balance (in shares) at Dec. 31, 2022 | 0 | 0 | ||||||||||
Ending balance at Dec. 31, 2022 | 47,417 | (5,117) | (4,641) | (476) | 52,534 | |||||||
Permanent Equity | ||||||||||||
Contributions from non controlling interests | 7,823 | 115 | 115 | 7,708 | ||||||||
Distributions to non controlling interests | (24,692) | (21,619) | (21,619) | (3,073) | ||||||||
Net Income (loss) | (11,706) | (9,169) | (9,169) | (2,537) | ||||||||
Ending balance at Mar. 31, 2023 | 18,932 | (35,700) | (35,314) | (386) | 54,632 | |||||||
Beginning balance at Dec. 31, 2022 | 0 | |||||||||||
Beginning balance (in shares) at Dec. 31, 2022 | 0 | 0 | ||||||||||
Beginning balance at Dec. 31, 2022 | 47,417 | (5,117) | (4,641) | (476) | 52,534 | |||||||
Permanent Equity | ||||||||||||
Unrealized gains (losses) on available-for-sale debt securities | 17 | |||||||||||
Net income (loss) | (5,881) | |||||||||||
Change in redemption value of redeemable noncontrolling interest | 0 | |||||||||||
Ending balance at Jun. 30, 2023 | 13,146 | (33,729) | (33,270) | (459) | 46,875 | |||||||
Beginning balance at Dec. 31, 2022 | 0 | |||||||||||
Ending balance at Dec. 27, 2023 | (42,431) | |||||||||||
Beginning balance (in shares) at Dec. 31, 2022 | 0 | 0 | ||||||||||
Beginning balance at Dec. 31, 2022 | 47,417 | (5,117) | (4,641) | (476) | 52,534 | |||||||
Permanent Equity | ||||||||||||
Contributions from non controlling interests | 13,500 | 3,959 | 3,959 | 9,541 | ||||||||
Distributions to non controlling interests | (61,630) | (40,251) | (40,251) | (21,379) | ||||||||
Aircraft trades | 0 | 7,319 | 7,319 | (7,319) | ||||||||
Unrealized gains (losses) on available-for-sale debt securities | 156 | 156 | 156 | |||||||||
Net income (loss) | [1] | (56,025) | (47,134) | (47,134) | (8,891) | |||||||
Beginning balance at Dec. 31, 2022 | 0 | |||||||||||
Ending balance at Dec. 31, 2023 | (35,525) | |||||||||||
Beginning balance (in shares) at Dec. 31, 2022 | 0 | 0 | ||||||||||
Beginning balance at Dec. 31, 2022 | 47,417 | (5,117) | (4,641) | (476) | 52,534 | |||||||
Permanent Equity | ||||||||||||
Unrealized gains (losses) on available-for-sale debt securities | 407 | |||||||||||
Net income (loss) | (54,738) | |||||||||||
Change in redemption value of redeemable noncontrolling interest | (5,826) | |||||||||||
Excise tax payable | (1,032) | |||||||||||
Ending balance (in shares) at Dec. 31, 2023 | 16,647,529 | 59,930,000 | 16,647,529 | 59,930,000 | ||||||||
Ending balance at Dec. 31, 2023 | 70,855 | 46,461 | $ 2 | $ 6 | $ 126,978 | (69) | $ (80,456) | 24,394 | ||||
Beginning balance at Mar. 31, 2023 | 18,932 | (35,700) | (35,314) | (386) | 54,632 | |||||||
Permanent Equity | ||||||||||||
Contributions from non controlling interests | 853 | 210 | 210 | 643 | ||||||||
Distributions to non controlling interests | (12,391) | (5,713) | (5,713) | (6,678) | ||||||||
Net Income (loss) | 5,825 | 7,547 | 7,547 | (1,722) | ||||||||
Unrealized gains (losses) on available-for-sale debt securities | (73) | |||||||||||
Net income (loss) | 5,825 | |||||||||||
Ending balance at Jun. 30, 2023 | 13,146 | (33,729) | $ (33,270) | (459) | 46,875 | |||||||
Beginning balance at Dec. 27, 2023 | (42,431) | |||||||||||
Temporary Equity | ||||||||||||
Change in redemption value of redeemable noncontrolling interest | 5,826 | |||||||||||
Net Income (loss) | [1] | 1,080 | ||||||||||
Ending balance at Dec. 31, 2023 | (35,525) | |||||||||||
Permanent Equity | ||||||||||||
Unrealized gains (losses) on available-for-sale debt securities | 251 | 251 | 251 | |||||||||
Net income (loss) | 1,287 | |||||||||||
Change in redemption value of redeemable noncontrolling interest | (5,826) | (5,826) | (5,826) | |||||||||
Excise tax payable | (1,032) | (1,032) | (1,032) | |||||||||
Net Income (loss) | [1] | 207 | 299 | 299 | (92) | |||||||
Ending balance (in shares) at Dec. 31, 2023 | 16,647,529 | 59,930,000 | 16,647,529 | 59,930,000 | ||||||||
Ending balance at Dec. 31, 2023 | 70,855 | 46,461 | $ 2 | $ 6 | 126,978 | (69) | (80,456) | 24,394 | ||||
Temporary Equity | ||||||||||||
Change in redemption value of redeemable noncontrolling interest | 192,364 | |||||||||||
Net Income (loss) | (21,699) | |||||||||||
Ending balance at Mar. 31, 2024 | 135,140 | |||||||||||
Permanent Equity | ||||||||||||
Contributions from non controlling interests | 157 | 157 | ||||||||||
Distributions to non controlling interests | (2,455) | (2,455) | ||||||||||
Unrealized gains (losses) on available-for-sale debt securities | (169) | (169) | (169) | |||||||||
Merger, net of redemptions and transaction costs | 0 | |||||||||||
Issuance of Class A common stock upon conversion of Bridge Notes (in shares) | 277,447 | |||||||||||
Exchange of warrants for Class A common stock | 371 | 371 | 371 | |||||||||
Change in redemption value of redeemable noncontrolling interest | (192,364) | (192,364) | (129,667) | (62,697) | ||||||||
Net Income (loss) | (11,291) | (5,841) | (5,841) | (5,450) | ||||||||
Ending balance (in shares) at Mar. 31, 2024 | 17,892,021 | 59,930,000 | ||||||||||
Ending balance at Mar. 31, 2024 | (134,297) | (149,509) | $ 2 | $ 6 | 0 | (238) | (149,279) | 15,212 | ||||
Beginning balance at Dec. 31, 2023 | (35,525) | |||||||||||
Ending balance at Jun. 30, 2024 | 108,982 | |||||||||||
Beginning balance (in shares) at Dec. 31, 2023 | 16,647,529 | 59,930,000 | 16,647,529 | 59,930,000 | ||||||||
Beginning balance at Dec. 31, 2023 | 70,855 | 46,461 | $ 2 | $ 6 | 126,978 | (69) | (80,456) | 24,394 | ||||
Permanent Equity | ||||||||||||
Unrealized gains (losses) on available-for-sale debt securities | (192) | |||||||||||
Net income (loss) | (60,844) | |||||||||||
Change in redemption value of redeemable noncontrolling interest | (186,707) | |||||||||||
Ending balance (in shares) at Jun. 30, 2024 | 17,899,586 | 59,930,000 | 17,899,586 | 59,930,000 | ||||||||
Ending balance at Jun. 30, 2024 | (137,380) | (149,705) | $ 2 | $ 6 | 0 | (262) | (149,451) | 12,325 | ||||
Beginning balance at Mar. 31, 2024 | 135,140 | |||||||||||
Temporary Equity | ||||||||||||
Net Income (loss) | (20,501) | |||||||||||
Ending balance at Jun. 30, 2024 | 108,982 | |||||||||||
Beginning balance (in shares) at Mar. 31, 2024 | 17,892,021 | 59,930,000 | ||||||||||
Beginning balance at Mar. 31, 2024 | (134,297) | (149,509) | $ 2 | $ 6 | 0 | (238) | (149,279) | 15,212 | ||||
Permanent Equity | ||||||||||||
Contributions from non controlling interests | 103 | 103 | ||||||||||
Distributions to non controlling interests | (3,734) | (3,734) | ||||||||||
Unrealized gains (losses) on available-for-sale debt securities | (24) | (24) | (24) | |||||||||
Net income (loss) | (27,854) | |||||||||||
Change in redemption value of redeemable noncontrolling interest | 5,657 | 5,657 | (291) | 5,948 | ||||||||
Net Income (loss) | (7,353) | (5,153) | (5,153) | (2,200) | ||||||||
Ending balance (in shares) at Jun. 30, 2024 | 17,899,586 | 59,930,000 | 17,899,586 | 59,930,000 | ||||||||
Ending balance at Jun. 30, 2024 | $ (137,380) | $ (149,705) | $ 2 | $ 6 | $ 0 | $ (262) | $ (149,451) | $ 12,325 | ||||
[1] The Merger occurred on December 27, 2023. As a result, net loss for the year ended December 31, 2023 was attributed to the pre-Merger period from January 1, 2023 through December 27, 2023 and to the post-Merger period from December 28, 2023 through December 31, 2023. During the pre-Merger period, net loss was attributable to LGM Enterprises, LLC and its noncontrolling interests. During the post-Merger period, net income was attributable to flyExclusive, Inc. and its noncontrolling interests and redeemable noncontrolling interest. Refer to the table below for the attribution of net income (loss) to controlling interests (LGM Enterprises, LLC for the pre-Merger period and flyExclusive, Inc. for the post-Merger period), noncontrolling interests, and redeemable noncontrolling interest during the pre-Merger and post-Merger periods. (In thousands) Controlling Interests Noncontrolling Redeemable noncontrolling interest Total Net loss of LGM Enterprises, LLC attributed to the pre-Merger period from January 1, 2023 through December 27, 2023 $ (47,134) $ (8,891) $ — $ (56,025) Net income (loss) of flyExclusive, Inc. attributed to the post-Merger period from December 28, 2023 through December 31, 2023. 299 (92) 1,080 1,287 Total net income (loss) for the year ended December 31, 2023 $ (46,835) $ (8,983) $ 1,080 $ (54,738) |
Consolidated Statements of Sh_2
Consolidated Statements of Shareholders' Equity (Deficit) / Members' Equity (Deficit) and Temporary Equity (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 27, 2023 | Dec. 31, 2022 | ||||
Statement of Stockholders' Equity [Abstract] | |||||||||||
Net income (loss) attributable to parent | $ 299 | $ (5,153) | $ 7,547 | $ (10,994) | $ (1,622) | $ (46,835) | [1] | $ (47,134) | $ 6,048 | [1] | |
Net loss attributable to noncontrolling interest | (92) | (2,200) | (1,722) | (7,650) | (4,259) | (8,983) | (8,891) | (10,200) | |||
Net income (loss) attributable to redeemable noncontrolling interest | 1,080 | (20,501) | 0 | (42,200) | 0 | 1,080 | 0 | 0 | |||
Net income (loss) | $ 1,287 | $ (27,854) | $ 5,825 | $ (60,844) | $ (5,881) | $ (54,738) | $ (56,025) | [2] | $ (4,152) | ||
[1] Basic and diluted earnings per share has not been presented for any period in the consolidated statements of operations and comprehensive income (loss). As a result of the Merger (as defined in Note 3, "Merger"), the Company's capital structure was significantly altered. The Company determined that presenting earnings per share for periods prior to the Merger and for the five-day period from the Closing Date to December 31, 2023 would not result in values meaningful to the users of the consolidated financial statements. See Earnings per Share in Note 2, "Summary of Significant Accounting Policies" for further discussion. The Merger occurred on December 27, 2023. As a result, net loss for the year ended December 31, 2023 was attributed to the pre-Merger period from January 1, 2023 through December 27, 2023 and to the post-Merger period from December 28, 2023 through December 31, 2023. During the pre-Merger period, net loss was attributable to LGM Enterprises, LLC and its noncontrolling interests. During the post-Merger period, net income was attributable to flyExclusive, Inc. and its noncontrolling interests and redeemable noncontrolling interest. Refer to the table below for the attribution of net income (loss) to controlling interests (LGM Enterprises, LLC for the pre-Merger period and flyExclusive, Inc. for the post-Merger period), noncontrolling interests, and redeemable noncontrolling interest during the pre-Merger and post-Merger periods. (In thousands) Controlling Interests Noncontrolling Redeemable noncontrolling interest Total Net loss of LGM Enterprises, LLC attributed to the pre-Merger period from January 1, 2023 through December 27, 2023 $ (47,134) $ (8,891) $ — $ (56,025) Net income (loss) of flyExclusive, Inc. attributed to the post-Merger period from December 28, 2023 through December 31, 2023. 299 (92) 1,080 1,287 Total net income (loss) for the year ended December 31, 2023 $ (46,835) $ (8,983) $ 1,080 $ (54,738) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Cash flows from operating activities: | |||
Net loss | $ (54,738) | $ (4,152) | |
Adjustments to reconcile net loss to net cash from operating activities: | |||
Depreciation and amortization | 26,982 | 23,114 | |
Amortization of contract costs | 827 | 653 | |
Non-cash interest income | (2,983) | 0 | |
Non-cash interest expense | 9,949 | 2,338 | |
Non-cash rent expense | 18,278 | 12,986 | |
Gain on sale of property and equipment | (13,905) | (15,333) | |
Gain on lease termination | (29) | (143) | |
Change in fair value of derivative liability | 14,589 | (470) | |
Provision for credit losses | 2,557 | 30 | |
Realized losses on investment securities | 238 | 400 | |
Change in fair value of warrant liability | 334 | 0 | |
Gain on extinguishment of debt | (14,843) | 0 | |
Stock-based compensation | 882 | 0 | |
Gain on forgiveness of CARES Act loan | (339) | 0 | |
Changes in operating assets and liabilities, net of effects from acquisitions: | |||
Other receivables | 465 | (5,680) | |
Parts and supplies inventory | 730 | (3,892) | |
Prepaid expenses and other current assets | 344 | (1,981) | |
Operating lease liabilities | (16,353) | (12,784) | |
Other assets | (187) | (551) | |
Other current liabilities | 2,416 | 11,757 | |
Other non-current liabilities | 13,051 | 3,664 | |
Net cash flows from operating activities | 8,665 | 45,639 | |
Cash flows from investing activities: | |||
Capitalized development costs | (802) | (520) | |
Purchases of property and equipment | (83,636) | (145,970) | |
Proceeds from sales of property and equipment | 41,964 | 60,542 | |
Purchases of engine overhauls | (20,791) | (21,104) | |
Purchases of investments | (103,951) | (70,457) | |
Proceeds from sale of investments | 105,185 | 10,243 | |
Net cash flows from investing activities | (62,031) | (167,266) | |
Cash flows from financing activities: | |||
Proceeds from Merger, net of transaction costs | 8,350 | 0 | |
Proceeds from issuance of debt | 131,840 | 88,197 | |
Repayment of debt | (56,660) | (51,952) | |
Proceeds from issuance of Bridge Notes | 0 | 85,000 | |
Payment of deferred financing costs | (3,261) | (71) | |
Payment of debt issuance costs | (1,096) | (133) | |
Proceeds from notes receivable noncontrolling interest | 4,181 | 261 | |
Cash contributions from members | 3,959 | 10,078 | |
Cash distributions to members | (33,662) | (9,037) | |
Cash contributions - noncontrolling interests | 9,541 | 14,549 | |
Cash distributions - noncontrolling interests | (21,379) | (13,217) | |
Net cash flows from financing activities | 41,813 | 123,675 | |
Net decrease in cash and cash equivalents | (11,553) | 2,048 | |
Cash and cash equivalents at beginning of period | 23,179 | 21,131 | |
Cash and cash equivalents at end of period | 11,626 | 23,179 | |
Supplemental disclosure of cash flow information: | |||
Cash paid for interest | 12,274 | 5,953 | |
Non-cash investing and financing activities: | |||
Reclassification of LGM Enterprises, LLC members' deficit to accumulated deficit in connection with the Merger | 80,748 | 0 | |
Non-cash directors and officers insurance | 2,518 | 0 | |
Conversion of Bridge Notes held by affiliates of EGA Sponsor into shares of flyExclusive Class A common stock in connection with the Merger | 83,267 | 0 | |
Conversion of Bridge Notes held by non-affiliates into shares of flyExclusive Class A common stock in connection with the Merger | 12,236 | 0 | |
Conversion of LGM Common Units to flyExclusive Class B Common Stock in connection with the Merger | 6 | 0 | |
Initial value of short-term notes payable - related party recognized in connection with the Merger | 3,947 | 0 | |
Initial public and private placement warrant liabilities recognized in connection with the Merger | 2,248 | 0 | |
Exchange of EGA public warrants for flyExclusive Class A common stock | 82 | 0 | |
Redeemable noncontrolling interest resulting from the Merger | 42,431 | 0 | |
Change in redemption value of redeemable noncontrolling interest | 5,826 | 0 | |
Excise tax payable | 1,032 | 0 | |
Non-cash transfer of aircraft and related debt | [1] | 6,589 | 0 |
Payable to underwriter as reimbursement for shares purchased on Closing Date | 17 | 0 | |
Equity-classified obligation - Amended Underwriting Agreement | 3,324 | 0 | |
Prepaid expenses assumed in connection with the Merger | 70 | 0 | |
Accounts payable assumed in connection with the Merger | 1,092 | 0 | |
Other current liabilities assumed in connection with the Merger | 1,642 | 0 | |
Non-cash impact of specific incremental costs directly attributable to the offering of securities in connection with the closing of the Merger as reduction to APIC | 4,528 | 0 | |
Transfers from prepaid engine overhaul to property and equipment | 11,409 | 10,274 | |
Change in purchases of property and equipment in accounts payable | 930 | 994 | |
Unrealized change in fair value of available-for-sale securities | 407 | 498 | |
Initial fair value of derivative liability | 0 | 1,441 | |
Debt issuance costs included in accounts payable | 0 | 260 | |
Right of use asset impact for new leases | 48,807 | 16,801 | |
Non-cash exchanges of aircraft ownership interests | 7,319 | 0 | |
Non-cash aircraft sale-leaseback transactions | 23,100 | 0 | |
Fractional Ownership | |||
Changes in operating assets and liabilities, net of effects from acquisitions: | |||
Deferred revenue | 33,338 | 27,807 | |
Guaranteed Revenue Program | |||
Changes in operating assets and liabilities, net of effects from acquisitions: | |||
Deferred revenue | (37,500) | 12,500 | |
Private Placement Warrants | |||
Adjustments to reconcile net loss to net cash from operating activities: | |||
Change in fair value of warrant liability | 130 | 0 | |
Public Warrants | |||
Adjustments to reconcile net loss to net cash from operating activities: | |||
Change in fair value of warrant liability | 204 | 0 | |
Nonrelated Party | |||
Changes in operating assets and liabilities, net of effects from acquisitions: | |||
Accounts receivable | 13,240 | (6,256) | |
Accounts payable | 7,680 | 4,454 | |
Related Party | |||
Changes in operating assets and liabilities, net of effects from acquisitions: | |||
Accounts receivable | 3,714 | (2,867) | |
Accounts payable | $ (72) | $ 45 | |
[1] Cash distributions to members for the year ended December 31, 2023 excludes the non-cash distribution to members of an aircraft, net of the aircraft's related debt, of $6,589. As such, total cash and non-cash distributions to members totaled $40,429, which consist of the non-cash distributions of $6,589 plus the cash distributions of $33,662. |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Current assets | ||||
Cash and cash equivalents | $ 9,339 | $ 11,626 | $ 23,179 | |
Other receivables | 5,526 | 4,460 | 4,925 | |
Notes receivable, current portion | 155 | 301 | 261 | |
Parts and supplies inventory | 6,050 | 5,142 | 5,872 | |
Investments in securities | 69,431 | 71,230 | 69,448 | |
Prepaid engine overhauls, current portion | 14,498 | 14,522 | 5,127 | |
Aircraft held for sale, current portion | 15,227 | 0 | ||
Prepaid expenses and other current assets | 5,394 | 6,752 | 5,865 | |
Total current assets | 128,427 | 116,793 | 131,761 | |
Notes receivable, non-current portion, net | 6,148 | 21,177 | 4,856 | |
Property and equipment, net | 251,476 | 253,976 | 252,693 | |
Aircraft held for sale, non-current portion | 6,744 | 0 | ||
Operating lease right-of-use assets | 68,205 | 84,649 | 51,051 | |
Intangible assets, net | 1,907 | 2,234 | 2,432 | |
Prepaid engine overhauls, non-current portion | 31,072 | 41,531 | 48,310 | |
Other non-current assets | 743 | 670 | 484 | |
Total assets | 494,722 | 521,030 | 494,216 | |
Current liabilities | ||||
Accounts payable | 30,682 | 30,172 | ||
Excise tax payable | 1,032 | 1,032 | 0 | |
Long-term notes payable, current portion | 22,753 | 26,471 | 23,581 | |
Deferred revenue, current portion | 79,386 | 83,914 | 58,023 | |
Operating lease liabilities, current portion | 15,221 | 17,907 | 9,782 | |
Other current liabilities | 24,445 | 28,705 | 21,777 | |
Total current liabilities | 201,973 | 221,536 | 138,695 | |
Long-term notes payable, non-current portion | 166,818 | 222,320 | ||
Operating lease liabilities, non-current portion | 54,017 | 68,100 | 40,731 | |
Deferred revenue, non-current portion | 11,757 | 10,026 | 2,579 | |
Derivative liability | 5,226 | 2,508 | 971 | |
Other non-current liabilities | 23,102 | 16,712 | 41,503 | |
Total liabilities | 501,502 | 485,700 | 446,799 | |
Commitments and contingencies (Note 23) | ||||
Temporary equity | ||||
Redeemable noncontrolling interest | 108,982 | (35,525) | 0 | |
Series A preferred stock, par value $0.0001; 25,000,000 authorized and 25,000 shares authorized issued and outstanding, respectively | 21,618 | 0 | ||
Stockholders' equity | ||||
Accumulated other comprehensive loss | (262) | (69) | (476) | |
Additional paid-in capital | 0 | 126,978 | ||
Accumulated deficit | (149,451) | (80,456) | ||
Total flyExclusive stockholders’ (deficit) / equity | (149,705) | 46,461 | ||
Noncontrolling interests | 12,325 | 24,394 | ||
Total stockholders’ (deficit) / equity | (137,380) | 70,855 | ||
Total liabilities, temporary equity and stockholders' / members' equity | 494,722 | 521,030 | 494,216 | |
Common Class A | ||||
Stockholders' equity | ||||
Common stock | 2 | 2 | [1] | |
Common Class B | ||||
Stockholders' equity | ||||
Common stock | 6 | 6 | ||
Nonrelated Party | ||||
Current assets | ||||
Accounts receivable, net | 1,037 | 849 | 14,088 | |
Current liabilities | ||||
Accounts payable | 30,172 | 21,756 | ||
Short-term notes payable | 6,159 | 14,396 | 3,704 | |
Long-term notes payable, non-current portion | 183,560 | 166,818 | ||
Related Party | ||||
Current assets | ||||
Accounts receivable, net | 1,770 | 1,911 | 2,996 | |
Current liabilities | ||||
Accounts payable | 0 | 72 | ||
Short-term notes payable | 22,295 | 18,939 | $ 0 | |
Long-term notes payable, non-current portion | $ 21,867 | $ 0 | ||
[1] Equity interests issued and outstanding for periods prior to the date of the Merger have not been retroactively restated to give effect to the reverse recapitalization. Prior to the closing of the Merger (as defined in Note 3, "Merger"), the legal structure of LGM was a limited liability company with ownership interests consisting of members' units. Application of an exchange ratio of members' units for shares of common stock for periods prior to the Merger would not be representative of the capital structure of the Company after the Merger. See Note 3, "Merger," for further discussion. |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2024 | Mar. 04, 2024 | Dec. 31, 2023 | Dec. 27, 2023 | Dec. 31, 2022 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||
Preferred stock, shares authorized (in shares) | 25,000,000 | 25,000,000 | |||
Preferred stock, shares issued (in shares) | 25,000 | 25,000 | |||
Preferred stock, shares outstanding (in shares) | 25,000 | 25,000 | |||
Common Class A | |||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 | 200,000,000 | 0 | |
Common stock, issued (in shares) | 17,899,586 | 16,647,529 | 0 | ||
Common stock, outstanding (in shares) | 17,899,586 | 16,647,529 | 0 | ||
Common Class B | |||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 | 100,000,000 | 0 | |
Common stock, issued (in shares) | 59,930,000 | 59,930,000 | 0 | ||
Common stock, outstanding (in shares) | 59,930,000 | 59,930,000 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | ||
Income Statement [Abstract] | |||||
Revenue | $ 79,013 | $ 100,338 | $ 158,985 | $ 177,370 | |
Costs and expenses | |||||
Cost of revenue | 72,755 | 65,084 | 146,989 | 130,274 | |
Selling, general and administrative | 21,490 | 18,554 | 46,673 | 34,485 | |
Depreciation and amortization | 6,682 | 7,062 | 13,173 | 13,477 | |
Loss (gain) on aircraft held for sale | (72) | (762) | 1,417 | (2,865) | |
Total costs and expenses | 100,855 | 89,938 | 208,252 | 175,371 | |
Loss from operations | (21,842) | 10,400 | (49,267) | 1,999 | |
Other income (expense) | |||||
Interest income | 1,162 | 1,099 | 2,440 | 2,193 | |
Interest expense | (5,666) | (5,312) | (10,321) | (9,927) | |
Gain on forgiveness of CARES Act loan | 0 | 339 | 0 | 339 | |
Change in fair value of derivative liability | 0 | (509) | 0 | 107 | |
Change in fair value of warrant liabilities | (899) | 0 | (3,679) | 0 | |
Other income (expense) | (609) | (192) | (17) | (592) | |
Total other expense, net | (6,012) | (4,575) | (11,577) | (7,880) | |
Loss before income taxes | (27,854) | 5,825 | (60,844) | (5,881) | |
Income tax benefit | 0 | 0 | 0 | 0 | |
Net income (loss) | (27,854) | 5,825 | (60,844) | (5,881) | |
Less: Net loss attributable to redeemable noncontrolling interests | (20,501) | 0 | (42,200) | 0 | |
Less: Net loss attributable to noncontrolling interests | (2,200) | (1,722) | (7,650) | (4,259) | |
Net income (loss) attributable to parent | (5,153) | 7,547 | (10,994) | (1,622) | |
Add: Series A Preferred Dividends | (972) | 0 | (1,257) | 0 | |
Net loss attributable to common stockholders | (6,125) | 7,547 | (12,251) | (1,622) | |
Net loss attributable to common stockholders | $ (6,125) | 7,547 | $ (12,251) | (1,622) | |
Basic and Diluted Earnings Per Share* | |||||
Earnings per share, basic (in shares) | [1] | $ (0.32) | $ (0.67) | ||
Earnings per share, diluted (in shares) | [1] | $ (0.32) | $ (0.67) | ||
Weighted Average Common Shares Outstanding (Basic & Diluted)* | |||||
Weighted average number of shares outstanding, basic (in dollars per share) | [1] | 19,169,742 | 18,237,732 | ||
Weighted average number of shares outstanding, diluted (in dollars per share) | [1] | 19,169,742 | 18,237,732 | ||
Other comprehensive loss | |||||
Net loss attributable to flyExclusive, Inc. | $ (5,153) | 7,547 | $ (10,994) | (1,622) | |
Unrealized gains (losses) on available-for-sale debt securities | (24) | (73) | (192) | 17 | |
Comprehensive loss attributable to flyExclusive, Inc. | $ (5,177) | $ 7,474 | $ (11,186) | $ (1,605) | |
[1] Basic and diluted earnings (loss) per share has not been presented for the three and six months ended June 30, 2023 in the condensed consolidated statements of operations and comprehensive income (loss) (unaudited). As a result of the Merger (as defined in Note 4 "Merger"), the Company's capital structure was significantly altered. The Company determined that presenting earnings per share for periods prior to the Merger would not result in values meaningful to the users of the condensed consolidated financial statements (unaudited). See Earnings per Share in Note 2 "Summary of Significant Accounting Policies" and Note 3 "Earnings (Loss) Per Share" for further discussion. |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Shareholders' Equity (Deficit) / Members' Equity (Deficit) and Temporary Equity (Unaudited) - USD ($) $ in Thousands | Total | Series A Preferred stock | Common Class A | Common Class B | Total flyExclusive stockholders’ equity (deficit) | Common Stock Common Class A | Common Stock Common Class B | LGM Enterprises, LLC members' deficit | Additional paid-in capital | Accumulated other comprehensive loss | Accumulated deficit | Noncontrolling Interests | |
Ending balance at Dec. 31, 2022 | $ 0 | ||||||||||||
Beginning balance at Dec. 31, 2021 | 49,687 | $ (11,715) | $ (11,737) | $ 22 | $ 61,402 | ||||||||
Permanent Equity | |||||||||||||
Contributions from non controlling interests | 24,627 | 10,078 | 10,078 | 14,549 | |||||||||
Distributions to non controlling interests | (22,254) | (9,037) | (9,037) | (13,217) | |||||||||
Unrealized gains on available-for-sale securities | (476) | ||||||||||||
Change in redemption value of redeemable noncontrolling interest | 0 | ||||||||||||
Net Income (loss) | (4,650) | 5,550 | 6,048 | (498) | (10,200) | ||||||||
Ending balance (in shares) at Dec. 31, 2022 | 0 | 0 | |||||||||||
Ending balance at Dec. 31, 2022 | 47,417 | (5,117) | (4,641) | (476) | 52,534 | ||||||||
Permanent Equity | |||||||||||||
Contributions from non controlling interests | 7,823 | 115 | 115 | 7,708 | |||||||||
Distributions to non controlling interests | (24,692) | (21,619) | (21,619) | (3,073) | |||||||||
Other comprehensive income | 90 | 90 | 90 | ||||||||||
Net Income (loss) | (11,706) | (9,169) | (9,169) | (2,537) | |||||||||
Ending balance at Mar. 31, 2023 | 18,932 | (35,700) | (35,314) | (386) | 54,632 | ||||||||
Beginning balance at Dec. 31, 2022 | 0 | ||||||||||||
Beginning balance (in shares) at Dec. 31, 2022 | 0 | 0 | |||||||||||
Beginning balance at Dec. 31, 2022 | 47,417 | (5,117) | (4,641) | (476) | 52,534 | ||||||||
Permanent Equity | |||||||||||||
Unrealized gains on available-for-sale securities | 17 | ||||||||||||
Change in redemption value of redeemable noncontrolling interest | 0 | ||||||||||||
Ending balance at Jun. 30, 2023 | 13,146 | (33,729) | (33,270) | (459) | 46,875 | ||||||||
Beginning balance at Dec. 31, 2022 | 0 | ||||||||||||
Ending balance at Dec. 27, 2023 | (42,431) | ||||||||||||
Beginning balance (in shares) at Dec. 31, 2022 | 0 | 0 | |||||||||||
Beginning balance at Dec. 31, 2022 | 47,417 | (5,117) | (4,641) | (476) | 52,534 | ||||||||
Permanent Equity | |||||||||||||
Contributions from non controlling interests | 13,500 | 3,959 | 3,959 | 9,541 | |||||||||
Distributions to non controlling interests | (61,630) | (40,251) | (40,251) | (21,379) | |||||||||
Unrealized gains on available-for-sale securities | 156 | 156 | 156 | ||||||||||
Beginning balance at Dec. 31, 2022 | 0 | ||||||||||||
Ending balance at Dec. 31, 2023 | (35,525) | ||||||||||||
Temporary equity, ending balance at Dec. 31, 2023 | $ 0 | ||||||||||||
Beginning balance (in shares) at Dec. 31, 2022 | 0 | 0 | |||||||||||
Beginning balance at Dec. 31, 2022 | 47,417 | (5,117) | (4,641) | (476) | 52,534 | ||||||||
Permanent Equity | |||||||||||||
Unrealized gains on available-for-sale securities | 407 | ||||||||||||
Change in redemption value of redeemable noncontrolling interest | (5,826) | ||||||||||||
Ending balance (in shares) at Dec. 31, 2023 | 16,647,529 | 59,930,000 | 16,647,529 | 59,930,000 | |||||||||
Ending balance at Dec. 31, 2023 | 70,855 | 46,461 | $ 2 | $ 6 | $ 126,978 | (69) | $ (80,456) | 24,394 | |||||
Beginning balance at Mar. 31, 2023 | 18,932 | (35,700) | (35,314) | (386) | 54,632 | ||||||||
Permanent Equity | |||||||||||||
Contributions from non controlling interests | 853 | 210 | 210 | 643 | |||||||||
Distributions to non controlling interests | (12,391) | (5,713) | (5,713) | (6,678) | |||||||||
Unrealized gains on available-for-sale securities | (73) | ||||||||||||
Other comprehensive income | (73) | (73) | (73) | ||||||||||
Net Income (loss) | 5,825 | 7,547 | 7,547 | (1,722) | |||||||||
Ending balance at Jun. 30, 2023 | 13,146 | (33,729) | $ (33,270) | (459) | 46,875 | ||||||||
Beginning balance at Dec. 27, 2023 | (42,431) | ||||||||||||
Temporary Equity | |||||||||||||
Accretion of Redeemable non controlling interest to redemption amount | 5,826 | ||||||||||||
Net Income (loss) | [1] | 1,080 | |||||||||||
Ending balance at Dec. 31, 2023 | (35,525) | ||||||||||||
Temporary equity, ending balance at Dec. 31, 2023 | 0 | ||||||||||||
Permanent Equity | |||||||||||||
Unrealized gains on available-for-sale securities | 251 | 251 | 251 | ||||||||||
Change in redemption value of redeemable noncontrolling interest | (5,826) | (5,826) | (5,826) | ||||||||||
Net Income (loss) | [1] | 207 | 299 | 299 | (92) | ||||||||
Ending balance (in shares) at Dec. 31, 2023 | 16,647,529 | 59,930,000 | 16,647,529 | 59,930,000 | |||||||||
Ending balance at Dec. 31, 2023 | 70,855 | 46,461 | $ 2 | $ 6 | 126,978 | (69) | (80,456) | 24,394 | |||||
Temporary Equity | |||||||||||||
Issuance of Series A Preferred stock | 20,361 | ||||||||||||
Accretion of Redeemable non controlling interest to redemption amount | 192,364 | ||||||||||||
Dividends payable on Series A Preferred temporary equity | (188) | ||||||||||||
Amortization of discount on Series A Preferred temporary equity | 97 | ||||||||||||
Net Income (loss) | (21,699) | ||||||||||||
Ending balance at Mar. 31, 2024 | 135,140 | ||||||||||||
Temporary equity, ending balance at Mar. 31, 2024 | 20,646 | ||||||||||||
Permanent Equity | |||||||||||||
Contributions from non controlling interests | 157 | 157 | |||||||||||
Distributions to non controlling interests | (2,455) | (2,455) | |||||||||||
Acquisitions of non controlling interests | (3,418) | (1,984) | (1,984) | (1,434) | |||||||||
Unrealized gains on available-for-sale securities | (169) | (169) | (169) | ||||||||||
Issuance of Class A common stock upon conversion of Bridge Notes (in shares) | 277,447 | ||||||||||||
Exchange of warrants for Class A common stock | 371 | 371 | 371 | ||||||||||
Issuance of Class A common stock upon cashless exercise of warrants (in shares) | 967,045 | ||||||||||||
Issuance of Class A common stock upon cashless exercise of warrants | 4,302 | 4,302 | 4,302 | ||||||||||
Issuance of Series A Preferred stock | 0 | ||||||||||||
Change in redemption value of redeemable noncontrolling interest | (192,364) | (192,364) | (129,667) | (62,697) | |||||||||
Dividends payable on Series A Preferred temporary equity | (188) | (188) | (188) | ||||||||||
Amortization of discount on Series A Preferred temporary equity | (97) | (97) | (97) | ||||||||||
Net Income (loss) | (11,291) | (5,841) | (5,841) | (5,450) | |||||||||
Ending balance (in shares) at Mar. 31, 2024 | 17,892,021 | 59,930,000 | |||||||||||
Ending balance at Mar. 31, 2024 | (134,297) | (149,509) | $ 2 | $ 6 | 0 | (238) | (149,279) | 15,212 | |||||
Beginning balance at Dec. 31, 2023 | (35,525) | ||||||||||||
Ending balance at Jun. 30, 2024 | 108,982 | ||||||||||||
Temporary equity, ending balance at Jun. 30, 2024 | 21,618 | ||||||||||||
Beginning balance (in shares) at Dec. 31, 2023 | 16,647,529 | 59,930,000 | 16,647,529 | 59,930,000 | |||||||||
Beginning balance at Dec. 31, 2023 | 70,855 | 46,461 | $ 2 | $ 6 | 126,978 | (69) | (80,456) | 24,394 | |||||
Permanent Equity | |||||||||||||
Unrealized gains on available-for-sale securities | (192) | ||||||||||||
Issuance of Class A common stock upon cashless exercise of warrants (in shares) | 967,045 | ||||||||||||
Change in redemption value of redeemable noncontrolling interest | (186,707) | ||||||||||||
Ending balance (in shares) at Jun. 30, 2024 | 17,899,586 | 59,930,000 | 17,899,586 | 59,930,000 | |||||||||
Ending balance at Jun. 30, 2024 | (137,380) | (149,705) | $ 2 | $ 6 | 0 | (262) | (149,451) | 12,325 | |||||
Beginning balance at Mar. 31, 2024 | 135,140 | ||||||||||||
Temporary Equity | |||||||||||||
Accretion of Redeemable non controlling interest to redemption amount | (5,657) | ||||||||||||
Dividends payable on Series A Preferred temporary equity | (631) | ||||||||||||
Amortization of discount on Series A Preferred temporary equity | 341 | ||||||||||||
Net Income (loss) | (20,501) | ||||||||||||
Ending balance at Jun. 30, 2024 | 108,982 | ||||||||||||
Temporary equity, ending balance at Jun. 30, 2024 | $ 21,618 | ||||||||||||
Beginning balance (in shares) at Mar. 31, 2024 | 17,892,021 | 59,930,000 | |||||||||||
Beginning balance at Mar. 31, 2024 | (134,297) | (149,509) | $ 2 | $ 6 | 0 | (238) | (149,279) | 15,212 | |||||
Permanent Equity | |||||||||||||
Contributions from non controlling interests | 103 | 103 | |||||||||||
Distributions to non controlling interests | (3,734) | (3,734) | |||||||||||
Acquisitions of non controlling interests | 3,205 | 261 | 256 | 5 | 2,944 | ||||||||
Unrealized gains on available-for-sale securities | (24) | (24) | (24) | ||||||||||
Issuance of Class A common stock upon cashless exercise of warrants (in shares) | 7,565 | ||||||||||||
Issuance of Class A common stock upon cashless exercise of warrants | 35 | 35 | 35 | ||||||||||
Change in redemption value of redeemable noncontrolling interest | 5,657 | 5,657 | (291) | 5,948 | |||||||||
Dividends payable on Series A Preferred temporary equity | (631) | (631) | (631) | ||||||||||
Amortization of discount on Series A Preferred temporary equity | (341) | (341) | (341) | ||||||||||
Net Income (loss) | (7,353) | (5,153) | (5,153) | (2,200) | |||||||||
Ending balance (in shares) at Jun. 30, 2024 | 17,899,586 | 59,930,000 | 17,899,586 | 59,930,000 | |||||||||
Ending balance at Jun. 30, 2024 | $ (137,380) | $ (149,705) | $ 2 | $ 6 | $ 0 | $ (262) | $ (149,451) | $ 12,325 | |||||
[1] The Merger occurred on December 27, 2023. As a result, net loss for the year ended December 31, 2023 was attributed to the pre-Merger period from January 1, 2023 through December 27, 2023 and to the post-Merger period from December 28, 2023 through December 31, 2023. During the pre-Merger period, net loss was attributable to LGM Enterprises, LLC and its noncontrolling interests. During the post-Merger period, net income was attributable to flyExclusive, Inc. and its noncontrolling interests and redeemable noncontrolling interest. Refer to the table below for the attribution of net income (loss) to controlling interests (LGM Enterprises, LLC for the pre-Merger period and flyExclusive, Inc. for the post-Merger period), noncontrolling interests, and redeemable noncontrolling interest during the pre-Merger and post-Merger periods. (In thousands) Controlling Interests Noncontrolling Redeemable noncontrolling interest Total Net loss of LGM Enterprises, LLC attributed to the pre-Merger period from January 1, 2023 through December 27, 2023 $ (47,134) $ (8,891) $ — $ (56,025) Net income (loss) of flyExclusive, Inc. attributed to the post-Merger period from December 28, 2023 through December 31, 2023. 299 (92) 1,080 1,287 Total net income (loss) for the year ended December 31, 2023 $ (46,835) $ (8,983) $ 1,080 $ (54,738) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities: | ||||
Net income (loss) | $ (60,844) | $ (5,881) | $ (54,738) | $ (4,152) |
Adjustments to reconcile net loss to net cash from operating activities: | ||||
Depreciation and amortization | 13,173 | 13,477 | 26,982 | 23,114 |
Amortization of contract costs | 547 | 339 | 827 | 653 |
Non-cash interest income | (1,402) | (1,624) | (2,983) | 0 |
Non-cash interest expense | 747 | 4,857 | 9,949 | 2,338 |
Non-cash rent expense | 10,787 | 7,815 | 18,278 | 12,986 |
Gain on lease termination | (138) | (29) | (29) | (143) |
Loss (Gain) on aircraft held for sale | 1,417 | (2,865) | ||
Change in fair value of derivative liability | 0 | (107) | 14,589 | (470) |
Provision for credit losses | 1,916 | (1) | 2,557 | 30 |
Realized losses on investment securities | 46 | 243 | 238 | 400 |
Change in fair value of warrant liability | 3,679 | 0 | 334 | 0 |
Changes in operating assets and liabilities, net of effects from acquisitions: | ||||
Other receivables | (1,066) | 1,058 | 465 | (5,680) |
Parts and supplies inventory | (908) | (2,013) | 730 | (3,892) |
Prepaid expenses and other current assets | 811 | (783) | 344 | (1,981) |
Operating lease liabilities | (10,973) | (6,704) | (16,353) | (12,784) |
Other assets | (73) | (30) | (187) | (551) |
Other current liabilities | (3,945) | 3,366 | 2,416 | 11,757 |
Other non-current liabilities | 6,390 | 2,621 | 13,051 | 3,664 |
Net cash flows from operating activities | (42,170) | (7,322) | 8,665 | 45,639 |
Cash flows from investing activities: | ||||
Capitalized development costs | (274) | (352) | (802) | (520) |
Purchases of property and equipment | (28,131) | (36,768) | (83,636) | (145,970) |
Proceeds from sales of property and equipment | 23,734 | 29,459 | 41,964 | 60,542 |
Purchases of engine overhauls | (9,801) | (9,112) | (20,791) | (21,104) |
Purchases of investments | (41,635) | (58,174) | (103,951) | (70,457) |
Proceeds from sale of investments | 44,543 | 59,477 | 105,185 | 10,243 |
Notes receivable paydowns | 15,015 | 0 | ||
Net cash flows from investing activities | 3,451 | (15,470) | (62,031) | (167,266) |
Cash flows from financing activities: | ||||
Proceeds from issuance of debt | 71,413 | 65,185 | 131,840 | 88,197 |
Repayment of debt | (50,458) | (21,791) | (56,660) | (51,952) |
Payment of deferred financing costs | 0 | (1,168) | (3,261) | (71) |
Payment of debt issuance costs | (2,844) | (151) | (1,096) | (133) |
Proceeds from notes receivable noncontrolling interest | 0 | 138 | 4,181 | 261 |
Cash contributions from members | 0 | 325 | 3,959 | 10,078 |
Cash distributions to members | 0 | (27,332) | (33,662) | (9,037) |
Cash contributions - noncontrolling interests | 260 | 8,351 | 9,541 | 14,549 |
Cash distributions - noncontrolling interests | (6,189) | (9,751) | (21,379) | (13,217) |
Proceeds from preferred temporary equity issuance, net of issuance costs | 24,250 | 0 | ||
Net cash flows from financing activities | 36,432 | 13,806 | 41,813 | 123,675 |
Net decrease in cash and cash equivalents | (2,287) | (8,986) | (11,553) | 2,048 |
Cash and cash equivalents at beginning of period | 11,626 | 23,179 | 23,179 | 21,131 |
Cash and cash equivalents at end of period | 9,339 | 14,193 | 11,626 | 23,179 |
Non-cash investing and financing activities: | ||||
Exchange of EGA public warrants for flyExclusive Class A common stock | 371 | 0 | 82 | 0 |
Change in redemption value of redeemable noncontrolling interest | 186,707 | 0 | 5,826 | 0 |
flyExclusive Class A common stock issued on cashless exercise of public warrants | 4,337 | 0 | ||
Issuance of penny warrants in connection with Series A Preferred temporary equity issuance | 3,746 | 0 | ||
Increase in dividends payable and accreted discount on Series A Preferred Temporary Equity | 1,257 | 0 | ||
Transfers from prepaid engine overhaul to property and equipment | 8,305 | 4,052 | 11,409 | 10,274 |
Change in purchases of property and equipment in accounts payable | 0 | 18 | 930 | 994 |
Unrealized change in fair value of available-for-sale securities | 193 | (17) | 407 | 498 |
Right of use asset impact for new leases | 3,571 | 21,671 | ||
Non-cash exchanges of non-controlling ownership interests | 6,892 | 0 | ||
Fractional Ownership | ||||
Changes in operating assets and liabilities, net of effects from acquisitions: | ||||
Deferred revenue | (2,797) | 5,347 | 33,338 | 27,807 |
Guaranteed Revenue Program | ||||
Changes in operating assets and liabilities, net of effects from acquisitions: | ||||
Deferred revenue | 0 | (37,500) | (37,500) | 12,500 |
Private Placement Warrants | ||||
Adjustments to reconcile net loss to net cash from operating activities: | ||||
Change in fair value of warrant liability | 1,451 | 0 | 130 | 0 |
Penny Warrants | ||||
Adjustments to reconcile net loss to net cash from operating activities: | ||||
Change in fair value of warrant liability | (2,324) | 0 | ||
Public Warrants | ||||
Adjustments to reconcile net loss to net cash from operating activities: | ||||
Change in fair value of warrant liability | 4,552 | 0 | 204 | 0 |
Nonrelated Party | ||||
Changes in operating assets and liabilities, net of effects from acquisitions: | ||||
Accounts receivable | (188) | 13,202 | 13,240 | (6,256) |
Accounts payable | 510 | (79) | 7,680 | 4,454 |
Related Party | ||||
Changes in operating assets and liabilities, net of effects from acquisitions: | ||||
Accounts receivable | 141 | (1,959) | 3,714 | (2,867) |
Accounts payable | $ 0 | $ (72) | $ (72) | $ 45 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 USD ($) | ||
Statement of Cash Flows [Abstract] | ||
Non-cash distributions to members | $ 6,589 | [1] |
Cash and non-cash distributions to members | 40,429 | |
Cash distributions from members | $ 33,662 | |
[1] Cash distributions to members for the year ended December 31, 2023 excludes the non-cash distribution to members of an aircraft, net of the aircraft's related debt, of $6,589. As such, total cash and non-cash distributions to members totaled $40,429, which consist of the non-cash distributions of $6,589 plus the cash distributions of $33,662. |
Organization and Operations
Organization and Operations | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Operations | 1. Organization and Operations Nature of the Business flyExclusive, Inc. is a holding company that has no material assets other than its ownership in LGM Enterprises, LLC ("LGM"), and flyExclusive, Inc. operates and controls all of the businesses and operations of LGM and LGM's subsidiaries. flyExclusive Inc. and its predecessor for accounting purposes, LGM, are collectively referred to herein as (“flyExclusive” or the “Company”). LGM is a premier owner, operator of jet aircraft and aircraft sales, with a focus on private jet charter. The Company's businesses provide separate offerings such as wholesale and retail ad hoc flights, a jet club program, partnership program, fractional program, and other services as well. The Company provides private jet charter services primarily in North America. On February 28, 2020, the Company acquired Sky Night, LLC (“Sky Night”), in order to develop its international presence. As part of its plan to become a full-service private aviation company, in 2021, the Company launched its maintenance, repair, and overhaul operations (“MRO”), offering maintenance, interior and exterior refurbishment to third parties in addition to maintaining its own fleet. On December 27, 2023 (the "Closing Date"), EG Acquisition Corp., a Delaware corporation ("EGA"), and LGM, a North Carolina limited liability company (“LGM”), consummated a business combination (the "Merger", see Note 3, "Merger") pursuant to the equity purchase agreement dated October 17, 2022 and subsequent amendment to the equity purchase agreement dated April 21, 2023, collectively, (the "Equity Purchase Agreement" or "EPA"). In connection with the closing of the Merger, EGA changed its name to flyExclusive, Inc. The common stock of flyExclusive ("flyExclusive Common Stock" or the "Company's Common Stock") and the public warrants of flyExclusive (the “Public Warrants”) commenced trading on The NYSE American LLC under the symbol "FLYX" and "FLYX WS", respectively, on December 28, 2023. Basis of Presentation 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 with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). Principles of Consolidation The consolidated financial statements include the accounts of flyExclusive, its wholly-owned subsidiaries, all majority owned subsidiaries where the ownership is more than 50% and the accounts of variable interest entities (“VIE”) for which flyExclusive or one of its subsidiaries is the primary beneficiary, regardless of the ownership percentage. All significant intercompany transactions and balances have been eliminated in consolidation. Where the Company’s ownership interest is less than 100%, the non-redeemable noncontrolling ownership interests held by third parties in the financial position and operating results of the Company’s subsidiaries and/or consolidated VIEs are reported as noncontrolling interest in the consolidated balance sheets within stockholders' / members' equity. Noncontrolling ownership interests that can be redeemed for cash whereby redemption is not within the sole control of the Company are classified as temporary equity in the consolidated balance sheets in accordance with Accounting Standards Codification ("ASC") 480-10-S99-3(A)(2). Liquidity and Going Concern Within the years ended December 31, 2023 and 2022, the Company incurred net losses and has operated with a working capital deficit. To date, the Company has financed its operations primarily through a combination of operating cash flows, the sale of equity securities and convertible debt, proceeds from the Reverse Recapitalization, and borrowings under loan facilities. At December 31, 2023, the Company had an accumulated deficit of $80,456 and a working capital deficit, as defined by a shortfall of current assets as compared with current liabilities of $104,743 and $6,934 as at December 31, 2023 and 2022, respectively. The Company’s net losses were $54,738 and $4,152 for the years ended December 31, 2023 and 2022, respectively. Net cash flows provided by operating activities were $8,665 and $45,639 during the years ended December 31, 2023 and 2022, respectively. A significant component of the Company’s operating losses and working capital deficit resulted from increased general and administrative costs associated with becoming a public company. The Company expects to incur operating losses in the near term as the Company advances its fleet modernization and associated cost savings initiatives. As of December 31, 2023, the Company had cash and cash equivalents of $11,626. On January 26, 2024, subsequent to the reporting date, a subsidiary of the Company entered into a Senior Secured Note (the “Note”) to support its fractional aircraft ownership program. The Note allows for borrowings of an aggregate principal amount of up to approximately $25,773, with up to $25,000 earmarked specifically to finance the acquisition or refinancing of aircraft under this program. Additionally, on March 4, 2024, subsequent to the reporting date, the company raised an additional $25,000 in the form of Series A Preferred Stock. On March 9, 2024, subsequent to the reporting date, the Company entered into an amendment to the LOC Master Note to extend the maturity date to September 9, 2025. See Note 24, "Subsequent Events," for further information. The Company believes its cash and cash equivalents on hand, operating cash flows, and proceeds from possible financings, if any, will be sufficient to fund operations, including capital expenditure requirements, for at least 12 months from the issuance date of these financial statements. However, the Company might need additional capital to fund growth plans or as circumstances change, which it could obtain through equity issuances, refinancing existing debt or new borrowings. Adequate capital may not be available to the Company when needed or on acceptable terms. If the Company is unable to raise capital, it could be forced to delay, reduce, suspend or cease its working capital requirements, capital expenditures and business development efforts, which would have a negative impact on its business, prospects, operating results and financial condition. 1. Organization and Operations Nature of the Business flyExclusive, Inc. is a holding company that has no material assets other than its ownership in LGM Enterprises, LLC ("LGM"), and flyExclusive, Inc. operates and controls all of the businesses and operations of LGM and LGM's subsidiaries. flyExclusive Inc. and its predecessor for accounting purposes, LGM, are collectively referred to herein as “flyExclusive” or the “Company”. flyExclusive is a premier owner, operator of jet aircraft and aircraft sales, with a focus on private jet charter. The Company's businesses provide separate offerings such as wholesale and retail ad hoc flights, a jet club program, partnership program, fractional program, and other services as well. The Company provides private jet charter services primarily in North America. On February 28, 2020, the Company acquired Sky Night, LLC (“Sky Night”), in order to develop its international presence. As part of its plan to become a full-service private aviation company, in 2021, the Company launched its maintenance, repair, and overhaul operations (“MRO”), offering maintenance, interior and exterior refurbishment to third parties in addition to maintaining its own fleet. On December 27, 2023 (the "Closing Date"), EG Acquisition Corp., a Delaware corporation ("EGA"), and LGM, a North Carolina limited liability company, consummated a business combination (the "Merger", see Note 4 "Merger") pursuant to the equity purchase agreement dated October 17, 2022 and subsequent amendment to the equity purchase agreement dated April 21, 2023, (collectively, the "Equity Purchase Agreement" or "EPA"). In connection with the closing of the Merger, EGA changed its name to flyExclusive, Inc. The common stock of flyExclusive ("flyExclusive Common Stock" or the "Company's Common Stock") and the public warrants of flyExclusive (the “Public Warrants”) commenced trading on The NYSE American LLC under the symbol "FLYX" and "FLYX WS", respectively, on December 28, 2023. Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). In the opinion of management, the condensed consolidated financial statements reflect all adjustments, consisting of normal recurring accruals, which are necessary for the fair presentation of the financial condition, and results of operations for the interim periods presented. The accompanying condensed consolidated financial statements were prepared in accordance with the requirements for interim financial information. Accordingly, these interim financial statements have not been audited and exclude certain disclosures required for annual financial statements. Also, the operating results presented for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for the entire year. These interim financial statements should be read in conjunction with the audited consolidated financial statements of the Company included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. Principles of Consolidation The condensed consolidated financial statements include the accounts of flyExclusive, its wholly-owned subsidiaries, all majority owned subsidiaries where the ownership is more than 50% and the accounts of variable interest entities (“VIE”) for which flyExclusive or one of its subsidiaries is the primary beneficiary, regardless of the ownership percentage. All significant intercompany transactions and balances have been eliminated in consolidation. Where the Company’s ownership interest is less than 100%, the non-redeemable noncontrolling ownership interests held by third parties in the financial position and operating results of the Company’s subsidiaries and/or consolidated VIEs are reported as noncontrolling interest in the condensed consolidated balance sheets (unaudited) within stockholders' / members' equity. Noncontrolling ownership interests that can be redeemed for cash whereby redemption is not within the sole control of the Company are classified as temporary equity in the condensed consolidated balance sheets (unaudited) in accordance with Accounting Standards Codification ("ASC") 480-10-S99-3(A)(2). Liquidity and Going Concern Within the six months ended June 30, 2024, the Company incurred net losses and has operated with a working capital deficit. To date, the Company has financed its operations primarily through a combination of operating cash flows, the sale of equity securities and convertible debt, proceeds from the Merger (which was accounted for as a reverse recapitalization), and borrowings under loan facilities. At June 30, 2024, the Company had an accumulated deficit of $149,705 and a working capital deficit, as defined by a shortfall of current assets as compared with current liabilities of $73,546 and $104,743 as at June 30, 2024 and December 31, 2023, respectively. The Company’s net losses were $60,844 and $5,881 for the six months ended June 30, 2024 and 2023, respectively. Net cash flows used by operating activities were $42,170 and $7,322 for the six months ended June 30, 2024 and 2023, respectively. A significant component of the Company’s operating losses and working capital deficit resulted from increased general and administrative costs associated with becoming a public company. The Company expects to incur operating losses in the near term as the Company advances its fleet modernization and associated cost savings initiatives. As of June 30, 2024, the Company had cash and cash equivalents of $9,339. The Company believes its cash and cash equivalents on hand, operating cash flows, and proceeds from possible financings and the fractional program will be sufficient to fund operations, including capital expenditure requirements, for at least 12 months from the issuance date of these financial statements. However, the Company might need additional capital to fund growth plans or as circumstances change, which it could obtain through equity issuances, refinancing existing debt or new borrowings. Adequate capital may not be available to the Company when needed or on acceptable terms. If the Company is unable to raise capital, it could be forced to delay, reduce, suspend or cease its working capital requirements, capital expenditures and business development efforts, which would have a negative impact on its business, prospects, operating results and financial condition. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Reclassification Certain amounts presented in the Company’s previously issued financial statements have been reclassified to conform to the current period presentation. In the consolidated balance sheets, the Company has made a reclassification within the current assets and the operating assets remain unchanged from the previously issued balance sheet as of December 31, 2022. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and related disclosures of contingent assets and liabilities as of the date of the consolidated financial statements as well as the reported amounts of revenues and expenses during the reporting period. Estimates are based on several factors including the facts and circumstances available at the time the estimates are made, historical experience, risk of loss, general economic conditions and trends and the assessment of the probable future outcome. Subjective and significant estimates include, but are not limited to, determinations of the useful lives and expected future cash flows of long-lived assets, including intangibles, estimates of allowances for uncollectible accounts, determination of impairment and fair value estimates associated with asset acquisitions. Actual results could differ from those estimates. Estimates and assumptions are reviewed periodically and the effects of changes, if any, are reflected in the consolidated statements of operations and comprehensive income (loss) in the period that they are determined. Segment Information The Company determined its operating segment after considering the Company’s organizational structure and the information regularly reviewed and evaluated by the Company’s chief operating decision maker (“CODM”) in deciding how to allocate resources and assess performance. The Company has determined that its CODM is its Chief Executive Officer. The CODM reviews the financial information on a consolidated basis for purposes of evaluating financial performance and allocating resources. On the basis of these factors, the Company determined that it operates and manages its business as one operating segment, charter aviation services. All ancillary and other revenue sources such as fractional ownership and MRO services are primarily to support the provision of the Company’s charter services to customers. Substantially all the Company’s long-lived assets are held in the United States, and revenue from charter aviation charter services is substantially earned from flights throughout the United States. Public Warrants and Private Warrants Upon the closing of the Merger, the Company assumed (i) the Public Warrants initially included in the EGA units issued in EGA's initial public offering, and (ii) the warrants of EGA held by EG Sponsor LLC (the “EGA Sponsor”) that were issued to the EGA Sponsor at the closing of EGA's initial public offering (the "Private Placement Warrants," and together with the Public Warrants, the "Warrants"). The Company determines the accounting classification of Warrants as either liability or equity by first assessing whether the Warrants meet liability classification in accordance with ASC 480, Distinguishing Liabilities from Equity (“ASC 480”). Under ASC 480, a financial instrument that embodies an unconditional obligation, or a financial instrument other than an outstanding share that embodies a conditional obligation, that the issuer must or may settle by issuing a variable number of its equity shares must be classified as a liability (or an asset in some circumstances) if, at inception, the monetary value of the obligation is based solely or predominantly on any one of the following: (a) a fixed monetary amount known at inception; (b) variations in something other than the fair value of the issuer’s equity shares; or (c) variations inversely related to changes in the fair value of the issuer’s equity shares. The Company determined that the Warrants should not be classified as liabilities under ASC 480. If financial instruments, such as the Warrants, are not required to be classified as liabilities under ASC 480, the Company assesses whether such instruments are indexed to the Company's own stock under ASC 815-40. In order for an instrument to be considered indexed to an entity's own stock, its settlement amount must always equal the difference between the following: (a) the fair value of a fixed number of the Company's equity shares, and (b) a fixed monetary amount or a fixed amount of a debt instrument issued by the Company. As there are scenarios where the settlement amount would not equal the difference between the fair value of a fixed number of shares and a fixed monetary amount (or a fixed amount of a debt instrument), the Company determined that the Warrants were not indexed to the Company's own stock and therefore that they must be classified as liabilities. The Company also determined that the Warrants met all criteria to meet the definition of a derivative under ASC 815- 10-15-83. The Company recorded the Warrants as liabilities on the consolidated balance sheets at fair value, with subsequent changes in the fair value recognized in the consolidated statements of operations and comprehensive income (loss) at each reporting date. Fair Value Measurement Certain assets and liabilities are carried at fair value under U.S. GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: Level 1 — Quoted prices in active markets for identical assets or liabilities. Level 2— Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. Level 3 — Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The Company’s cash equivalents and investments in securities are carried at fair value in Level 1 or Level 2, determined according to the fair value hierarchy described above (see Note 4 Fair Value Measurements). The carrying values of the Company’s accounts receivable, other receivables, parts and supplies inventory, accounts payable and accrued expenses and other current liabilities approximate their fair values due to the short-term nature of these instruments. The Company’s Bridge Notes (as defined in Note 15, "Debt") contained an embedded derivative feature that was required to be bifurcated and remeasured to fair value at each reporting period based on significant inputs not observable in the market, and was classified as a Level 3 measurement according to the fair value hierarchy described above. The carrying amount of the Company’s Bridge Notes approximated its fair value as the interest rates of the Bridge Notes are based on prevailing market rates. The Bridge Notes were converted into shares of the Company's Class A Common Stock on the Closing Date causing the derivative liability on the consolidated balance sheets to be removed as of and for the year ended December 31, 2023. The closing price of the Public Warrants is used as the fair value of the Public Warrants and Private Warrants as of each relevant reporting date. The fair value of the Public Warrants is classified as a Level 1 fair value measurement due to the use of an observable market quote in an active market. The fair value of the Private Warrants is classified as a Level 2 fair value measurement due to the use of an observable market quote for the Public Warrants, which are considered to be a similar asset in an active market. Concentration of Credit Risk The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash, cash equivalents and investments. The Company places its cash and cash equivalents with multiple high credit quality U.S. financial institutions. At various times throughout the period, the Company's cash deposits with any one financial institution may exceed the amount insured by the Federal Deposit Insurance Corporation (the “FDIC”). Generally, these deposits may be redeemed upon demand and, therefore, bear minimal risk. The Company has not experienced any losses of such amounts and management believes it is not exposed to any significant credit risk on its cash and cash equivalents. Customer Concentration The Company performs ongoing credit evaluations of its customers’ financial condition and generally requires no collateral. During the years ended December 31, 2023 and 2022, one customer accounted for $67,985 and $125,360, respectively, of net sales, which represents 22% and 39% of total revenue, respectively. As of December 31, 2023, one customer accounted for $341 of accounts receivable. This represented approximately 12% of accounts receivable as of December 31, 2023. As of December 31, 2022, one customer accounted for $8,682 of accounts receivable. This represented approximately 91% of accounts receivable as of December 31, 2022. During the year ended December 31, 2023, one vendor accounted for $60,909 of cost of revenue, which represents 23% of total cost of revenue. During the year ended December 31, 2022, one vendor accounted for $39,656 of cost of revenue, which represents 16% of total cost of revenue. There were no vendors accounting for greater than 10% of total accounts payable as of December 31, 2023 and December 31, 2022. Cash and Cash Equivalents Cash consists of bank deposits. Cash equivalents consist of highly liquid short-term investments with original maturities of three months or less at the time of purchase. As of December 31, 2023 and 2022, cash equivalents consisted of government money market funds. Cash equivalents are stated at fair value. Receivables, Net of Allowance for Credit Losses Accounts receivables are recorded at the invoiced or earned amount billed to the customers and are reported as net of an allowance for credit losses. Prior to adopting Accounting Standards Codification Topic 326, Financial Instruments – Credit Losses (“ASC Topic 326”), as set forth in “Recently Adopted Accounting Pronouncements” below, the Company applied an incurred loss estimate to calculate the allowance for doubtful accounts. Under ASC Topic 326, the Company maintains an allowance for credit losses and considers the level of past-due accounts based on the contractual terms of the receivables, historical write offs and existing economic conditions, as well as its relationships with, and the economic status of individual accounts to calculate the allowance for credit losses. The estimated credit losses charged to the allowance is recorded as "Selling, general and administrative" in the consolidated statements of operations and comprehensive income (loss). Accounts receivables are written off when deemed uncollectible based on individual credit evaluations and specific circumstances. The Company had an allowance for credit losses of $80 and $82 as of December 31, 2023 and December 31, 2022, respectively. Notes receivables are recorded at amortized cost, and are reported as net of an allowance for credit losses. Under ASC Topic 326, the Company maintains an allowance for credit losses based on the difference between the fair value of the collateral associated with the note, less costs to sell the asset, and the amortized cost basis of the note. The Company recognized an allowance for credit losses of $2,558 and zero as of December 31, 2023 and December 31, 2022, respectively. Parts and Supplies Inventory Inventories are used in operations and are generally held for internal use. Inventories are comprised of spare aircraft parts, materials and supplies, which are valued at the lower of cost, determined on a first-in, first-out (“FIFO”) basis, or net realizable value. Cost of inventories are determined using the specific identification method. The Company determines, based on the evidence that exists, whether or not it is appropriate to maintain a reserve for excess and obsolete inventory. The reserve is based on historical experience related to the disposal of inventory due to damage, physical deterioration, obsolescence or other causes. As of December 31, 2023 and 2022, the reserve was not material. Storage costs and indirect administrative overhead costs related to inventories are expensed as incurred. Investments in securities Investments in securities consist of fixed-income securities including corporate bonds, government bonds, municipal issues and U.S. treasury bills that are classified as available-for-sale (“AFS”) pursuant to ASC Topic 320, Investments—Debt and Equity Securities (“ASC Topic 320”). The Company classifies investments available to fund current operations as current assets on its consolidated balance sheets. The Company determines the appropriate classification of its investments at the time of purchase and re-evaluates the designations annually. The Company may sell certain marketable securities prior to their stated maturities for strategic reasons including, but not limited to, anticipation of credit deterioration and duration management. ASC Topic 326 eliminated the concept of other-than-temporary impairment for securities. For securities AFS in an unrealized loss position, the Company determines whether they intend to sell or if it is more likely than not that it will be required to sell the security before recovery of the amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the new standard requires the security’s amortized cost basis to be written down to fair value through income with an allowance being established under ASC Topic 326. For securities AFS with unrealized losses not meeting these criteria, the Company evaluates whether any decline in fair value is due to credit loss factors. In making this assessment, the Company considers the extent of the unrealized loss, any changes to the rating of the security by rating agencies and adverse conditions specifically related to the issuer of the security, among other factors. If this assessment indicates that a credit loss exists, impairment related to credit-related factors must be recognized as an allowance for credit losses (“ACL”) on the consolidated balance sheets with a corresponding adjustment to earnings. Impairment related to non-credit factors is recognized in other comprehensive income (loss). The Company evaluates AFS securities for impairment on a periodic basis. As of December 31, 2023 and at adoption of ASC Topic 326 on January 1, 2023, there was no ACL related to debt securities AFS. Accrued interest receivable on debt securities was excluded from the estimate of credit losses. Realized losses on investment securities were $238 and $400 for the years ended December 31, 2023 and 2022, respectively. There were 13 and 24 debt securities in an unrealized loss position as of December 31, 2023 and 2022, respectively. The fair value of these debt securities in an unrealized loss position as of December 31, 2023 and December 31, 2022, was $4,263 and $7,236, respectively. Additionally, as of December 31, 2023 and December 31, 2022, the total fair value of debt securities in an unrealized loss position greater than one year was $2,759 and $1,765, which the total unrealized losses of these investments were $395 and $98, respectively. The Company determined that the decline in the market value of these securities was primarily attributable to current economic conditions. Prepaid Engine Overhaul The Company has entered into Engine Overhaul Programs for certain aircraft to cover major maintenance costs at specified intervals primarily relating to engine hours. Such engine overhauls are not considered to be routine maintenance, rather capital expenditures that extend the useful life of the underlying engine. The Company has elected the Built-in Overhaul method of accounting, which requires segregation of the aggregate aircraft costs into separate components to be depreciated over the useful life of the aircraft and those that require overhaul at periodic intervals. When an aircraft is initially purchased, any amounts that are considered prepaid engine overhaul, if any, as well as a portion of the aircraft cost relating to the engine, are recorded as prepaid engine overhaul and are depreciated over a shorter expected useful life (shorter of remaining life of the engines at the time of acquisition or 7 years assumed full life of the overhauled components) than the aircraft. Additionally, any payments made under a long-term service arrangement that are applicable primarily to major maintenance activities are recorded as prepaids until such services are provided. Upon completion of the major maintenance activities, such overhaul costs are then depreciated over the expected time to the next major maintenance activities. The Company expenses routine maintenance costs as incurred. Property and Equipment, Net Property and equipment are stated at cost less accumulated depreciation and amortization. Expenditures for repairs and maintenance are expensed as incurred. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the assets as follows: Estimated Useful Life Transportation equipment 5-20 years Office furniture and equipment 3-10 years Leasehold improvements Shorter of remaining lease term or useful life Leases In accordance with Accounting Standards Update (“ASU”) 2016-02, Leases (“Topic 842”), the Company determines whether an arrangement is or contains a lease at inception. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company classifies leases at the lease commencement date, when control of the underlying asset is transferred from the lessor to the lessee, as operating or finance leases and records a right-of-use (“ROU”) asset and a lease liability on the consolidated balance sheets for all leases with a lease term of greater than one year. The Company has elected to not recognize leases with a lease term of one year or less on the balance sheet for all underlying asset classes and will recognize lease payments for such short-term leases as an expense on a straight-line basis. The Company enters into contracts that contain both lease and non-lease components. A lease component represents the right to use an underlying asset and non-lease components represent the transfer of goods or services, which typically include items such as maintenance, utilities, or other operating costs. These costs are typically variable and excluded from the measurement of right-of-use assets and lease liabilities. Variable lease payments based on an index or rate are included in the measurement of the lease based on the effective rates at lease commencement. Subsequent changes in the rates or indices do not impact the right of use asset or lease liability and are recognized as a component of variable lease cost in the consolidated statements of operations and comprehensive income (loss). The Company’s operating lease assets and liabilities are recognized at the lease commencement date based on the present value of the lease payments over the lease term using the discount rate implicit in the lease if readily determinable. If the rate implicit is not readily determinable, the Company utilizes its incremental borrowing rate based upon the available information at the lease commencement date. ROU assets are further adjusted for items such as initial direct costs, prepaid rent, or lease incentives. Operating lease payments are expensed using the straight-line method over the lease term. The Company’s lease terms may include options to extend the lease when it is reasonably certain that the Company will exercise that option. Asset Acquisition The Company applies a screen test to evaluate if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets to determine whether a transaction should be accounted for as an asset acquisition or business combination. When an acquisition does not meet the definition of a business combination because either: (i) substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset, or group of similar identified assets, or (ii) the acquired entity does not have an input and a substantive process that together significantly contribute to the ability to create outputs, the Company accounts for the acquisition as an asset acquisition. If determined to be an asset acquisition, the Company accounts for the transaction under ASC Topic 805, Business Combinations, which requires the acquiring entity in an asset acquisition to recognize assets acquired and liabilities assumed based on the cost to the acquiring entity on a relative fair value basis, which includes transaction costs in addition to consideration given. No gain or loss is recognized as of the date of acquisition unless the fair value of non-cash assets given as consideration differs from the assets’ carrying amounts on the acquiring entity’s books. Consideration transferred that is non-cash will be measured based on either the cost (which shall be measured based on the fair value of the consideration given) or the fair value of the assets acquired and liabilities assumed, whichever is more reliably measurable. All payments are made in cash by the Company. Goodwill is not recognized in an asset acquisition and any excess consideration transferred over the fair value of the net assets acquired is allocated to the identifiable assets based on relative fair values. Intangible Assets The Company’s identifiable intangible assets consist primarily of software and Federal Aviation Administration (“FAA”) certificates. These intangible assets arise primarily from the determination of their respective fair market values at the date of acquisition. Amounts assigned to identifiable intangible assets, and their related useful lives, are derived from established valuation techniques and management estimates. Definite-lived intangible assets are amortized primarily on a straight-line basis, which the Company believes approximates the pattern in which the assets are utilized, over their estimated useful lives. Impairment of Long-Lived Assets The Company assesses the impairment of long-lived assets and intangible assets with determinable useful lives whenever events or changes in business circumstances indicate that the carrying amount of an asset may not be recoverable. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used, or any other significant adverse change that would indicate that the carrying amount of an asset may not be recoverable. When such events occur, management determines whether there has been impairment by comparing the anticipated undiscounted net future cash flows to the related asset's carrying value. If impairment exists, the asset is written down to its estimated fair value. There were no impairment losses for the years ended December 31, 2023 and 2022. Debt Issuance Costs and debt discounts The Company borrows from various lenders to finance its growth and operations. Costs incurred in connection with financings, such as loan origination fees, investment banking fees and legal fees are classified as debt discounts if paid to the lenders and are classified as debt issuance costs if paid to the third parties. Debt discounts related to bifurcated derivatives, fees paid to the lenders and debt issuance costs are presented as a direct deduction from the related borrowing and are amortized over the expected life of the related financing agreements using the effective interest rate method as a component of interest expense. See Note 15, "Debt," for additional disclosures. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815, Derivatives and Hedging. Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations and comprehensive income (loss). The Company’s Bridge Notes (as defined in Note 15, "Debt") contained a conversion feature which met the definition of a derivative instrument. The Company classified the instrument as a liability on its consolidated balance sheets. The derivative liability was initially recorded at fair value upon issuance of the Bridge Notes and was subsequently remeasured to fair value at each reporting date. Changes in the fair value of the derivative liability were recognized as a component of other income (expense), net Noncontrolling interest Noncontrolling interests represent ownership interests attributable to third parties in certain consolidated subsidiaries and VIEs. Noncontrolling interests are presented as a separate component of equity on the consolidated balance sheets, consolidated statements of operations and comprehensive income (loss), and consolidated statements of stockholders' equity (deficit) / members' equity (deficit) and temporary equity attributed to controlling and noncontrolling interests. Redeemable Noncontrolling Interest In connection with the Merger, see Note 3, "Merger," the former holders (the "Existing Equityholders") of units of ownership interest in LGM (the "LGM Common Units") retained post-Merger ownership interests in LGM as noncontrolling interests. Pursuant to the Amendment and Restated Operating Agreement, dated December 27, 2023 (the "Operating Agreement"), upon the first anniversary of the Closing Date, the Existing Equityholders may redeem all or a portion of their LGM Common Units for either (a) shares of the Company's Class A common stock (“flyExclusive Class A Common Stock” or the “Class A Common Stock”) or b) an equivalent amount of cash as determined pursuant to the Operating Agreement. While the Company determines whether redemption settlement is for cash or shares, settlement is not considered within the sole control of the Company as the holders of the Company's Class B common stock (“flyExclusive Class B Common Stock” or the “Class B Common Stock) will designate a majority of the members of the Company's board of directors (the "Board"). Since redemption for cash is not considered within the sole control of the Company, the noncontrolling interest is classified as temporary equity in accordance with ASC 480-10-S99-3(A)(2). For periods when the noncontrolling interest is probable of becoming redeemable (but is not currently redeemable), the Company will accrete changes in its redemption value from the date it becomes probable that it will become redeemable (the Closing Date) to its earliest redemption date (first anniversary of the Closing Date). This measurement method is in accordance with ASC 480-10-S99-3(A)15a. The Company will adjust the carrying value of the redeemable noncontrolling interest based on the higher of (1) the initial carrying value, increased or decreased for the redeemable noncontrolling interest's share of net income or loss, or (2) the redemption value. The Company is required to either (1) accrete changes in the redemption value over the period from the date of issuance to the earliest redemption date of the instrument using an appropriate methodology, usually the interest method, or (2) recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. The Company has elected to accrete changes in the redemption value over the period from the date of issuance (the Closing Date) to the earliest redemption date (the one year anniversary of the Closing Date) using the interest method. Any change in the carrying value of the redeemable noncontrolling interest will be recorded against additional paid-in capital. Deferred Revenue The Company manages Jet Club Memberships, Guaranteed Fleet, MRO, and Fractional Ownership programs. These programs require deposits for future flight services. Consideration received in excess of revenue earned results in deferred revenue and is recorded as a liability in the consolidated balance sheets. See Note 14, "Other Non-Current Liabilities," and Note 6, "Revenue," below for additional disclosures regarding deferred revenue related to these programs. Revenue Recognition Revenue is recognized when the promised services are performed and in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services using the following steps: 1) identification of the contract, or contracts with a customer, 2) identification of performance obligations in the contract, 3) determination of the transaction price, 4) allocation of the transaction price to the performance obligations in the contract and 5) recognition of revenue when or as the performance obligations are satisfied. Determining the transaction price may require significant judgment and is determined based on the consideration the Company expects to be entitled to in exchange for transferring services to the customer, excluding amounts collected on behalf of third parties such as sales taxes. During the years ended December 31, 2023 and 2022, the Company earned revenue primarily from the programs below: Jet Club Membership Jet Club members are guaranteed access to the Company’s fleet of light, midsize and super-midsize aircraft in exchange for membership fees. New members pay a deposit, up to a maximum of $500, depending on their level of membership. Membership levels determine the daily rate a member is charged for future flights. Incidental fees are also applied against members’ accounts. The initial and any subsequent deposits are non-refundable and must be used for the monthly membership fee or for future flight services. These customer deposits are included in deferred revenue on the consolidated balance sheets until used by the customer. The membership services performance obligation is satisfied over time on a monthly basis. Revenue for flights and related services is recognized when such services are provided to the customer at a point in time. Guaranteed Revenue Program The Company launched a guaranteed revenue program with a single customer on November 1, 2021. Under this program, the Company serves as an on-demand charter air carrier and guarantees the services of a specified fleet of aircraft as directed by the customer. The term of the agreement is for a minimum of 28 months, which includes a drawdown period of 10 months if the agreement is terminated. The agreement will continue indefinitely unless terminated by either party. The Company requires a deposit of $1,250 per reserved aircraft. These deposits are included within Other non-current liabilities on the consolidated balance sheets. The customer is charged hourly rates for flight services depending on aircraft type in addition to incidental fees. The customer is committed to a minimum number of flight hours per aircraft and a minimum number of aircraft. Revenue is recognized using the right-to-invoice practical expedient. The guaranteed minimum is enforceable and billable on a quarterly basis. As a result of the termination of this program as described in Note 22, "Commitments and Contingencies," below, the Company has recognized the remaining deposits as revenue d |
Merger
Merger | 6 Months Ended |
Jun. 30, 2024 | |
Reverse Recapitalization [Abstract] | |
Merger | 3. Merger As discussed in Note 1, "Organization and Operations," on December 27, 2023, the Company completed the Merger. Upon the closing of the Merger, the following occurred: • Each LGM Common Unit outstanding immediately prior to the closing of the Merger, which totaled 60,000,000 units (prior to the redemption and immediate transfer of the 70,000 shares to a third-party pursuant to the Non-Redemption Agreement as defined below), was retained by the Existing Equityholders. Additionally, an equivalent number of shares of flyExclusive Class B Common Stock, which totaled 60,000,000 (prior to the transfer of the 70,000 shares to a third-party pursuant to the Non-Redemption Agreement as defined below), were issued to the Existing Equityholders. • Each non-redeemable share of EGA Class A common stock issued and outstanding immediately prior to the closing of the Merger, which totaled 5,624,000 shares, was exchanged for, on a one-for-one basis, shares of flyExclusive Class A Common Stock. • Each redeemable share of EGA Class A common stock subject to possible redemption that was not redeemed prior to the closing of the Merger, which totaled 1,306,922 shares, was exchanged for, on a one-for-one basis, shares of flyExclusive Class A Common Stock. • Each share of EGA Class B common stock held by the EGA Sponsor issued and outstanding immediately prior to the closing of the Merger, which totaled 1,000 shares, was exchanged for, on a one-for-one basis, shares of flyExclusive Class A Common Stock. • In connection with the closing of the Merger, EGA entered into agreements (the "Warrant Exchange Agreements") with certain holders of EGA's Public Warrants (the "Warrant Holders"). Pursuant to the Warrant Exchange Agreements, the Warrant Holders agreed to exchange a total of 1,694,456 EGA Public Warrants for 372,780 shares of flyExclusive Class A Common Stock. On the Closing Date, 433,332 of these EGA Public Warrants were exchanged for 95,333 shares of flyExclusive Class A Common Stock. On the Closing Date, the remaining issued and outstanding EGA Public Warrants after the exchange of these 433,332 EGA Public Warrants pursuant to the Warrant Exchange Agreements, which totaled 7,066,668 EGA Public Warrants, each became a warrant to purchase one share of flyExclusive Class A Common Stock. • Each Private Placement Warrant to purchase one share of EGA Class A common stock held by the EGA Sponsor on the Closing Date, which totaled 4,333,333 Private Placement Warrants, became a warrant to purchase one share of flyExclusive Class A Common Stock. • On December 26, 2023, the underwriter in EGA's initial public offering, purchased 75,000 shares of EGA Class A common stock on behalf of LGM. The shares were purchased by the underwriter from a public stockholder that elected to reverse its redemption of 75,000 shares of EGA Class A common stock. The shares were purchased for a total purchase price of $818 ($10.90 per share) and the underwriter received reimbursement of $800 of the purchase price from EGA’s Trust Account on December 27, 2023. Simultaneously with the closing of the merger between EGA and LGM on December 27, 2023 (the “Closing”), the 75,000 shares of EGA Class A common stock were automatically exchanged for shares of flyExclusive, Inc. Class A Common Stock and 73,600 shares (out of the above-mentioned 75,000 shares) were granted to employees of LGM as compensation for services provided (the grant date for the 73,600 shares was determined to be December 27, 2023). • In connection with the Merger, EGA, LGM and Mr. Segrave, Jr. entered into an agreement (the “Non-Redemption Agreement”) with an unaffiliated third party pursuant to which such third party agreed not to redeem its shares of EGA Class A common stock subject to possible redemption. In exchange for agreeing not to redeem, Mr. Segrave transferred to the investor 70,000 shares of the Company’s Class A Common Stock, which were issued to Mr. Segrave upon the redemption of 70,000 LGM Common Units on the Closing Date. The redemption of 70,000 LGM Common Units immediately triggered the cancellation of 70,000 shares of flyExclusive Class B Common Stock. • The outstanding principal balance under the Bridge Notes (as defined in Note 15, "Debt"), which, including additions to the principal balance as a result of the accumulation of paid in kind interest was $95,503 immediately prior to the closing of the Merger, was automatically converted into 9,550,274 shares of flyExclusive Class A Common Stock. The proceeds received by the Company from the Merger, net of transaction costs, totaled $8,350. The Merger was accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, EGA was treated as the acquired company for financial reporting purposes, whereas LGM was treated as the accounting acquirer. Accordingly, for accounting purposes, the Merger was treated as the equivalent of LGM issuing shares for the net assets of EGA, accompanied by a recapitalization. The net assets of EGA were stated at historical cost with no goodwill or other intangible assets recorded, and operations prior to the Merger are those of LGM. As a result of the Merger, the Company is organized in an umbrella partnership corporation ("Up-C") structure in which substantially all of the assets of the combined company are held by LGM, and flyExclusive's only assets are its equity interests in LGM. The following table presents the total flyExclusive Common Stock outstanding immediately after the closing of the Merger: Number of Shares Exchange of EGA Class A Common stock subject to possible redemption for flyExclusive Class A common stock 1,306,922 Exchange of EGA Class A common stock not subject to possible redemption held by EGA Sponsor for flyExclusive Class A common stock 5,624,000 Exchange of EGA Class B common stock held by EGA Sponsor for flyExclusive Class A common stock 1,000 Exchange of EGA public warrants for flyExclusive Class A common stock 95,333 Subtotal - Merger, net of redemptions 7,027,255 flyExclusive Class B common stock held by LGM Existing Equityholders 59,930,000 Conversion of Bridge Notes held by affiliates of EGA Sponsor into shares of flyExclusive Class A common stock 8,326,712 Conversion of Bridge Notes held by non-affiliates into shares of flyExclusive Class A common stock 1,223,562 flyExclusive Class A common stock held by third party in accordance with execution of Non-Redemption Agreement 70,000 Total - flyExclusive Class A common stock and Class B common stock outstanding as a result of Merger 76,577,529 Deferred Underwriting Fee Agreement On December 27, 2023, in conjunction with the closing of the Merger, the Company and the underwriter entered into two agreements (the "Amended Underwriting Agreement" and the "Amended Letter Agreement") to amend the terms of the original deferred underwriting agreement (the "Underwriting Agreement"), dated May 25, 2021, and the original letter agreement (the "Letter Agreement"), dated August 1, 2022. The Amended Underwriting Agreement changed the payment terms of the Underwriting Agreement from a payment of $7,875 to the underwriter at the closing of the Merger to a payment of $500 at the closing of the Merger and 300,000 shares of flyExclusive Class A Common Stock to be issued to the underwriter no later than five (5) days following the initial filing of a registration statement with the SEC. The Amended Underwriting Agreement includes a provision that states that if the registration statement is not deemed to be effective within sixty (60) business days of the closing of the Merger, the amount of share consideration payable to the underwriter shall increase by 50,000 shares (the "Additional Stock") of the Company's common stock per month on the first business day of each month until the registration statement is declared effective. Subsequent to December 31, 2023, the Company entered into a waiver agreement with the underwriter to waive the Additional Stock penalty if the Form S-1 is not declared effective within sixty (60) business days after the consummation of the Merger. The Company determined the obligation to issue shares to the underwriter was a registration payment arrangement that should be accounted for under ASC 825-20-25-1, Financial Instruments - Registration Payment Arrangements, which indicates that the contingent obligation to issue additional stock should be treated as a separate unit of account. The obligation to issue 300,000 shares meets the definition of a derivative under ASC 815. However, the obligation meets the derivative scope exception within ASC 815-40 and therefore is not accounted for as a derivative and is classified within stockholders' equity in the consolidated balance sheets. Since the obligation to issue shares is equity-classified, the Company measured the fair value of the obligation to issue shares at inception and will not remeasure the fair value at each subsequent reporting period. The Company utilized a Finnerty Put Option Model to determine the fair value of the obligation to issue shares due to the presence of a discount for lack of marketability as the shares issuable to the underwriter will not be marketable until a registration statement is declared effective. The key inputs to the valuation model to estimate the fair value of the share obligation included volatility, share price, strike price, dividend yield, and the estimated registration effectiveness date. The registration payment arrangement to contingently issue 50,000 shares per month is classified as a contingent liability in accordance with ASC 825-20-30-5. The Company did not record a contingent liability on its consolidated balance sheets as it was not probable as of December 31, 2023 that any additional stock would have to be issued, as the Company determined it was probable that the registration statement will be deemed effective within sixty (60) business days of the closing of the Merger. The Amended Letter Agreement amended the timing of the one-time, $1,500 fee (the "Success Fee") payable to the underwriter from being due at the closing of the Merger to being due within sixty (60) days of the closing of the Merger. The Success Fee is accounted for within other current liabilities on the Company's consolidated balance sheets as of December 31, 2023. 4. Merger As discussed in Note 1 "Organization and Operations" on December 27, 2023, the Company completed the Merger. Upon the closing of the Merger, the following occurred: • Each LGM Common Unit outstanding immediately prior to the closing of the Merger, which totaled 60,000,000 units (prior to the redemption and immediate transfer of the 70,000 shares to a third-party pursuant to the Non-Redemption Agreement as defined below), was retained by the Existing Equityholders. Additionally, an equivalent number of shares of flyExclusive Class B Common Stock, which totaled 60,000,000 (prior to the transfer of the 70,000 shares to a third-party pursuant to the Non-Redemption Agreement as defined below), were issued to the Existing Equityholders. • Each non-redeemable share of EGA Class A common stock issued and outstanding immediately prior to the closing of the Merger, which totaled 5,624,000 shares, was exchanged for, on a one-for-one basis, shares of flyExclusive Class A Common Stock. • Each redeemable share of EGA Class A common stock subject to possible redemption that was not redeemed prior to the closing of the Merger, which totaled 1,306,922 shares, was exchanged for, on a one-for-one basis, shares of flyExclusive Class A Common Stock. • Each share of EGA Class B common stock held by the EGA Sponsor issued and outstanding immediately prior to the closing of the Merger, which totaled 1,000 shares, was exchanged for, on a one-for-one basis, shares of flyExclusive Class A Common Stock. • In connection with the closing of the Merger, EGA entered into agreements (the "Warrant Exchange Agreements") with certain holders of EGA's Public Warrants (the "Warrant Holders"). Pursuant to the Warrant Exchange Agreements, the Warrant Holders agreed to exchange a total of 1,694,456 EGA Public Warrants for 372,780 shares of flyExclusive Class A Common Stock. On the Closing Date, 433,332 of these EGA Public Warrants were exchanged for 95,333 shares of flyExclusive Class A Common Stock. On the Closing Date, the remaining issued and outstanding EGA Public Warrants after the exchange of these 433,332 EGA Public Warrants pursuant to the Warrant Exchange Agreements, which totaled 7,066,668 EGA Public Warrants, each became a warrant to purchase one share of flyExclusive Class A Common Stock. • Each Private Placement Warrant to purchase one share of EGA Class A common stock held by the EGA Sponsor on the Closing Date, which totaled 4,333,333 Private Placement Warrants, became a warrant to purchase one share of flyExclusive Class A Common Stock. • On December 26, 2023, the underwriter in EGA's initial public offering, purchased 75,000 shares of EGA Class A common stock on behalf of LGM. The shares were purchased by the underwriter from a public stockholder that elected to reverse its redemption of 75,000 shares of EGA Class A common stock. The shares were purchased for a total purchase price of $818 ($10.90 per share) and the underwriter received reimbursement of $800 of the purchase price from EGA’s Trust Account on December 27, 2023. Simultaneously with the closing of the merger between EGA and LGM on December 27, 2023, the 75,000 shares of EGA Class A common stock were automatically exchanged for shares of flyExclusive, Inc. Class A Common Stock and 73,600 shares (out of the above-mentioned 75,000 shares) were granted to employees of LGM as compensation for services provided (the grant date for the 73,600 shares was determined to be December 27, 2023). • In connection with the Merger, EGA, LGM and Mr. Segrave, Jr. entered into an agreement (the “Non-Redemption Agreement”) with an unaffiliated third party pursuant to which such third party agreed not to redeem its shares of EGA Class A common stock subject to possible redemption. In exchange for agreeing not to redeem, Mr. Segrave transferred to the investor 70,000 shares of the Company’s Class A Common Stock, which were issued to Mr. Segrave upon the redemption of 70,000 LGM Common Units on the Closing Date. The redemption of 70,000 LGM Common Units immediately triggered the cancellation of 70,000 shares of flyExclusive Class B Common Stock. • The outstanding principal balance under the Bridge Notes (as defined in Note 16 "Debt"), which, including additions to the principal balance as a result of the accumulation of paid in kind interest was $95,503 immediately prior to the closing of the Merger, was automatically converted into 9,550,274 shares of flyExclusive Class A Common Stock. The Merger was accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, EGA was treated as the acquired company for financial reporting purposes, whereas LGM was treated as the accounting acquirer. Accordingly, for accounting purposes, the Merger was treated as the equivalent of LGM issuing shares for the net assets of EGA, accompanied by a recapitalization. The net assets of EGA were stated at historical cost with no goodwill or other intangible assets recorded, and operations prior to the Merger are those of LGM. As a result of the Merger, the Company is organized in an umbrella partnership corporation ("Up-C") structure in which substantially all of the assets of the combined company are held by LGM, and flyExclusive's only assets are its equity interests in LGM. The following table presents the total flyExclusive Common Stock outstanding immediately after the closing of the Merger: Number of Shares Exchange of EGA Class A Common stock subject to possible redemption for flyExclusive Class A common stock 1,306,922 Exchange of EGA Class A common stock not subject to possible redemption held by EGA Sponsor for flyExclusive Class A common stock 5,624,000 Exchange of EGA Class B common stock held by EGA Sponsor for flyExclusive Class A common stock 1,000 Exchange of EGA public warrants for flyExclusive Class A common stock 95,333 Subtotal - Merger, net of redemptions 7,027,255 flyExclusive Class B common stock held by LGM Existing Equityholders 59,930,000 Conversion of Bridge Notes held by affiliates of EGA Sponsor into shares of flyExclusive Class A common stock 8,326,712 Conversion of Bridge Notes held by non-affiliates into shares of flyExclusive Class A common stock 1,223,562 flyExclusive Class A common stock held by third party in accordance with execution of Non-Redemption Agreement 70,000 Total - flyExclusive Class A common stock and Class B common stock outstanding as a result of Merger 76,577,529 Deferred Underwriting Fee Agreement On December 27, 2023, in conjunction with the closing of the Merger, the Company and the underwriter entered into two agreements (the "Amended Underwriting Agreement" and the "Amended Letter Agreement") to amend the terms of the original deferred underwriting agreement (the "Underwriting Agreement"), dated May 25, 2021, and the original letter agreement (the "Letter Agreement"), dated August 1, 2022. The Amended Underwriting Agreement changed the payment terms of the Underwriting Agreement from a payment of $7,875 to the underwriter at the closing of the Merger to a payment of $500 at the closing of the Merger and 300,000 shares of flyExclusive Class A Common Stock to be issued to the underwriter no later than five (5) days following the initial filing of a registration statement with the SEC. The Amended Underwriting Agreement includes a provision that states that if the registration statement is not deemed to be effective within sixty (60) business days of the closing of the Merger, the amount of share consideration payable to the underwriter shall increase by 50,000 shares (the "Additional Stock") of the Company's common stock per month on the first business day of each month until the registration statement is declared effective. On January 16, 2024, the Company entered into a waiver agreement with the underwriter to waive the Additional Stock penalty if the Form S-1 is not declared effective within sixty (60) business days after the consummation of the Merger. The Company determined the obligation to issue shares to the underwriter was a registration payment arrangement that should be accounted for under ASC 825-20-25-1, "Financial Instruments - Registration Payment Arrangements", which indicates that the contingent obligation to issue additional stock should be treated as a separate unit of account. The obligation to issue 300,000 shares meets the definition of a derivative under ASC 815. However, the obligation meets the derivative scope exception within ASC 815-40 and therefore is not accounted for as a derivative and is classified within stockholders' equity in the condensed consolidated balance sheets (unaudited). Since the obligation to issue shares is equity-classified, the Company measured the fair value of the obligation to issue shares at inception and will not remeasure the fair value at each subsequent reporting period. The Company utilized a Finnerty Put Option Model to determine the fair value of the obligation to issue shares due to the presence of a discount for lack of marketability as the shares issuable to the underwriter will not be marketable until a registration statement is declared effective. The key inputs to the valuation model to estimate the fair value of the share obligation included volatility, share price, strike price, dividend yield, and the estimated registration effectiveness date. As of December 31, 2023, the registration payment arrangement to contingently issue 50,000 shares per month was classified as a contingent liability in accordance with ASC 825-20-30-5. The Company did not record a contingent liability on its consolidated balance sheet as it was not probable as of December 31, 2023 that any additional stock would have to be issued, as the Company determined it was probable that the registration statement will be deemed effective within sixty (60) business days of the closing of the Merger. The contingent liability was not relevant as of June 30, 2024 due to the waiver of the Additional Stock penalty as noted above. The Amended Letter Agreement amended the timing of the one-time, $1,500 fee (the "Success Fee") payable to the underwriter from being due at the closing of the Merger to being due within sixty (60) days of the closing of the Merger, which was subsequently paid. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 4. Fair Value Measurements The following tables present the Company’s fair value hierarchy for its assets and liabilities that are measured at fair value on a recurring basis and indicate the level within the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value: Fair Value Measurements at (In thousands) Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market mutual funds $ 887 $ — $ — $ 887 Short-term investments 849 70,381 — 71,230 $ 1,736 $ 70,381 $ — $ 72,117 Liabilities: Warrant liability - public warrants $ 1,555 $ — $ — $ 1,555 Warrant liability - private placement warrants — 953 — 953 $ 1,555 $ 953 $ — $ 2,508 Fair Value Measurements at (In thousands) Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market mutual funds $ 515 $ — $ — $ 515 Short-term investments — 69,448 — 69,448 $ 515 $ 69,448 $ — $ 69,963 Liabilities: Derivative liability $ — $ — $ 971 $ 971 $ — $ — $ 971 $ 971 The fair values of government money market funds have been measured on a recurring basis using Level 1 inputs, which are based on unadjusted quoted market prices within active markets. The short-term investments, including investments in fixed income securities, have been measured using quoted pricing on active markets for Level 1 investments and inputs based on alternative pricing sources and models utilizing observable market inputs for Level 2 investments. The fair value of the Public Warrants is classified as Level 1 due to the use of an observable market quote in an active market. The fair value of the Private Placement Warrants is classified as Level 2 due to the use of an observable market quote for the Public Warrants, which are considered to be a similar asset in an active market. The warrant liability is calculated by multiplying the quoted market price of the Company’s Public Warrants by the total number of Public Warrants and Private Placement Warrants. The Company’s Level 3 liability historically consisted of an embedded derivative liability associated with the Company’s Bridge Notes (as defined in Note 15, "Debt"). On October 17, 2022, the closing date of the Bridge Notes, the Company recorded the fair value of the embedded derivative liability associated with the Bridge Notes. The embedded derivative liability was subject to remeasurement at the end of each reporting period, with changes in fair value recognized as a component of other income (expense), net The fair value of the derivative liability as of October 17, 2022 and December 27, 2023 was determined using the following assumptions: October 17, 2022 Exchange closing price $ 9.82 Contractual conversion price $ 10.00 Risk-free rate 4.3 % Estimated volatility 4.5 % December 27, 2023 Exchange closing price $ 11.98 Contractual conversion price $ 10.00 Risk-free rate 5.6 % Estimated volatility 15.1 % The following table shows the change in the fair value of the derivative liability for the year ended December 31, 2023 and December 31, 2022: (In thousands) Amount Balance as of December 31, 2021 $ — Issuance of derivative instrument $ 1,441 Change in fair value of derivative liability $ (470) Balance as of December 31, 2022 $ 971 Change in fair value of derivative liability 14,589 Derecognition of derivative liability $ (15,560) Balance as of December 31, 2023 $ — There have been no changes in valuation techniques and related inputs. As of December 31, 2023 and December 31, 2022, there were no transfers between Level 1, Level 2, and Level 3. 5. Fair Value Measurements The following tables present the Company’s fair value hierarchy for its assets and liabilities that are measured at fair value on a recurring basis and indicate the level within the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value: Fair Value Measurements at Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market mutual funds $ 1,750 $ — $ — $ 1,750 Investments in Securities 842 68,589 — 69,431 $ 2,592 $ 68,589 $ — $ 71,181 Liabilities: Warrant liability - public warrants $ 1,399 $ — $ — $ 1,399 Warrant liability - private placement warrants — 2,405 — 2,405 Warrant liability - penny warrants — — 1,422 1,422 $ 1,399 $ 2,405 $ 1,422 $ 5,226 Fair Value Measurements at Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market mutual funds $ 887 $ — $ — $ 887 Investments in Securities 849 70,381 — 71,230 $ 1,736 $ 70,381 $ — $ 72,117 Liabilities: Warrant liability - public warrants $ 1,555 $ — $ — $ 1,555 Warrant liability - private placement warrants — 953 — 953 $ 1,555 $ 953 $ — $ 2,508 The fair values of government money market funds have been measured on a recurring basis using Level 1 inputs, which are based on unadjusted quoted market prices within active markets. The short-term investments, including investments in fixed income securities, have been measured using quoted pricing on active markets for Level 1 investments and inputs based on alternative pricing sources and models utilizing observable market inputs for Level 2 investments. The fair value of the Public Warrants is classified as Level 1 due to the use of an observable market quote in an active market. The fair value of the Private Placement Warrants is classified as Level 2 due to the use of an observable market quote for the Public Warrants, which are considered to be a similar asset in an active market. The warrant liability is calculated by multiplying the quoted market price of the Company’s Public Warrants by the total number of Public Warrants and Private Placement Warrants. The Company’s Level 3 liability consists of the Penny Warrants associated with the issuance of Series A Preferred Stock. This liability has been classified as Level 3 due to the use of unobservable inputs within the valuation, namely volatility. The fair value of the Penny Warrant liability as of March 4, 2024 and June 30, 2024 was determined utilizing a Monte Carlo simulation valuation method, using the following inputs and assumptions: $ in thousands, except for Stock price, Strike price, and share amounts March 4, 2024 Warrant Shares 1,304,907 Aggregate Value Cap $ 11,250 Stock price $ 15.49 Strike price $ 0.01 Term (in years) 5 years Volatility 95.0 % Risk free rate 4.2 % Dividend Rate — % $ in thousands, except for Stock price, Strike price, and share amounts June 30, 2024 Warrant Shares 1,270,242 Aggregate Value Cap $ 11,250 Stock price $ 4.03 Strike price $ 0.01 Term (in years) 4.7 years Volatility 115.0 % Risk free rate 4.4 % Dividend Rate — % |
Variable Interest Entities
Variable Interest Entities | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable Interest Entities | 5. Variable Interest Entities As part of the organizational structure, the Company has established numerous single-asset LLC entities (“SAEs”) each for the primary purpose of holding a single identifiable asset, individual planes / aircraft and leasing the asset to the Company through its wholly-owned subsidiaries. There are SAEs in which the Company has less than 100% equity interest (generally 50% or less) (“SAEs with Equity”). There are also SAEs in which the Company holds zero equity interests. Generally, in these instances, the Company initially acquired the aircraft, contributed the aircraft to the SAE, and subsequently sold 100% of the equity interests in the SAE and leased the aircraft back from the third-party in a sale-leaseback structured transaction (“SAEs without Equity”). The Company also has a 50% noncontrolling ownership interest in an entity that operates an aircraft paint facility (“paint entity”). Management analyzes the Company’s variable interests including loans, guarantees, and equity investments, to determine if the Company has any variable interests in these entities. This analysis includes both qualitative and quantitative reviews. Qualitative analysis is based on an evaluation of the design and primary risk of these entities, their organizational structures including decision making abilities, and financial and contractual agreements. Quantitative analysis is based on these entities’ equity interests and investment. The Company determined it has variable interests in the paint entity and SAEs with Equity as a result of its equity interest in these entities. For those SAEs without Equity that the Company has a (a) lease agreement for the aircraft which is the primary asset of these entities (the “lessor SAEs without Equity”), and (b) either (i) has a call option and/or (ii) a lessor put option for a fixed purchase price, it is determined that the Company has variable interests in the lessor SAEs without Equity. The Company then determines whether the entities that the Company has variable interests in are VIEs. ASC Topic 810, Consolidation, defines a VIE as an entity that either (i) lacks sufficient equity to finance its activities without additional subordinated financial support from other parties; or (ii) whose equity holders, as a group, lack the characteristics of a controlling financial interest. Paint entity, SAEs with Equity and lessor SAEs without Equity are VIEs as they met at least one of the criteria above. A VIE is consolidated by its primary beneficiary, which is defined as the party who has a controlling financial interest in the VIE through (a) power to direct the activities of the VIE that most significantly affect the VIE’s economic performance, and (b) obligation to absorb losses or right to receive benefits of the VIE that could be significant to the VIE. The Company uses qualitative and quantitative analyses to determine if it is the primary beneficiary of VIEs including evaluation of (a) the purpose and design of the VIE, and (b) activities that most significantly impact economic performance of the VIE. The Company also determines how decisions about significant activities are made in the VIE and the party or parties that make them. The Company determined that it is the primary beneficiary of these VIEs because it acts as manager of the entities’ aircraft or retains control of the entity through terms in the leases, thereby giving it the power to direct activities of the entities that most significantly impact its economic performance. In addition, the Company either (a) has obligations to the losses of the VIEs and the right to receive benefits from the VIEs that could potentially be significant to the entities as a result of its equity interests, or (b) is deemed to have a controlling financial interest in the VIEs due to the other equity holders of these VIEs, as a group, lacking the characteristics of a controlling financial interest. The Company’s consolidated balance sheets include the following assets and liabilities of these VIEs: (In thousands) December 31, December 31, Cash $ 805 $ 1,041 Property and equipment, net 69,815 63,913 Long-term notes payable, current portion 3,087 5,841 Long-term notes payable, non-current portion 37,404 40,562 The Company’s consolidated statements of operations and comprehensive income (loss) include the following expenses of these VIEs: Year Ended December 31, (In thousands) 2023 2022 Interest expense $ 2,147 $ 1,533 Depreciation and amortization 7,519 7,098 The assets of the Company’s VIEs are only available to settle the obligations of these entities. Creditors of each of the VIEs have no recourse to the general credit of the Company. While the Company has no contractual obligation to do so, it may voluntarily elect to provide the VIEs with additional direct or indirect financial support based on its business objectives. The Company provided financial contributions to the VIEs in the amount of $9,541 and $14,549 during the years ended December 31, 2023 and 2022, respectively. 6. Variable Interest Entities As part of the organizational structure, the Company has established numerous single-asset LLC entities (“SAEs”) each for the primary purpose of holding a single identifiable asset, individual planes / aircraft and leasing the asset to the Company through its wholly-owned subsidiaries. There are SAEs in which the Company has less than 100% equity interest (generally 50% or less) (“SAEs with Equity”). There are also SAEs in which the Company holds zero equity interests. Generally, in these instances, the Company initially acquired the aircraft, contributed the aircraft to the SAE, and subsequently sold 100% of the equity interests in the SAE and leased the aircraft back from the third-party in a sale-leaseback structured transaction (“SAEs without Equity”). The Company also has a 50% noncontrolling ownership interest in an entity that operates an aircraft paint facility (“paint entity”). Management analyzes the Company’s variable interests including loans, guarantees, and equity investments, to determine if the Company has any variable interests in these entities. This analysis includes both qualitative and quantitative reviews. Qualitative analysis is based on an evaluation of the design and primary risk of these entities, their organizational structures including decision making abilities, and financial and contractual agreements. Quantitative analysis is based on these entities’ equity interests and investment. The Company determined it has variable interests in the paint entity and SAEs with Equity as a result of its equity interest in these entities. For those SAEs without Equity that the Company has a (a) lease agreement for the aircraft which is the primary asset of these entities (the “lessor SAEs without Equity”), and (b) either (i) has a call option and/or (ii) a lessor put option for a fixed purchase price, it is determined that the Company has variable interests in the lessor SAEs without Equity. The Company then determines whether the entities that the Company has variable interests in are VIEs. ASC Topic 810, Consolidation, defines a VIE as an entity that either (i) lacks sufficient equity to finance its activities without additional subordinated financial support from other parties; or (ii) whose equity holders, as a group, lack the characteristics of a controlling financial interest. Paint entity, SAEs with Equity and lessor SAEs without Equity are VIEs as they met at least one of the criteria above. A VIE is consolidated by its primary beneficiary, which is defined as the party who has a controlling financial interest in the VIE through (a) power to direct the activities of the VIE that most significantly affect the VIE’s economic performance, and (b) obligation to absorb losses or right to receive benefits of the VIE that could be significant to the VIE. The Company uses qualitative and quantitative analyses to determine if it is the primary beneficiary of VIEs including evaluation of (a) the purpose and design of the VIE, and (b) activities that most significantly impact economic performance of the VIE. The Company also determines how decisions about significant activities are made in the VIE and the party or parties that make them. The Company determined that it is the primary beneficiary of these VIEs because it acts as manager of the entities’ aircraft or retains control of the entity through terms in the leases, thereby giving it the power to direct activities of the entities that most significantly impact its economic performance. In addition, the Company either (a) has obligations to the losses of the VIEs and the right to receive benefits from the VIEs that could potentially be significant to the entities as a result of its equity interests, or (b) is deemed to have a controlling financial interest in the VIEs due to the other equity holders of these VIEs, as a group, lacking the characteristics of a controlling financial interest. The Company’s condensed consolidated balance sheets (unaudited) include the following assets and liabilities of these VIEs: June 30, December 31, Cash $ 837 $ 805 Property and equipment, net 66,312 69,815 Long-term notes payable, current portion 4,722 3,087 Long-term notes payable, non-current portion 34,193 37,404 The Company’s condensed consolidated statements of operations and comprehensive income (loss) (unaudited) include the following expenses of these VIEs: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Interest expense $ 497 $ 529 $ 1,009 $ 1,049 Depreciation and amortization 1,751 2,004 3,503 3,944 The assets of the Company’s VIEs are only available to settle the obligations of these entities. Creditors of each of the VIEs have no recourse to the general credit of the Company. While the Company has no contractual obligation to do so, it may voluntarily elect to provide the VIEs with additional direct or indirect financial support based on its business objectives. The Company provided financial |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | 6. Revenue Disaggregation of Revenue The following table disaggregates revenue by service type and the timing of when these services are provided to the member or customer: Year Ended December 31, (In thousands) 2023 2022 Services transferred at a point in time: Flights $ 303,299 $ 314,039 Services transferred over time: Memberships 5,458 3,939 MRO 4,606 1,556 Fractional ownership purchase price 1,999 508 $ 315,362 $ 320,042 Transaction Price The transaction prices for each of the primary revenue streams are as follows: • Jet Club and Charter – Membership fees (less credits issued), and flight related charges based on trips flown • Guaranteed Revenue Program – Fleet minimums with additional charges for flight services over the guarantee • MRO – Time and materials incurred for services performed • Fractional Ownership – The portion of fractional interest purchase price (less credits issued) allocated to revenue, and flight related charges based on trips flown The following tables provide a rollforward of deferred revenue: (In thousands) Amount Balance as of December 31, 2021 $ 32,795 Revenue recognized (179,355) Revenue deferred 207,162 Balance as of December 31, 2022 60,602 Revenue recognized (185,908) Revenue deferred 219,246 Balance as of December 31, 2023 $ 93,940 The increase in deferred revenue at December 31, 2023 compared to December 31, 2022 is due to increased customer billings for services relating to timing of satisfaction of the Company’s performance obligations. 7. Revenue Disaggregation of Revenue The following table disaggregates revenue by service type and the timing of when these services are provided to the member or customer: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Services transferred at a point in time: Flights $ 74,384 $ 97,428 $ 150,504 $ 172,029 Services transferred over time: Memberships 1,339 1,437 2,806 2,915 MRO 2,244 1,113 3,734 1,817 Fractional ownership purchase price 1,046 360 1,941 609 $ 79,013 $ 100,338 $ 158,985 $ 177,370 Transaction Price The transaction prices for each of the primary revenue streams are as follows: • Jet Club and Charter – Membership fees (less credits issued), and flight related charges based on trips flown • Guaranteed Revenue Program – Fleet minimums with additional charges for flight services over the guarantee • MRO – Time and materials incurred for services performed • Fractional Ownership – The portion of fractional interest purchase price allocated to revenue, and flight related charges based on trips flown The following tables provide a rollforward of deferred revenue for the six months ended June 30, 2024: Amount Balance as of December 31, 2023 $ 93,940 Revenue recognized 127,990 Revenue deferred (130,787) Balance as of June 30, 2024 $ 91,143 |
Other Receivables
Other Receivables | 6 Months Ended |
Jun. 30, 2024 | |
Receivables [Abstract] | |
Other Receivables | 7. Other Receivables Other receivables consisted of the following: (In thousands) December 31, December 31, Rebate receivables $ 871 $ 1,375 Federal excise tax receivable 3,079 2,506 Insurance settlement in process 298 931 Other 212 113 $ 4,460 $ 4,925 8. Other Receivables Other receivables consisted of the following: June 30, December 31, Rebate receivables $ 830 $ 871 Federal excise tax receivable 4,247 3,079 Insurance settlement in process 300 298 Other 149 212 $ 5,526 $ 4,460 |
Parts and Supplies Inventory
Parts and Supplies Inventory | 6 Months Ended |
Jun. 30, 2024 | |
Inventory Disclosure [Abstract] | |
Parts and Supplies Inventory | 8. Parts and Supplies Inventory Parts and supplies inventory consists primarily of aircraft parts and materials and supplies. Parts and supplies inventory, net of reserve, consisted of the following: (In thousands) December 31, December 31, Aircraft parts $ 4,824 $ 3,350 Materials and supplies 318 2,522 $ 5,142 $ 5,872 9. Parts and Supplies Inventory Parts and supplies inventory consists primarily of aircraft parts and materials and supplies. Parts and supplies inventory, net of reserve of $142 and $0 as of June 30, 2024 and December 31, 2023, respectively, consisted of the following: June 30, December 31, Aircraft parts $ 5,537 $ 4,824 Materials and supplies 655 318 Less: inventory reserve (142) — $ 6,050 $ 5,142 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 6 Months Ended |
Jun. 30, 2024 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | 9. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following: (In thousands) December 31, December 31, Prepaid vendor expenses $ 2,520 $ 1,717 Prepaid insurance 446 1,894 Capitalized transaction costs* — 1,233 Prepaid directors and officers insurance 2,518 — Prepaid maintenance 60 181 Prepaid non-aircraft subscriptions 113 135 MRO revenue in excess of billings 581 292 Deferred commission 514 413 $ 6,752 $ 5,865 __________________ * The capitalized transaction costs consist of advisory, legal, and other professional fees that are specific incremental costs directly attributable to the offering of securities associated with the Closing of the Merger. On the Closing Date, these capitalized transaction costs were reclassified from prepaid expenses and other current assets to a reduction to additional paid-in capital. 10. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following: June 30, December 31, Prepaid vendor expenses $ 2,253 $ 2,520 Prepaid insurance 243 446 Prepaid directors and officers insurance 1,259 2,518 Prepaid maintenance 7 60 Prepaid non-aircraft subscriptions 375 113 MRO revenue in excess of billings 697 581 Deferred commission 560 514 $ 5,394 $ 6,752 |
Investments in Securities
Investments in Securities | 6 Months Ended |
Jun. 30, 2024 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments in Securities | 10. Investments in Securities The cost and fair value of marketable securities are as follows: December 31, 2023 (In thousands) Amortized Cost Gross Unrealized Gross Unrealized Fair Value U.S. treasury bills $ 60,801 $ 131 $ — $ 60,932 Municipal bonds 9,543 148 (404) 9,287 Corporate/government bonds 477 29 — 506 Other bonds 478 27 — 505 $ 71,299 $ 335 $ (404) $ 71,230 December 31, 2022 (In thousands) Amortized Cost Gross Unrealized Gross Unrealized Fair Value U.S. treasury bills $ 59,764 $ 319 $ — $ 60,083 Municipal bonds 9,205 40 (838) 8,407 Corporate/government bonds 477 — — 477 Other bonds 478 3 — 481 $ 69,924 $ 362 $ (838) $ 69,448 The aggregated unrealized losses on available-for-sale debt securities in the amounts of $69 and $476 have been recognized in accumulated other comprehensive loss in the Company’s consolidated balance sheets as of December 31, 2023 and December 31, 2022, respectively. 11. Investments in Securities The cost and fair value of marketable securities are as follows: June 30, 2024 Amortized Cost Gross Unrealized Gross Unrealized Fair Value U.S. treasury bills $ 59,783 $ 37 $ (35) $ 59,785 Municipal bonds 8,955 70 (389) 8,636 Corporate/government bonds 477 28 — 505 Other bonds 478 27 — 505 $ 69,693 $ 162 $ (424) $ 69,431 December 31, 2023 Amortized Cost Gross Unrealized Gross Unrealized Fair Value U.S. treasury bills $ 60,801 $ 131 $ — $ 60,932 Municipal bonds 9,543 148 (404) 9,287 Corporate/government bonds 477 29 — 506 Other bonds 478 27 — 505 $ 71,299 $ 335 $ (404) $ 71,230 |
Property and Equipment, Net
Property and Equipment, Net | 6 Months Ended |
Jun. 30, 2024 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 11. Property and Equipment, Net Property and equipment, net consisted of the following: December 31, December 31, Transportation equipment $ 311,584 $ 294,846 Office furniture and equipment 3,131 2,591 Leasehold improvements 2,306 137 Construction in progress 147 447 Deposits on transportation equipment 23,923 29,729 341,091 327,750 Less: Accumulated depreciation (87,115) (75,057) Property and equipment, net $ 253,976 $ 252,693 Depreciation expense of property and equipment for the years ended December 31, 2023 and 2022, was $25,833 and $23,114, respectively. The net carrying value of disposals of long-lived assets as of December 31, 2023 and 2022 was $66,986 and $45,209, respectively. Interest payments on borrowings to acquire aircraft are capitalized for the month of acquisition when the aircraft’s in-service date begins following the 15th of the month. (Interest payments for the month of acquisition would be expensed if the aircraft is placed into service before the 15th of the month). Capitalized interest was zero and $161 as of December 31, 2023 and December 31, 2022, respectively, and was included as a component of construction in progress prior to the equipment’s in-service date. 12. Property and Equipment, Net Property and equipment, net consisted of the following: June 30, December 31, Transportation equipment $ 316,859 $ 311,584 Office furniture and equipment 3,147 3,131 Leasehold improvements 2,306 2,306 Construction in progress 236 147 Deposits on transportation equipment 15,746 23,923 338,294 341,091 Less: Accumulated depreciation (86,818) (87,115) Property and equipment, net $ 251,476 $ 253,976 Depreciation expense of property and equipment was $6,338 and $12,517, respectively for the three and six months ended June 30, 2024 and $6,777 and $12,925 for the three and six months ended June 30, 2023. The net carrying value of disposals of long-lived assets as of June 30, 2024 and December 31, 2023 was $18,052 and $66,986, respectively. Interest payments on borrowings to acquire aircraft are capitalized for the month of acquisition when the aircraft’s in-service date begins following the 15th of the month. Interest payments for the month of acquisition would be expensed if the aircraft is placed into service before the 15th of the month. Capitalized interest was $0 as of June 30, 2024 and December 31, 2023, and was included as a component of construction in progress prior to the equipment’s in-service date. |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 12. Intangible Assets Intangible assets, net are as follows: December 31, 2023 Intangible Accumulated Intangible Weighted-Average Software - in service $ 3,486 $ (1,902) $ 1,584 3 FAA certificate 650 — 650 Indefinite Total acquired intangible assets $ 4,136 $ (1,902) $ 2,234 December 31, 2022 Intangible Accumulated Intangible Weighted-Average Software - in service $ 2,680 $ (898) $ 1,782 3 FAA certificate 650 — 650 Indefinite Total acquired intangible assets $ 3,330 $ (898) $ 2,432 Amortization of intangible assets was $1,004 and $898 for the years ended December 31, 2023 and 2022, respectively. The Company did not record any impairment charges related to definite-lived intangible assets for the years ended December 31, 2023 and 2022. The following is a schedule of estimated amortization expense for the following periods: Fiscal Year Amount 2024 $ 1,040 2025 383 2026 161 2027 — 2028 — Thereafter — $ 1,584 13. Intangible Assets Intangible assets, net are as follows: June 30, 2024 Intangible Accumulated Intangible Weighted-Average Software - in service $ 3,761 $ (2,504) $ 1,257 3 FAA certificate 650 — 650 Indefinite Total acquired intangible assets $ 4,411 $ (2,504) $ 1,907 December 31, 2023 Intangible Accumulated Intangible Weighted-Average Software - in service $ 3,486 $ (1,902) $ 1,584 3 FAA certificate 650 — 650 Indefinite Total acquired intangible assets $ 4,136 $ (1,902) $ 2,234 Amortization of intangible assets was $308 and $602 for the three and six months ended June 30, 2024, respectively, and $240 and $511 for three and six months ended June 30, 2023, respectively. The Company did not record any impairment charges related to intangible assets for the three and six months ended June 30, 2024 and 2023. The following is a schedule of estimated amortization expense for the following periods: Fiscal Year Amount Remainder of 2024 $ 506 2025 474 2026 252 2027 25 2028 — Thereafter — $ 1,257 |
Other Current Liabilities
Other Current Liabilities | 6 Months Ended |
Jun. 30, 2024 | |
Other Liabilities Disclosure [Abstract] | |
Other Current Liabilities | 13. Other Current Liabilities Other current liabilities consisted of the following: December 31, December 31, Accrued vendor payments $ 6,386 $ 4,510 Accrued ERC payments 9,044 8,909 Accrued underwriter fees 1,500 — Accrued directors and officers insurance 2,518 — Accrued employee-related expenses 7,751 6,473 Accrued engine expenses 4 1,139 Accrued tax expenses 746 526 Accrued interest 569 92 Other 187 128 $ 28,705 $ 21,777 Employee Retention Credit (“ERC”) The CARES Act, which was enacted on March 27, 2020, provides an ERC that is a refundable tax credit against certain employer taxes. The ERC was subsequently amended by the Taxpayer Certainty and Disaster Tax Relief Act of 2020, the Consolidated Appropriation Act of 2021, and the American Rescue Plan Act of 2021, all of which amended and extended the ERC availability and guidelines under the CARES Act. The goal of the ERC program is to encourage employers to retain and continue paying employees during periods of pandemic-related reduction in business volume even if those employees are not actually working, and therefore, are not providing a service to the employer. Under the Act, eligible employers could take credits up to 70% of qualified wages with a limit of $7 per employee per quarter for the first three quarters of calendar year 2021. In order to qualify for the ERC in 2021, organizations generally have to experience a more than 20% decrease in gross receipts in the quarter compared to the same quarter in calendar year 2019 or its operations are fully or partially suspended during a calendar quarter due to “orders from an appropriate governmental authority limiting commerce, travel, or group meetings (for commercial, social, religious, or other purposes)” due to COVID-19. The credit is taken against the Company’s share of Social Security Tax when the Company’s payroll provider files, or subsequently amends the applicable quarterly employer tax filings. As of December 31, 2023, the Company has received ERC payments totaling $9,044. The Company’s legal counsel has issued a legal opinion that the Company, more likely than not, qualified for the ERC. However, it remains uncertain whether the Company meets the eligibility qualifications required for the ERC. Therefore, the balance was included in Other current liabilities in the consolidated balance sheets as of December 31, 2023 and December 31, 2022 since the Company may potentially be required to repay the ERC. 14. Other Current Liabilities Other current liabilities consisted of the following: June 30, December 31, Accrued vendor payments $ 6,073 $ 6,386 Accrued ERC payments 9,044 9,044 Accrued underwriter fees — 1,500 Accrued directors and officers insurance — 2,518 Accrued employee-related expenses 8,192 7,751 Accrued engine expenses 100 4 Accrued tax expenses 518 746 Accrued interest 440 569 Other 78 187 $ 24,445 $ 28,705 Employee Retention Credit (“ERC”) The CARES Act, which was enacted on March 27, 2020, provides an ERC that is a refundable tax credit against certain employer taxes. The ERC was subsequently amended by the Taxpayer Certainty and Disaster Tax Relief Act of 2020, the Consolidated Appropriation Act of 2021, and the American Rescue Plan Act of 2021, all of which amended and extended the ERC availability and guidelines under the CARES Act. The goal of the ERC program is to encourage employers to retain and continue paying employees during periods of pandemic-related reduction in business volume even if those employees are not actually working, and therefore, are not providing a service to the employer. Under the Act, eligible employers could take credits up to 70% of qualified wages with a limit of $7 per employee per quarter for the first three quarters of calendar year 2022. In order to qualify for the ERC in 2022, organizations generally have to experience a more than 20% decrease in gross receipts in the quarter compared to the same quarter in calendar year 2019 or its operations are fully or partially suspended during a calendar quarter due to “orders from an appropriate governmental authority limiting commerce, travel, or group meetings (for commercial, social, religious, or other purposes)” due to COVID-19. The credit is taken against the Company’s share of Social Security Tax when the Company’s payroll provider files, or subsequently amends the applicable quarterly employer tax filings. |
Other Non-Current Liabilities
Other Non-Current Liabilities | 6 Months Ended |
Jun. 30, 2024 | |
Other Liabilities Disclosure [Abstract] | |
Other Non-Current Liabilities | 14. Other Non-Current Liabilities Other non-current liabilities consisted of the following: December 31, December 31, Guaranteed revenue program deposits $ — $ 37,500 Fractional ownership deposits 16,686 3,636 PPP loan — 339 Other 26 28 $ 16,712 $ 41,503 15. Other Non-Current Liabilities Other non-current liabilities consisted of the following: June 30, December 31, Fractional ownership deposits $ 23,102 $ 16,686 Other — 26 $ 23,102 $ 16,712 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Debt | 15. Debt The components of the Company’s outstanding Short-term notes payable consisted of the following: Weighted December 31, December 31, Short-term notes payable Bank 2 7.5 % 14,400 3,756 Less: Unamortized debt issuance costs (4) (52) Total short-term notes payable $ 14,396 $ 3,704 In October 2022, the Company entered into a short-term loan agreement for a principal amount of $3,756 bearing interest at 6.5% and was initially maturing in April 2023. In April 2023, the Company extended its maturity date to October 2023 and amended its interest rate to 7.75%. The loan is collateralized by the aircraft it financed and requires monthly interest payments. A balloon payment of all unpaid principal and accrued and unpaid interest is due upon maturity. The principal balance of $3,756 was paid off in September 2023. In June 2023, the Company entered into two new short-term loan agreements in the amounts of $8,000 and $6,400 principal. Both loans bear an interest rate of 7.75%, with a maturity date of six months from the loan date. In December 2023, the Company extended the maturity dates to June 2024, one year from the loan dates. As of December 31, 2023 and December 31, 2022, unamortized debt issuance costs were $4 and $52, respectively. During the years ended December 31, 2023 and 2022 the Company recorded $175 and $162, respectively in amortization of debt issuance costs within Interest expense in the consolidated statements of operations and comprehensive income (loss). Total interest expense related to short-term debt was $928 and $578 for the years ended December 31, 2023 and 2022, respectively. The components of the Company’s outstanding long-term debt consisted of the following: Interest Rates Amounts Maturity Dates December 31, 2023 December 31, 2022 December 31, 2023 December 31, 2022 December 31, 2023 December 31, 2022 Long-term notes payable with banks for the purchase of aircrafts Bank 1 4.0% - 7.3% 4.0% - 5.5% $ 13,589 $ 24,275 Aug 2025 - Feb 2027 Aug 2023 - Sep 2026 Bank 2 4.0% - 7.8% 4.0% - 6.3% 13,769 15,518 Dec 2025 - Jun 2028 Jun 2023 - Nov 2027 Bank 3 3.5% Fixed - 2.3% + SOFR** 3.5% Fixed - 2.2% + LIBOR† 7,705 8,721 Jan 2024 - Oct 2026 Apr 2023 - Oct 2026 Bank 4 2.9% + SOFR** 2.8% + LIBOR† 4,082 4,440 Sep 2024 - Dec 2024 Sep 2024 - Dec 2024 Bank 5 5.3% - 6.0%* 5.3% - 6.0% + LIBOR* † 3,759 4,204 Jul 2030 - Sep 2030 Jul 2030 - Sep 2030 Bank 6 7.7% 5.4% 1,843 2,114 Jan 2030 Jan 2024 Bank 7 4.0% 4.0% 1,061 1,320 Sep 2027 Sep 2027 Long-term notes payable with financial institutions for the purchase of aircrafts Financial Institution 1 0.25% + Schwab Loan Rate 5.3% 3,290 3,650 Dec 2027 Dec 2027 Financial Institution 2 3.6% - 7.0% 3.6% - 7.0% 8,435 17,882 Nov 2026 - May 2027 Mar 2026 - Jun 2027 Financial Institution 3 9.0% - 9.5% n/a 22,612 — Sep 2033 - Dec 2033 n/a Credit facilities with financial institutions Financial Institution 4 1.3% + SOFR** - 2.8% + SOFR** 2.3% + LIBOR † - 2.8% + SOFR** 72,688 32,153 See disclosure See disclosure below Bridge Notes n/a 10.0% n/a 86,816 See disclosure See disclosure below Other long-term debt payable EID loan See disclosure below See disclosure below 116 122 See disclosure See disclosure below Long-term debt from VIEs 40,491 46,403 Total Long-term notes payable 193,440 247,618 Less: Unamortized debt issuance costs and debt discount (151) (1,717) Less: current portion (26,471) (23,581) Long-term notes payable, non-current portion $ 166,818 $ 222,320 __________________ * The payment terms dictate that the Note shall bear interest at a rate equal to the Prime Rate plus 275 basis points with an initial interest rate set at 6% based on the Prime Rate and Loan Spread at the time of the agreement. The interest rate is to be adjusted every 5 years and be based on the Prime Rate published as of the date plus the Loan Spread. † LIBOR is defined as the "London Interbank Offer Rate". ** SOFR is defined as “Secured Overnight Financing Rate” . The Company (the “borrowers”) routinely enters into long-term loan agreements with various lenders for the purpose of financing purchases of aircraft. These loans usually have an initial term between 2 to 15 years and sometimes the borrowers negotiate with the lenders to extend the maturity date at the end of the initial term. The Company will refinance as needed to meet its obligations as they become due within the next 12 months. The Company has maintained a positive relationship with the lenders and has not historically had any difficulty refinancing these debt obligations. Based on historical experience and the fact that the Company has not suffered any decline in creditworthiness, it expects that cash on hand and cash earnings will enable it to secure the necessary refinancing. Amendments are executed at times when interest rates and terms are changed. Under these long-term loan agreements, these borrowers usually pay principal and interest payments each month, followed by a balloon payment of all unpaid principal and accrued and unpaid interest due upon maturity, and when applicable, a loan origination fee upon execution. Additionally, late payments are usually charged a 5% penalty fee (each individual loan agreement varies). Each note payable is collateralized by the specific aircraft financed and is guaranteed by the owners of the borrowers. Debts are usually satisfied when the financed aircraft are sold. The lender may impose a restriction that the outstanding balance of the note may not exceed a percentage of the retail value of the collateral. In the event the outstanding value of the loan exceeds the percentage threshold of the collateralized aircraft, the borrowers may be required to make a payment in order to reduce the balance of the loan. Pursuant to the loan agreements, the borrowers must maintain certain debt service ratios (such as cash flow to leverage or certain EBITDA to total borrowings) specific to each lender as long as the borrowers hold outstanding loans. There are approximately forty separate loan agreements (each loan agreement includes the initial agreement and amendments if applicable) with note payable balances outstanding included in the consolidated balance sheets as of December 31, 2023 and December 31, 2022. As of December 31, 2023 and December 31, 2022, unamortized debt issuance costs were $151 and $217 for long-term notes payable (excluding convertible note), respectively. During the years ended December 31, 2023 and 2022, the Company recorded $98 and $79, respectively, in amortization of the debt issuance costs within Interest expense in the consolidated statements of operations and comprehensive income (loss). Total Interest expense related to long-term debt (excluding convertible note and VIEs) was $9,251 and $4,023 for the years ended December 31, 2023 and 2022, respectively. The table below presents the Company’s contractual principal payments (not including debt issuance costs) as of December 31, 2023 under then-outstanding long-term debt agreements in each of the next five calendar years (does not include VIE loans): Fiscal year Amount 2024 $ 23,408 2025 75,500 2026 21,309 2027 12,719 2028 2,528 Thereafter 17,485 152,949 Long-term notes payable from VIE 40,491 Debt issuance costs (151) Total long-term notes payable $ 193,289 Credit Facility (term loan) In August 2018, the Company entered into a term loan agreement with a financial institution (the “Lender”) to provide a term loan with a maximum borrowing amount of $12,255, each borrowing considered a loan with a separate promissory note (the “Credit Facility”). Each term loan will be used to finance the purchase of aircraft and shall not exceed certain appraised value of the aircraft that is being financed. Interest will accrue on the unpaid principal balance at a rate equal to the Overnight LIBOR-Based Rate (a per annum rate of interest which is equal to the greater of: (i) the floor rate 2.25%, and (ii) the sum of Overnight LIBOR plus 2.25% (Overnight LIBOR Margin) at the execution date of the promissory note. Interest on each loan will be paid in arrears on the same day of each month, commencing on the one-month anniversary of the promissory note. In addition to the interest payments, a principal payment of each loan will be paid monthly based on an amortization schedule of twelve years. The entire remaining principal balance of the loan, plus all accrued but unpaid interest shall be due and payable on the fifth-year anniversary of the promissory note (the “Term Loan Maturity Date”). Any installment of principal or interest on the loans which are not paid when due shall bear a default interest rate equal to the lesser of (i) the applicable LIBOR-based rate plus 3% per annum, or (ii) the highest rate then permitted by applicable law. A late charge of 5% of any payment will be imposed on any regularly scheduled payment not received by the Lender on or before 15 days from the date such payment is due. The Lender has the right to have any financed aircraft appraised during any outstanding obligations, at the Company’s sole cost and expense. In the event the loan is revealed to have a value greater than a certain percentage of the aircraft, the Company must make a mandatory repayment of the applicable loan to an amount that will reduce the loan to be less than the required percentage of the applicable appraised value. Pursuant to the term loan agreement, the Company must maintain a certain debt service coverage ratio (the ratio calculated by dividing EBITDA and sum of all loan payments), tested annually. There is also an optional prepayment clause which specifies that the Company may prepay any loans in whole or in part, and all prepayments of principal shall include interest accrued to the date of the prepayment on the principal amount being prepaid. The Credit Facility contains clauses requiring the Company to maintain their limited liability companies’ existence and to not permit any of the subsidiaries to liquidate, dissolve, change their names, or consolidate with other corporations without prior consent of the Lender. The original loan agreement states that the Company may not re-borrow any amounts repaid to the Lender. The term loan is collateralized by substantially all assets of the borrower and initially expires August 2019. The Credit Facility also contains other customary covenants, representations and events of default. In August 2019, the Company entered into the First Amendment of the original term loan agreement which increased the maximum available borrowings of the Credit Facility to $22,255 and extended the Term Loan Maturity Date to November 2020. The First Amendment also amended the covenant to require the Company to maintain a certain Fixed Charge Coverage ratio tested on the date immediately preceding each borrowing and upon receipt of quarterly financial statements. In November 2020, the Company entered into the Second Amendment of the term loan agreement which increased the maximum available borrowings of the Credit Facility to $27,250 and extended the Term Loan Maturity Date to November 2022. In September 2022, the Company entered into the Third Amendment of the term loan agreement which increased maximum available borrowings of the Credit Facility to $32,250 and extended the Term Loan Maturity Date to September 2024. The Third Amendment also states that the Company may repay any outstanding loan at any time and any amounts so repaid may be reborrowed, up to the Maximum Loan Amount at the time of such borrowing. The Third Amendment also amended the interest rate terms and provided the option to elect a rate per year equal to SOFR-Based Rate or the Prime-Based Rate. In December 2023, the Company entered into the Fourth Amendment of the term loan agreement which decreased maximum available borrowings of the Credit Facility to $15,250. The Company elected to utilize the SOFR-Based Rate upon execution of the amendment and continued to pay interest based on the SOFR-Based Rate as of December 31, 2023. As of December 31, 2023 and December 31, 2022, the aggregate outstanding balances on the term loan were $13,148 and $32,153, respectively and the Company had approximately $2,102 and $97 additional available borrowing capacity under the term loan, respectively. As of December 31, 2023 the term loans bear maturity dates from January 2024 to April 2027. Credit Facility (Revolving Line of Credit) In March 2023, the Company entered into a revolving uncommitted line of credit loan with the lender (the “LOC Master Note”). The LOC Master Note provides a line of credit of up to $60,000 and the Company may request one or more loans from time to time until the scheduled maturity date of March 9, 2024 (“LOC Master Note Maturity Date”). The loan is collateralized by the Company’s investment accounts with the financial institution. At the Company’s option, the interest rate on term loans drawn from the LOC Master Note is equal to either the Prime-Based Rate, defined as the greater of 1.25% or the prime rate minus 1.88%, or the Daily Simple SOFR-Based Rate, defined as the greater of 1.25% or the Daily Simple SOFR plus 1.25% (“Interest Rate Option”). The Company agrees to pay accrued interest monthly on the 9th day of each month, beginning with the first of such dates to occur after the date of the first Loan, at maturity of this note, and upon payment in full, whichever is earlier or more frequent. After maturity, whether by acceleration or otherwise, interest shall be payable upon demand. The Company may prepay any principal bearing interest at any Interest Rate Option in whole or in part without breakage fee, penalty or premium; provided, however, that if a Swap Agreement with a Daily Simple SOFR-Based Rate is in effect between Lender and the Company in connection with a Loan made pursuant to this LOC Master Note, any applicable swap breakage fees, penalties, premiums and costs will apply. There is no Swap Agreement in place as of December 31, 2023. The LOC Master Note contains customary representations and warranties and financial and other affirmative and negative covenants and is subject to acceleration upon certain specified events of default, including failure to make timely payments, breaches of certain representations or covenants, failure to pay other material indebtedness, failure to maintain the market value of the collateral such that at all times it equals or exceeds the Minimum Liquidity Balance and certain other events of default. All payments shall be made in immediately available funds and shall be applied first to accrued interest and then to principal; however, if an Event of Default occurs, Lender may in its sole discretion, and in such order as it may choose, apply any payment to interest, principal and/or lawful charges and expenses then accrued. The Company drew an initial $44,527 principal amount in March 2023, with the selected interest option of SOFR plus 1.25%. In April, September, and October 2023, the Company drew additional $3,300, $8,713 and $3,000 principal amounts, respectively, under the LOC Master Note with the selected interest option of SOFR plus 1.25%. As of December 31, 2023, the Company has an outstanding balance on the LOC Master Note of $59,540 with the selected interest option of SOFR plus 1.25%. Subsequent to December 31, 2023, the Company entered into an amendment to the LOC Master Note to extend the maturity date to September 9, 2025. Refer to Note 24, "Subsequent Events," for additional details. Debt Covenants Financial covenants contained in the debt borrowings mandate that the Company maintains certain financial metrics, including, but not limited to, debt service coverage ratios, fixed charge cover ratios, or cash flow cover ratios. If the Company is unable to maintain the financial metric, it is a breach of the debt covenant and is considered an event of default. An event of default can result in all loans and other obligations becoming immediately due and payable, including the advance of any sums necessary to cure the event of default, allowing the lenders to seize the collateralized assets, aircraft and the debt agreements being terminated. As of December 31, 2023 and December 31, 2022, the Company was not in compliance with certain financial covenants and obtained waiver request letters from the various lenders. Pursuant to the waiver letters, the lenders agreed to waive the financial covenants for the years ended December 31, 2023 and December 31, 2022. The aggregate balances of outstanding debt obligations for which waiver letters were received was $42,675 and $13,645 as of December 31, 2023 and December 31, 2022, respectively. Bridge Notes On October 17, 2022, the Company entered into the EPA with EGA (see Note 1, "Organization and Operations"). In combination with the EPA, the Company entered into a senior subordinated convertible note agreement (the "Bridge Notes") with an investor (“Noteholder”). Pursuant to the convertible note agreement, the Company borrowed and agreed to repay the Noteholder a principal amount of $50,000, which can be increased to a maximum borrowing of $85,000. On October 28, 2022, the Company requested and received the additional $35,000 incremental note funding, bringing the total borrowing amount to $85,000. The Bridge Notes accrued interest daily at the applicable rate which is 10%. Pursuant to the convertible note agreement, interest is payable in kind (“PIK”, instead of paying cash, accrued interest will be added to the outstanding principal balance and will be deemed paid) annually on the anniversary of the closing date of the Bridge Notes of October 17, 2022. The Company assessed all terms and features of the Bridge Notes in order to identify any potential embedded features that would require bifurcation. As part of this analysis, the Company assessed the economic characteristics and risks of the Bridge Notes, including the conversion, put and call features. In consideration of the conversion provision, the Company concluded the conversion feature required bifurcation as a derivative. The fair value of the conversion feature derivative was determined based on the difference between the fair value of the Bridge Notes with the conversion option and the fair value of the Bridge Notes without the conversion option. The Company determined that the fair value of the derivative upon issuance of the Bridge Notes was $1,441 and recorded this amount as a derivative liability and the offsetting amount as a debt discount as a reduction to the carrying value of the Bridge Notes on the Bridge Note's closing date of October 17, 2022. As of December 31, 2023 and December 31, 2022, the fair value of the derivative liability was zero and $971, respectively. Upon closing of the Merger, the outstanding principal balance of the Bridge Notes of $85,000 and accrued PIK interest of $10,503 were automatically converted into 9,550,274 shares of flyExclusive Class A common stock, settling the Company's repayment obligation, (See Note 3, "Merger"). Immediately prior to the conversion on the Closing Date, the Company remeasured the associated derivative liability to its fair value as of the Closing Date of $15,560. The Company recognized an unrealized loss of $14,589 related to the change in fair value of derivative liability from December 31, 2022 to the Closing Date within other income (expense), net in the consolidated statements of operations and comprehensive income (loss). Upon conversion, the Company removed the associated unamortized debt issuance costs of $717 and derivative liability of $15,560 from the consolidated balance sheets and recorded a gain on extinguishment of debt of $14,843 within the consolidated statements of operations and comprehensive income (loss) for the year ended December 31, 2023. For the year ended December 31, 2022, the Company recognized an unrealized gain of $470 related to the change in fair value of derivative liability within other income (expense), net in the consolidated statements of operations and comprehensive income (loss). As of December 31, 2023 and December 31, 2022, unamortized debt issuance costs related to the Bridge Notes was zero and $1,500, respectively. During the years ended December 31, 2023 and 2022, the Company recorded $783 and $202, respectively, in amortization of the debt discount and $8,687 and $1,816, respectively, related to the PIK interest expense within Interest expense in the consolidated statements of operations and comprehensive income (loss). The effective interest rate used was 13.3% as of the conversion date of December 27, 2023, and 14.3% as of December 31, 2022. Paycheck protection program (“PPP”) loans In response to the coronavirus (COVID-19) outbreak in 2020, the U.S. federal government enacted the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) that, among other economic stimulus measures, established the PPP to provide small business loans. In January 2021, the Company entered into an additional PPP loan agreement for approximately $339. The PPP loan bears a fixed interest rate of 1% over a five-year term, is guaranteed by the U.S. federal government and does not require collateral. The loans may be forgiven, in part or whole, if the proceeds are used to retain and pay employees and for other qualifying expenditures. During 2021, the Company used all of the 2021 PPP loan proceeds to pay for qualified expenses, 100% of which were used to pay for payroll-related expenses. The Company submitted its application and supporting documentation for forgiveness to its bank, which submitted the application and supporting documentation to the Small Business Administration (“SBA”). The balance on the PPP Loan was $339 and is included in Other non-current liabilities in the consolidated balance sheets as of December 31, 2022. The loan was forgiven in April 2023 including all accrued and unpaid interest. During the year ended December 31, 2023, the Company recognized loan forgiveness of $339 as Other expense in the Company's consolidated statements of operations and comprehensive income (loss). Economic Injury Disaster Loans (“EID”) In August 2020, the Company executed the standard loan documents required for securing loans offered by the SBA under its EID loan assistance program and received the loan proceeds of $122. The proceeds from the EID Loan must be used for working capital. The EID Loan has a thirty-year term and bears interest at a rate of 3.75% per annum with monthly principal and interest payments being deferred for 12 months after the date of disbursement. On March 11, 2021, the American Rescue Plan Act of 2021 was enacted, which extended the first due date for repayment of EIDLs made in 2020 from 12 months to 24 months from the date of the note. The EID loan may be prepaid at any time prior to maturity with no prepayment penalties. The Loan Authorization and Agreement and the note executed by the Company in connection with the EID Loan contains events of default and other provisions customary for a loan of this type and the EID loan is secured by a security interest on all of the Company’s assets. 16. Debt The components of the Company’s outstanding Short-term notes payable consisted of the following: Interest June 30, December 31, Short-term notes payable Bank 2 7.8 % $ 6,185 $ 14,400 Less: Unamortized debt issuance costs (26) (4) Total short-term notes payable $ 6,159 $ 14,396 In October 2022, the Company entered into a short-term loan agreement for a principal amount of $3,756 bearing interest at 6.5% and was initially maturing in April 2023. In April 2023, the Company extended its maturity date to October 2023 and amended its interest rate to 7.75%. The loan was collateralized by the aircraft it financed and required monthly interest payments. The principal balance of $3,756 was paid off in September 2023. In June 2023, the Company entered into two new short-term loan agreements in the amounts of $8,000 and $6,400 principal. Both loans bear an interest rate of 7.75%, with a maturity date of six months from the loan date. In December 2023, the Company extended the maturity dates to June 2024, one year from the loan dates. In June 2024, the Company extended the short-term loan with an original principal of $6,400 with a maturity date of six months from the loan date. As of June 30, 2024 and December 31, 2023, unamortized debt issuance costs were $26 and $4, respectively for short-term notes payable. During the three months ended June 30, 2024 and 2023 the Company recorded $4 and $11, respectively, in amortization of debt issuance cost within interest expense and during the six months ended June 30, 2024 and 2023 the Company recorded $4 and $22, respectively in amortization of debt issuance costs within interest expense in the condensed consolidated statements of operations and comprehensive income (loss) (unaudited). Total interest expense related to short-term debt was $124 and $77 for the three months ended June 30, 2024 and 2023, respectively, and total interest expense related to short-term debt was $249 and $157 for the six months ended June 30, 2024 and 2023, respectively. The components of the Company’s outstanding long-term debt consisted of the following: Interest Rates Amounts Maturity Dates June 30, 2024 December 31, 2023 June 30, 2024 December 31, 2023 June 30, 2024 December 31, 2023 Long-term notes payable with banks for the purchase of aircrafts Bank 1 4.0% - 7.3% 4.0% - 7.3% $ 16,707 $ 13,589 Sep 2025 - Feb 2029 Aug 2025 - Feb 2027 Bank 2 4.0% - 7.8% 4.0% - 7.8% 13,093 13,769 Dec 2025 - Apr 2029 Dec 2025 - Jun 2028 Bank 3 Fixed - 2.3% + SOFR** 3.5% Fixed - 2.3% + SOFR** 1,736 7,705 Feb 2026 Jan 2024 - Oct 2026 Bank 4 N/A 2.9% + SOFR** — 4,082 N/A Sep 2024 - Dec 2024 Bank 5 5.3% - 6.0%* 5.3% - 6.0%* 3,527 3,759 Jul 2030 - Sep 2030 Jul 2030 - Sep 2030 Bank 6 7.7% 7.7% 1,741 1,843 Jan 2030 Jan 2030 Bank 7 4.0% 4.0% 927 1,061 Sep 2027 Sep 2027 Bank 8 8.8% n/a 12,568 — May 2029 Long-term notes payable with financial institutions for the purchase of aircrafts Financial Institution 1 0.25% + Schwab Loan Rate 0.25% + Schwab Loan Rate 3,140 3,290 Dec 2027 Dec 2027 Financial Institution 2 3.6% - 7.0% 3.6% - 7.0% 8,123 8,435 Nov 2026 - May 2027 Nov 2026 - May 2027 Financial Institution 3 9.0% - 9.5% 9.0% - 9.5% 35,607 22,612 Sep 2030 - Mar 2034 Sep 2033 - Dec 2033 Credit facilities with financial institutions Financial Institution 4 1.3% + SOFR** - 2.8% + SOFR** 1.3% + SOFR** - 2.8% + SOFR** 70,378 72,688 See disclosure See disclosure below Bridge Notes n/a n/a n/a n/a See disclosure See disclosure below Other long-term debt payable EID loan See disclosure below See disclosure below 122 116 See disclosure See disclosure below Long-term debt from VIEs 38,915 40,491 Total Long-term notes payable 206,584 193,440 Less: Unamortized debt issuance costs and debt discount (271) (151) Less: current portion (22,753) (26,471) Long-term notes payable, non-current portion $ 183,560 $ 166,818 __________________ * The payment terms dictate that the Note shall bear interest at a rate equal to the Prime Rate plus 275 basis points with an initial interest rate set at 6% based on the Prime Rate and Loan Spread at the time of the agreement. The interest rate is to be adjusted every 5 years and be based on the Prime Rate published as of the date plus the Loan Spread. ** SOFR is defined as “Secured Overnight Financing Rate” The Company (the “borrowers”) routinely enters into long-term loan agreements with various lenders for the purpose of financing purchases of aircraft. These loans usually have an initial term between 2 to 15 years and sometimes the borrowers negotiate with the lenders to extend the maturity date at the end of the initial term. The Company will refinance as needed to meet its obligations as they become due within the next 12 months. The Company has maintained a positive relationship with the lenders and has not historically had any difficulty refinancing these debt obligations. Based on historical experience and the fact that the Company has not suffered any decline in creditworthiness, it expects that cash on hand and cash earnings will enable it to secure the necessary refinancing. Amendments are executed at times when interest rates and terms are changed. Under these long-term loan agreements, these borrowers usually pay principal and interest payments each month, followed by a balloon payment of all unpaid principal and accrued and unpaid interest due upon maturity, and when applicable, a loan origination fee upon execution. Each note payable is collateralized by the specific aircraft financed and is guaranteed by the owners of the borrowers. The lender may impose a restriction that the outstanding balance of the note may not exceed a percentage of the retail value of the collateral. In the event the outstanding value of the loan exceeds the percentage threshold of the collateralized aircraft, the borrowers may be required to make a payment in order to reduce the balance of the loan. Pursuant to the loan agreements, the borrowers must maintain certain debt service ratios (such as cash flow to leverage or certain EBITDA to total borrowings) specific to each lender as long as the borrowers hold outstanding loans. There are approximately forty separate loan agreements (each loan agreement includes the initial agreement and amendments if applicable) with note payable balances outstanding included in the condensed consolidated balance sheets (unaudited) as of June 30, 2024 and December 31, 2023. As of June 30, 2024 and December 31, 2023, unamortized debt issuance costs were $271 and $151 for long-term notes payable (excluding convertible note), respectively. During the three months ended June 30, 2024 and 2023 the Company recorded $52 and $15, respectively, in amortization of debt issuance cost within interest expense and during the six months ended June 30, 2024 and 2023 the Company recorded $67 and $41, respectively in amortization of debt issuance within interest expense in the condensed consolidated statements of operations and comprehensive income (loss) (unaudited). Total interest expense related to long-term debt (excluding convertible note and VIEs) was $3,047 and $2,041 for the three months ended June 30, 2024 and 2023, respectively, and total interest expense was $5,754 and $3,615 for the six months ended June 30, 2024 and 2023, respectively. The table below presents the Company’s contractual principal payments (not including debt issuance costs) as of June 30, 2024 under then-outstanding long-term debt agreements in each of the next five calendar years (does not include VIE loans): Fiscal year Amount 2024 $ 12,008 2025 75,989 2026 16,847 2027 11,772 2028 4,523 Thereafter 46,530 167,669 Long-term notes payable from VIE 38,915 Debt issuance costs (271) Total long-term notes payable $ 206,313 Credit Facility (Term Loan) In August 2018, the Company entered into a term loan agreement with a financial institution (the “Lender”) to provide a term loan with a maximum borrowing amount of $12,255, each borrowing considered a loan with a separate promissory note (the “Credit Facility”). Each term loan will be used to finance the purchase of aircraft and shall not exceed certain appraised value of the aircraft that is being financed. Interest accrues on the unpaid principal balance at a rate equal to the Overnight LIBOR-Based Rate (a per annum rate of interest which is equal to the greater of: (i) the floor rate 2.25%, and (ii) the sum of Overnight LIBOR plus 2.25% (Overnight LIBOR Margin) at the execution date of the promissory note. Interest on each loan will be paid in arrears on the same day of each month, commencing on the one-month anniversary of the promissory note. In addition to the interest payments, a principal payment of each loan will be paid monthly based on an amortization schedule of twelve years. The entire remaining principal balance of the loan, plus all accrued but unpaid interest shall be due and payable on the fifth-year anniversary of the promissory note (the “Term Loan Maturity Date”). Any installment of principal or interest on the loans which are not paid when due shall bear a default interest rate equal to the lesser of (i) the applicable LIBOR-based rate plus 3% per annum, or (ii) the highest rate then permitted by applicable law. A late charge of 5% of any payment will be imposed on any regularly scheduled payment not received by the Lender on or before 15 days from the date such payment is due. The Lender has the right to have any financed aircraft appraised during any outstanding obligations, at the Company’s sole cost and expense. In the event the loan is revealed to hav |
Leases
Leases | 6 Months Ended |
Jun. 30, 2024 | |
Leases [Abstract] | |
Leases | 16. Leases The Company’s lease arrangements generally pertain to real estate leases and aircraft. The Company leases real estate including hangars and office space under non-cancelable operating leases, ranging from two two Vehicle leases typically have month-to-month lease terms and are classified as short-term leases. The following table sets forth information about the Company’s operating lease costs for the years ended December 31, 2023 and 2022: Year Ended December 31, 2023 2022 Operating lease cost: $ 18,278 $ 12,986 Short-term lease cost 768 310 Total lease costs $ 19,046 $ 13,296 The following table sets forth supplemental information about the leases for the years ended December 31, 2023 and 2022: Year Ended December 31, 2023 2022 ROU assets obtained in exchange for new operating lease liabilities $ 48,807 $ 21,853 Weighted-average remaining lease term – operating leases 8.52 years 10.16 years Weighted-average discount rate – operating leases 6.54 % 5.86 % The Company’s future lease payments under non-cancellable operating leases as of December 31, 2023 are as follows: Fiscal Year Amount 2024 $ 22,733 2025 20,547 2026 17,670 2027 12,299 2028 5,585 Thereafter 40,696 Total undiscounted cash flows 119,530 Less: Imputed interest (33,523) Present value of lease liabilities $ 86,007 17. Leases The Company’s lease arrangements generally pertain to real estate leases and aircraft. The Company leases real estate including hangars and office space under operating leases, ranging from two two Vehicle leases typically have month-to-month lease terms and are classified as short-term leases. The following table sets forth information about the Company’s operating lease costs for the three and six months ended June 30, 2024 and June 30, 2023: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Operating lease cost $ 5,189 $ 4,291 $ 10,787 $ 7,823 Short-term lease cost 403 113 727 223 Total lease costs $ 5,592 $ 4,404 $ 11,514 $ 8,046 The following table sets forth supplemental cash flow information about the leases for the six months ended June 30, 2024 and 2023: Six Months Ended June 30, 2024 2023 ROU assets obtained in exchange for new operating lease liabilities $ 3,571 $ 23,507 Supplemental balance sheet information related to the leases is as follows: June 30, December 31, Weighted-average remaining lease term – operating leases 9.20 years 8.52 years Weighted-average discount rate – operating leases 6.63 % 6.54 % The Company’s future lease payments under operating leases as of June 30, 2024 are as follows: Fiscal Year Amount Remainder of 2024 $ 9,849 2025 18,099 2026 15,622 2027 10,444 2028 4,561 Thereafter 40,742 Total undiscounted cash flows 99,317 Less: Imputed interest (30,079) Present value of lease liabilities $ 69,238 |
Warrant Liabilities
Warrant Liabilities | 6 Months Ended |
Jun. 30, 2024 | |
Other Liabilities Disclosure [Abstract] | |
Warrant Liabilities | 17. Warrant Liabilities In connection with the Merger, the Company assumed 7,066,668 EGA public warrants and 4,333,333 EGA private placement warrants. The Warrants are not exercisable until at least 30 days after the Merger, as such, no warrants were exercised prior to December 31, 2023. Each such Warrant will be exercisable at an exercise price of $11.50 for one share of flyExclusive Class A Common Stock, subject to adjustments. The Warrants may be exercised for a whole number of shares of the Company. No fractional shares will be issued upon exercise of the Warrants. The Warrants will expire on December 27, 2028, or earlier upon redemption or liquidation. The Private Placement Warrants are identical to the Public Warrants except that the Private Placement Warrants are exercisable on a cashless basis and are non-redeemable so long as they are held by the EGA Sponsor or their permitted transferees. If the private warrants are held by someone other than the initial purchasers or their permitted transferees, the private warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. 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 (the“30-day redemption period”) to each warrant holder; and • if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three If the Company calls the Public Warrants for redemption, 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 the common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, consolidation, combination, reverse stock split, or reclassification. The Warrants are classified as derivative liabilities because they do not meet the criteria in ASC 815-40 to be considered indexed to the entity’s own stock as the warrants could be settled for an amount that is not equal to the difference between the fair value of a fixed number of the entity’s shares and a fixed monetary amount. The Warrants are measured at fair value both on the date of issuance and on subsequent accounting period ending dates, with all changes in fair value after the issuance date recorded in the consolidated statements of operations and comprehensive income (loss) as a gain or loss. (see Note 4, "Fair Value Measurements," for additional information regarding fair value). On the Closing Date of the Merger, the Company recorded a warrant liability of $2,248 based on the fair value as of the Closing Date prior to the warrant exchanges (see Note 3, "Merger," for additional information regarding the warrant exchanges). For the year ended December 31, 2023, the Company remeasured the fair value of the Warrants and recorded a loss on the change in the fair value of $334. The loss was recorded to Other income (expense), on the consolidated statements of operations and comprehensive income (loss) for the year ended December 31, 2023. As of December 31, 2023, and December 31, 2022, the consolidated balance sheets contained warrant liabilities of $2,508 and zero, respectively. 18. Warrant Liabilities In connection with the Merger, the Company assumed the 7,066,668 Public Warrants issued by EGA and the 4,333,333 Private Placement Warrants issued by EGA which were outstanding at December 31, 2023. Each such Warrant is exercisable at an exercise price of $11.50 for one share of flyExclusive Class A Common Stock, subject to adjustments. The Warrants may be exercised for a whole number of shares of the Company. No fractional shares will be issued upon exercise of the Warrants. The Warrants will expire on December 27, 2028, or earlier upon redemption or liquidation. The Private Placement Warrants are identical to the Public Warrants except that the Private Placement Warrants are exercisable on a cashless basis and are non-redeemable so long as they are held by the EGA Sponsor or their permitted transferees. If the private warrants are held by someone other than the initial purchasers or their permitted transferees, the private warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Once the warrants become exercisable, the Company may redeem the outstanding warrants for cash (except as described herein with respect to the Private Placement 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 (the“30-day redemption period”) to each warrant holder; and • if, and only if, the reported last sale price of the Class A Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three If the Company calls the Public Warrants for redemption, 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 that governs the Public Warrants. The exercise price and number of the common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, consolidation, combination, reverse stock split, or reclassification. In connection with the securities purchase agreement, on March 4, 2024, EnTrust Emerald (Cayman) LP was issued a warrant to purchase shares of the Company's Class A Common Stock (the "Penny Warrants"). The Penny Warrants grant the holder the right to purchase shares of Common Stock in an aggregate amount equal to one and one-half (1½) percent of the outstanding Class A Common Stock on a fully diluted basis (the “Share Count Cap”), calculated in accordance with the terms of the Warrant Agreement, at an exercise price of $0.01 per share. The Penny Warrant is exercisable beginning on the second anniversary of the Effective Date (as defined in the warrant agreement that governs the Penny Warrants) as to 50% of the Share Count Cap and, beginning on the third anniversary, as to 100% of the Share Count Cap, in each case, in accordance with the terms of the Penny Warrants. The Penny Warrants expire on the fifth anniversary of the Effective Date and may not be exercised for a number of shares of Class A Common Stock having an aggregate value in excess of $11,250, calculated in accordance with the terms of the Penny Warrants. The Warrants are classified as derivative liabilities because they do not meet the criteria in ASC 815-40 to be considered indexed to the entity’s own stock as the warrants could be settled for an amount that is not equal to the difference between the fair value of a fixed number of the entity’s shares and a fixed monetary amount. The Warrants are measured at fair value both on the date of issuance and on subsequent accounting period ending dates, with all changes in fair value after the issuance date recorded in the condensed consolidated statements of operations and comprehensive income (loss) (unaudited) as a gain or loss. (see Note 5 "Fair Value Measurements" for additional information regarding fair value). On March 4, 2024, the Company recorded a warrant liability of $3,746 based on the fair value of the Penny Warrants issued as of the Closing Date of the Series A Preferred Issuance (see Note 24 "Stockholders’ Equity / Members' Deficit and Noncontrolling Interests" for additional information regarding the Series A Preferred issuance). On January 3, 2024 925,000 Public Warrants were exchanged for 203,500 shares of flyExclusive Class A Common Stock. On February 27, 2024, the remaining 336,124 Public Warrants subject to the Warrant Exchange Agreements were exchanged, for 73,947 shares of flyExclusive Class A Common Stock. During the three and six months ended June 30, 2024, holders of Public Warrants exercised 0 and 3,283,941 warrants, respectively, on a cashless basis, in accordance with the terms of the Public Warrants, resulting in an issuance of 967,045 shares of flyExclusive Class A Common Stock for the six months ended June 30, 2024. As of June 30, 2024, there were 4,333,333 Private Placement Warrants and 2,519,869 Public Warrants outstanding in addition to the Penny Warrants. For the three and six months ended June 30, 2024, the Company remeasured the fair value of the Warrants and recorded a loss on the change in the fair value of $899 and $3,679, respectively. The loss was recorded to Other income (expense), on the condensed consolidated statements of operations and comprehensive income (loss) (unaudited) for the three and six months ended June 30, 2024. As of June 30, 2024, and December 31, 2023, the condensed consolidated balance sheets (unaudited) and consolidated balance sheets contained warrant liabilities of $5,226 and $2,508, respectively. |
Employee Benefits
Employee Benefits | 6 Months Ended |
Jun. 30, 2024 | |
Retirement Benefits [Abstract] | |
Employee Benefits | 18. Employee Benefits Defined Contribution Plan The Company established the flyExclusive 401(k) Plan (the “401k Plan”) under Section 401(k) of the Internal Revenue Code. Under the 401k Plan, employees (or “Participants”) with greater than two months of service may contribute up to the lesser of $58 or 100% of their compensation per year subject to the elective limits as defined by IRS guidelines. The Company may make discretionary matching contributions in amounts equal to a uniform percentage or dollar amount of employees’ elective deferrals each plan year. The Company is matching 50% of the first 8% of base compensation that participants contribute to the plan. Vesting in the Company’s contribution portion of their accounts is based on years of continuous service. A participant is 100% vested after 2 years of credited service. Investment selections consist of mutual funds. The Company’s contributions to the 401k Plan amounted to $1,158 and $973 for the years ended December 31, 2023 and 2022, respectively. Health and Welfare Benefits The Company provides health and welfare benefits to its employees, including health, life, dental and disability insurance, among others. 19. Employee Benefits Defined Contribution Plan The Company established the flyExclusive 401(k) Plan (the “401k Plan”) under Section 401(k) of the Internal Revenue Code. Under the 401k Plan, employees (or “Participants”) with greater than two months of service may contribute up to the lesser of Internal Revenue Service guidelines or 100% of their compensation per year subject to the elective limits as defined by IRS guidelines. The Company may make discretionary matching contributions in amounts equal to a uniform percentage or dollar amount of employees’ elective deferrals each plan year. The Company is matching 50% of the first 8% of base compensation that participants contribute to the 401k Plan. Vesting in the Company’s contribution portion of their accounts is based on years of continuous service. A participant is 100% vested after 2 years of credited service. Investment selections consist of mutual funds. The Company’s contributions to the 401k Plan amounted to $444 and $839 for the three and six months ended June 30, 2024, respectively and $341 and $651 for the three and six months ended June 30, 2023. Health and Welfare Benefits The Company provides health and welfare benefits to its employees, including health, life, dental and disability insurance, among others. |
Stock-based Compensation
Stock-based Compensation | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-based Compensation | 19. Stock-based Compensation 2023 Equity Incentive Plan The aggregate number of shares of common stock reserved for future issuance under the 2023 Equity Incentive Plan is 6,000,000 shares. The number of shares available for issuance under the 2023 Equity Incentive Plan will be proportionately adjusted for (i) any increase or decrease in the number of issued and outstanding shares resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the shares, or similar transaction affecting the shares, (ii) any other increase or decrease in the number of issued and outstanding shares effected without receipt of consideration by the Company, or (iii) any other transaction with respect to the Company’s Common Stock including a corporate merger, consolidation, acquisition of property or stock, separation (including a spin-off or other distribution of stock or property), reorganization, liquidation (whether partial or complete) or any similar transaction; provided, however that conversion of any convertible securities of the Company will not be deemed to have been effected without receipt of consideration. The 2023 Equity Incentive Plan will continue in effect for a period of 10 years from the Incentive Plan Effective Date unless sooner terminated. On December 27, 2023 (the "Grant Date"), 73,600 shares of fully vested Class A Common Stock were granted to employees of flyExclusive as compensation for services provided. The closing stock price as of the Grant Date was utilized to determine the fair value of the grant. The Company recognized the entire fair value of $882 as stock-based compensation within selling, general and administrative expense in the consolidated statements of operations and comprehensive income (loss) for the year ended December 31, 2023. The $882 was calculated as the 73,600 shares that immediately vested upon the Grant Date, which was the date of the closing of the Merger, multiplied by the Grant Date fair value per share of the Class A Common Stock of $11.98. No other awards were granted under the 2023 Equity Incentive Plan during the year ended December 31, 2023. As of December 31, 2023, 6,000,000 shares of the Company's common stock were available for future issuance under the 2023 Equity Incentive Plan. Employee Stock Purchase Plan The ESPP provides eligible employees of the Company with a convenient means of acquiring an equity interest in the Company through payroll deductions. The aggregate number of common stock reserved for future employee purchases under the ESPP is 1,500,000 shares. The number of shares available for issuance under the ESPP will be adjusted by the administrator in the event of any change affecting the number, class or terms of the Company’s Common Stock by reason of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares or other change affecting the outstanding common stock as a class without the Company’s receipt of consideration. Unless otherwise determined by the Compensation Committee of the Board, the ESPP will be administered on the basis of sequential six six six 20. Stock-based Compensation 2023 Equity Incentive Plan The aggregate number of shares of Class A Common Stock reserved for future issuance under the 2023 Equity Incentive Plan is 6,000,000 shares. The number of shares available for issuance under the 2023 Equity Incentive Plan will be proportionately adjusted for (i) any increase or decrease in the number of issued and outstanding shares resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the shares, or similar transaction affecting the shares, (ii) any other increase or decrease in the number of issued and outstanding shares effected without receipt of consideration by the Company, or (iii) any other transaction with respect to the Company’s Class A Common Stock including a corporate merger, consolidation, acquisition of property or stock, separation (including a spin-off or other distribution of stock or property), reorganization, liquidation (whether partial or complete) or any similar transaction; provided, however that conversion of any convertible securities of the Company will not be deemed to have been effected without receipt of consideration. The 2023 Equity Incentive Plan will continue in effect for a period of 10 years from the Incentive Plan Effective Date unless sooner terminated. No awards were granted under the 2023 Equity Incentive Plan during the three and six months ended June 30, 2024 or the three and six months ended June 30, 2023 . As of June 30, 2024, 6,000,000 shares of the Company's Class A Common Stock were available for future issuance under the 2023 Equity Incentive Plan. Employee Stock Purchase Plan In connection with the Merger, the Board approved the flyExclusive, Inc. Employee Stock Purchase Plan (the “ESPP”), on November 10, 2023 (the "ESPP Effective Date"), at which time the ESPP became effective, subject to stockholder approval. The ESPP was subsequently approved by the stockholders on December 18, 2023. The ESPP provides eligible employees with a means of acquiring an equity interest in the Company through payroll deductions. The aggregate number of shares of Class A Common Stock reserved for future employee purchases under the ESPP is 1,500,000 shares. The ESPP will expire on October 31, 2033, unless sooner terminated by the Board, or when all available shares have been purchased. As of June 30, 2024, no shares had been purchased by employees under the ESPP. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 20. Income Taxes The Company is subject to U.S. federal, state and local income taxes with respect to its allocable share of any taxable income or loss as well as any standalone income or loss flyExclusive Inc generates. As of December 31, 2023, flyExclusive, Inc held 22% of the economic interest in LGM, which is treated as a partnership for U.S. federal income tax purposes. As a partnership, LGM generally is not subject to U.S. federal income tax under current U.S. tax laws as its net taxable income (loss) and any related tax credits are passed through to its members and included in their tax returns, even though such net taxable income (loss) or tax credits may not have actually been distributed. flyExclusive, Inc is subject to U.S. federal income taxes, in addition to state and local income taxes, with respect to its distributive share of the net taxable income (loss) and any related tax credits of LGM. The components of income tax expense for the year ended December 31, 2023 are as follows: Year Ended December 31, 2023 Current Federal $ — State — Total income taxes $ — The following table represents a reconciliation of income tax expense at the statutory federal income tax rate to the actual income tax expense from continuing operations: Year Ended December 31, 2023 Amount Tax Rate Loss before income taxes $ (54,738) Tax expense at statutory rate (11,495) 21.0 % Increases (reductions) in taxes resulting from: Loss attributable to redeemable noncontrolling interest (225) 0.4 Change in fair value of warrant liabilities 70 (0.1) Change in fair value of derivative liability (955) 1.7 Change in valuation allowance 952 (1.7) Unrecognized benefit from LLC flow thru structure 11,667 (21.3) Deferred Rate Change — — State income taxes, net of federal income tax benefit — — Other adjustments, net (14) — Income tax expense $ — — % The effective tax rate was —% for the year ended December 31, 2023. Our effective tax rate differs from the federal statutory rate of 21% primarily due to the unrecognized benefit from the LLC flow thru structure. Deferred income taxes result from temporary differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities. The principal components of our net deferred tax liability were as follows: December 31, 2023 Deferred tax assets Net operating loss carryforward $ 634 Interest Expense 558 Start Up Cost 679 Outside basis difference on investment in LGM Enterprises, LLC (a) 12,963 Other, net — Total deferred tax assets 14,834 Valuation allowance (14,834) Net deferred tax assets $ — __________________ (a) The Company's deferred tax asset for the investment in partnership relates to the excess outside tax basis over financial reporting outside basis in LGM Enterprises, LLC, which is treated as a partnership for U.S. federal income tax purposes. We evaluate the realizability of our deferred tax assets on a quarterly basis and establish valuation allowances when it is more likely than not that all or a portion of our deferred tax assets may not be realized. In making this determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary difference, projected future taxable income and tax planning strategies. As of December 31, 2023, we concluded based on the weight of all available positive and negative evidence, that it is more likely than not that the majority of deferred tax assets will not be realized. Accordingly a valuation allowance of $14,834 has been established as of December 31, 2023. The full valuation allowance will remain until there is sufficient evidence to support the reversal of all or some portion of these allowances. As of December 31, 2023, the Company had U.S federal net operating loss carryforwards ("NOL") totaling $2,607 which have expiration dates extending indefinitely without expiration as well as state NOL carryforwards totaling $2,607 which have various expiration dates extending through 2043. The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions in which it operates. Therefore, the Company is subject to tax examination by various taxing authorities. The Company is not currently under examination, and is not aware of any issues under review that could result in significant payments, accruals or material deviation from its tax positions. To the extent the Company has tax attribute carryforwards, the tax years in which the attribute was generated may still be adjusted upon examination by the Internal Revenue Service and state and local tax authorities to the extent utilized in a future period. As of December 31, 2023, the tax years from 2019 to present generally remain open to examination by relevant taxing jurisdictions to which the Company is subject. 21. Income Taxes The Company is subject to U.S. federal, state and local income taxes with respect to its allocable share of any taxable income or loss as well as any standalone income or loss flyExclusive Inc generates. LGM was historically and remains a partnership for U.S. Federal income tax purposes with each partner being separately taxed on its share of taxable income or loss. The Company is subject to U.S. Federal income taxes, in addition to state and local income taxes, with respect to its distributive share of any net taxable income or loss and any related tax credits of LGM. The Company’s effective tax rate was 0% for the three and six months ended June 30, 2024. The effective income tax rate differed significantly from the statutory rate of 21%, primarily due to the losses allocated to non-controlling interest and a full valuation allowance against our deferred tax assets where it is more likely than not the deferred tax assets will not be realized. The Company has assessed the realizability of its net deferred tax assets and in that analysis has considered the relevant positive and negative evidence available to determine whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The Company has recorded a full valuation allowance against its deferred tax assets as of June 30, 2024, which will be maintained until there is sufficient evidence to support the reversal of all or some portion of these allowances. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 21. Related Party Transactions The Company regularly enters into related party transactions with entities associated with, and under control of, the majority owner of the Company. Management believes some transactions were conducted on terms equivalent to those prevailing in an arm’s-length transaction. However, some amounts earned or that were charged under these arrangements were not negotiated at arm’s length and may not represent the terms that the Company might have obtained from an unrelated third party. See below for a description of transactions with related parties. Purchases from Related Parties LGM Ventures, LLC (“LGMV”) is an entity with the same ownership structure as the Company. Carolina Air Center, LLC, Crystal Coast Aviation, LLC, and Kinston Jet Center, LLC are subsidiaries of LGMV and sellers of fuel. During the years ended December 31, 2023 and 2022, the Company purchased a total of $2,027 and $2,185 in fuel from subsidiaries of LGMV, respectively. This fuel represents approximately 3% and 3% of the Company’s total fuel purchases during the years ended December 31, 2023 and 2022, respectively. Leases from Related Parties Kinston Jet Center, LLC, Kinston Jet House, LLC, and LGM Auto, LLC are subsidiaries of LGMV and lessors of real property and equipment (such as trucks, trailers and vans). During the years ended December 31, 2023 and 2022, the Company incurred rent expense to subsidiaries of LGMV totaling $1,646 and $1,235, respectively. See Note 16, "Leases" for further details. Due to Related Parties Amounts due to related parties on the consolidated balance sheets as of December 31, 2023 were zero. Amounts due to related parties on the consolidated balance sheets as of December 31, 2022 totaled $72 and relate to fuel and lease purchases from LGMV and Kinston Jet Center, LLC. Accounts payable to related parties for fuel and lease purchases are recorded as increase in equity and a decrease in due to related parties at closing. As of December 31, 2023 and 2022, the Company recognized an increase in equity related to related party payables of $1,047 and $6,188, respectively. Sales to Related Parties The Company allows owners of subsidiaries and lessor SAEs without Equity (“lessor VIEs”) to charter flights at a reduced rate. During the years ended December 31, 2023 and 2022, the Company recorded $22,279 and $22,468 in charter flight revenue from owners of subsidiaries and lessor VIEs, respectively. During the years ended December 31, 2023 and 2022, the Company recorded $80 and $15 in revenue from related parties not considered owners of subsidiaries or lessor VIEs, respectively. Receivables from Related Parties Short term accounts receivable from related parties are comprised of customer flight activity charges and totaled $1,911 and $2,996 as of December 31, 2023 and December 31, 2022, respectively. In addition, long-term accounts receivable from related parties are comprised of customer flight activity charges that are not expected to be repaid until the Company's exercise of a repurchase option within the lease agreement with the related party. Upon this repurchase by the Company, any outstanding receivable balance due to the Company would offset the aggregate repurchase option exercise price. Long-term accounts receivable from related parties totaled $0 and $2,629 as of December 31, 2023 and December 31, 2022, respectively. Accounts receivable from related parties are recorded as a decrease in equity and a decrease in accounts receivable from related parties at closing. As of December 31, 2023 and 2022, the Company recognized a reduction of equity related to related party receivables of $6,114 and $12,894, respectively. The Company occasionally makes accounts payable payments on behalf of LGMV. Related party receivables from LGMV are immaterial as of December 31, 2023 and December 31, 2022, respectively. Notes Receivable In the normal course of its business, the Company finances upfront third-party buyers of their SAEs and holds notes receivable from these buyers. Notes receivable is comprised of $2,433 of a related party’s purchase of 99% ownership of a consolidated subsidiary and $2,404 of another related party’s purchase of 99% ownership of a consolidated subsidiary as of December 31, 2023. Notes receivable is comprised of $2,572 of a related party’s purchase of 99% ownership of a consolidated subsidiary and $2,545 of another related party’s purchase of 99% ownership of a consolidated subsidiary as of December 31, 2022. Short-Term Notes Payable to Related Parties In December 2023, the Company issued to the Sponsor $15,871 in principal amount of senior secured notes due in December 2024. The notes were issued with a stated rate of 14% and interest is payable monthly in arrears. The senior secured notes will mature one year from closing date, at which time the full principal amount will be due, along with any accrued unpaid interest. Unamortized debt issuance costs related to the senior secured notes were $879 as of December 31, 2023. On December 27, 2023, the Company entered into an additional promissory note with the EGA Sponsor, with a principal amount of $3,947. The promissory note bears an annual interest rate of 8% with a maturity date of September 18, 2024. As of December 31, 2023, the balance of the Short-term notes payable - related party on the consolidated balance sheets was $18,939. Other Transactions with Related Parties The Company is a guarantor to a term note, dated January 29, 2021, between Sea Jay, LLC and a financial institution where the initial principal balance is in the amount of $11,900. Sea Jay, LLC is wholly owned by LGMV. The Company is a guarantor to two term notes, dated February 25, 2022 and November 17, 2023, between Kinston Jet Center, LLC and a financial institution where the initial principal balances are in the amounts of $5,280 and $1,800, respectively. On September 14, 2023, the Company exercised its repurchase option on a 50% interest of an aircraft co-owned with Peter Hopper, Director, which resulted in the termination of an aircraft lease with DH Aviation, LLC and subsequent purchase of 50% of the underlying aircraft. This purchase option was settled with a cashless transaction, in which the Company received the aircraft interest in exchange for settling $1,650 of trade receivables the seller had with the Company. The nature of this transaction was agreed upon in the early stages of the relationship. On December 15, 2023, the Company distributed 100% of the equity interests in its wholly-owned subsidiary, JS Longitude, LLC ("JS Longitude"), to the Existing Equityholders, and concurrent with this distribution the Existing Equityholders transferred these equity interests to LGMV. The Company will continue to lease the aircraft held by JS Longitude for Segrave's business and personal use at a rate of $200 per month. In conjunction with the transfer, $16,004 in debt related to the purchase of the aircraft held by JS Longitude was transferred to LGMV. 22. Related Party Transactions The Company regularly enters into related party transactions with entities associated with, and under control of, the majority owner of the Company. Management believes some transactions were conducted on terms equivalent to those prevailing in an arm’s-length transaction. However, some amounts earned or that were charged under these arrangements were not negotiated at arm’s length and may not represent the terms that the Company might have obtained from an unrelated third party. See below for a description of transactions with related parties. Purchases from Related Parties LGM Ventures, LLC (“LGMV”) is an entity owned by Thomas James Segrave, Jr. Carolina Air Center, LLC, Crystal Coast Aviation, LLC, and Kinston Jet Center, LLC are subsidiaries of LGMV and sellers of fuel. During the three and six months ended June 30, 2024, the Company purchased a total of $431 and $892 in fuel from subsidiaries of LGMV, respectively. This fuel represents approximately 2% and 2% of the Company’s total fuel purchases during the three and six months ended June 30, 2024 respectively. During the three and six months ended June 30, 2023 the Company purchased a total of $514 and $1,301 in fuel from subsidiaries of LGMV, respectively. This fuel represents approximately 4% and 3% of the Company’s total fuel purchases during the three and six months ended June 30, 2023. Leases from Related Parties Kinston Jet Center, LLC, Kinston Jet House, LLC, JS Longitude, and LGM Auto, LLC are subsidiaries of LGMV and lessors of real property and equipment (such as trucks, trailers and vans). During the three and six months ended June 30, 2024 the Company incurred rent expense to subsidiaries of LGMV totaling $1,034 and $2,062, respectively. During the three and six months ended June 30, 2023 the Company incurred rent expense to subsidiaries of LGMV totaling $299 and $656. See Note 17 "Leases" for further details. Due to Related Parties Outstanding accounts payable to related parties for fuel and lease purchases from LGMV as of June 30, 2024 and December 31, 2023 were $1,020 and $1,047, respectively . Sales to Related Parties The Company allows owners of subsidiaries and lessor SAEs without Equity (“lessor VIEs”) to charter flights at a reduced rate. During the three and six months ended June 30, 2024, the Company recorded $4,440 and $9,691 in charter flight revenue from owners of subsidiaries and lessor VIEs, respectively. During the three and six months ended June 30, 2023, the Company recorded $5,648 and $12,353 in charter flight revenue from owners of subsidiaries and lessor VIEs, respectively. Receivables from Related Parties Short term accounts receivable from related parties are comprised of these customer flight activity charges that exceed the prepaid balances of the respective customer’s account and totaled $1,770 and $1,911 as of June 30, 2024 and December 31, 2023, respectively. Related party receivables from LGMV are immaterial as of June 30, 2024 and December 31, 2023, respectively. Notes Receivable In the normal course of its business, the Company finances upfront third-party buyers of their SAEs and holds notes receivable from these buyers. Notes receivable was comprised of $2,330 of a related parties' purchases of 99% ownership of a consolidated subsidiary as of June 30, 2024. During the six months ended June 30, 2024, the Company applied $3,973 in notes receivable from a related party towards the Company's purchase of their 99% ownership interest. Notes receivable was comprised of $2,404 of a related party’s purchase of 99% ownership of a consolidated subsidiary and $3,973 of another related party’s purchase of 99% ownership of a consolidated subsidiary as of December 31, 2023. Notes Payable to Related Parties - Short Term In December 2023, the Company issued $15,871 in principal amount of senior secured notes due in December 2024 in a private offering. The notes were issued with a stated rate of 14% and interest is payable monthly in arrears. The senior secured notes will mature one year from the issuance date at which time the full principal amount will be due, along with any accrued unpaid interest. As of June 30, 2024 and December 31, 2023 unamortized debt issuance cost related to the short term senior secured note was $423 and $879, respectively. Total interest expense related to the senior secured note was $787 and $0 for the three months ended June 30, 2024 and 2023, respectively, and total interest expense related to the senior secured note was $1,563 and $0 for the six months ended June 30, 2024 and 2023, respectively. On December 27, 2023, the Company entered into an additional promissory note with the EGA Sponsor with a principal amount of $3,947. The promissory note bears an annual interest rate of 8% with a maturity date of September 18, 2024. Total accrued interest related to the EGA Sponsor note was $79 and $0 as of June 30, 2024 and December 31, 2023, respectively. Total interest expense related to the EGA sponsor note was $79 and $0 for the three months ended June 30, 2024 and 2023, respectively, and total interest expense related to the EGA sponsor note was $158 and $0 for the six months ended June 30, 2024 and 2023, respectively. The balance of the Short-term notes payable - related party on the consolidated balance sheets was $22,295 and $18,939 as of June 30, 2024 and December 31, 2023, respectively. Issuance of Senior Secured Note On January 26, 2024 (the “Effective Date”), FlyExclusive Jet Share, LLC (the “Borrower”), a wholly-owned subsidiary of LGM, which is the operating company of flyExclusive, Inc. (the “Company,” and together with LGM as guarantors; in such capacity, the “Parent Guarantors”) entered into a Senior Secured Note (the “Note”) with ETG FE LLC (a related party of the Company through its affiliation with the EGA Sponsor), as the initial holder of the Note (the “Noteholder”), Kroll Agency Services, Limited, as administrative agent (the “Administrative Agent”) and Kroll Trustee Services, Limited, (the “Collateral Agent”). The Note covers borrowings of an aggregate principal amount of up to approximately $25,773, up to $25,000 of which is to finance the purchase or refinancing of aircraft relating to the Company’s fractional ownership program (the “Revolving Loan”). The Note matures on January 26, 2026 (the “Maturity Date”), at which time the aggregate outstanding principal amount and all accrued and unpaid interest (including accrued and unpaid fees and expenses) payable under the Note shall be due and payable. The full amount available for borrowings under the Note has been funded by the placement thereof into a cash escrow account, which will be released to the Borrower upon the satisfaction of certain conditions precedent contained in the Note. The Borrower may re-borrow repaid funds up until the Maturity Date unless it chooses to permanently reduce the borrowing availability under the Note and pays a prepayment premium equal to (i) if prior to January 26, 2025, the make-whole fee as detailed in the Note, or (ii) thereafter, the outstanding principal amount being prepaid multiplied by 3.00%. Following the occurrence of any Prepayment Event (as defined in the Note), at the option of the then majority Noteholders, the Borrower shall prepay the outstanding principal amount, all accrued and unpaid interest, and all other amounts in cash necessary to pay the Note in full. A Prepayment Event is the occurrence of any of the following: (i) a Change in Control (as defined in the Note); (ii) the Borrower or any of its subsidiaries incurring debt to refinance the Note; or (iii) the Borrower or any of its subsidiaries incurring debt in violation of the Note. A Change in Control is the occurrence of any of the following: (i) Thomas James Segrave, Jr. (the “Personal Guarantor”) ceasing to directly or indirectly own, free and clear of all liens or other encumbrances, at least 51% of the outstanding voting equity interests of the Company on a fully diluted basis; (ii) the Company ceasing to own, directly or indirectly, less than 100% of the outstanding equity interests of LGM; (iii) LGM ceasing to own, directly or indirectly, less than 100% of the outstanding equity interests of the Borrower; (iv) the occurrence of any “change of control” or similar provision under any agreement governing debt of the Parent Guarantors, the Borrower, or any of their respective subsidiaries; or (v) a sale, lease or other disposition (including by casualty or condemnation) of all, substantially all, or more than 50% of the consolidated assets of the Parent Guarantors, the Borrower, and their respective subsidiaries. The Note carries an interest rate of 3.00% per annum for the outstanding principal amount on deposit in the cash escrow account and 13.00% per annum for the outstanding principal amount that is withdrawn and released to the Borrower. All accrued and unpaid interest is due and payable in arrears on the last day of each calendar month (a “Payment Date”), commencing with the last day of the first calendar month following the first borrowing date and continuing until payment in full. On each Payment Date, the Borrower shall make a payment of the outstanding principal amount equal to 1.00% of each advance amount withdrawn from the cash escrow account and released to the Borrower and that has been outstanding for more than thirty (30) days. The obligations of the Borrower under the Note are secured on a first lien basis by the Collateral (as defined in the Security Agreement (as defined in the Note), and consisting generally of all sale proceeds from the disposition of fractional interests in aircraft or whole aircraft, certain rights in aircraft and all deposit accounts of the Borrower), and on a second lien basis by the pledged membership interests of the Borrower held by LGM. The Note includes customary affirmative and negative covenants, including certain limitations on the incurrence of additional indebtedness and liens, as well as usual and customary events of default for notes of this nature. The obligations of the Borrower under the Note are guaranteed by the Parent Guarantors and by the Personal Guarantor. As of the date that these condensed consolidated financial statements (unaudited) were available to be issued, the Company has drawn $25,643 under the Note. As of June 30, 2024 and December 31, 2023 unamortized debt issuance cost related to the Senior Secured Note was $756 and $0, respectively. Total interest expense related to the Senior Secured Note was $931 and $0 for the three months ended June 30, 2024 and 2023, respectively and total interest expense related to the Senior Secured Note was $1,488 and $0 for the six months ended June 30, 2024 and 2023, respectively. Other Transactions with Related Parties The Company is a guarantor to a term note, dated January 29, 2021, between Sea Jay, LLC and a financial institution where the initial principal balance is in the amount of $11,900. Sea Jay, LLC is wholly owned by LGMV. The Company is a guarantor to two term notes, dated February 25, 2022 and November 17, 2023, between Kinston Jet Center, LLC and a financial institution where the initial principal balances are in the amounts of $5,280 and $1,800, respectively. On September 14, 2023, the Company exercised its repurchase option on a 50% interest of an aircraft co-owned with Peter Hopper, Director, which resulted in the termination of an aircraft lease with DH Aviation, LLC and subsequent purchase of 50% of the underlying aircraft. This purchase option was settled with a cashless transaction, in which the Company received the aircraft interest in exchange for settling $1,650 of trade receivables the seller had with the Company. The nature of this transaction was agreed upon in the early stages of the relationship. On December 15, 2023, the Company distributed 100% of the equity interests in its wholly-owned subsidiary, JS Longitude, LLC ("JS Longitude"), to the Existing Equityholders, and concurrent with this distribution the Existing Equityholders transferred these equity interests to LGMV. The Company will continue to lease the aircraft held by JS Longitude for Segrave's business and personal use at a rate of $200 per month. In conjunction with the transfer, $16,004 in debt related to the purchase of the aircraft held by JS Longitude was transferred to LGMV. |
Commitment and Contingencies
Commitment and Contingencies | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 22. Commitments and Contingencies Legal Proceedings flyExclusive Litigation On June 30, 2023, flyExclusive served Wheels Up Partners, LLC (“WUP”) a Notice of Termination of the parties’ Fleet Guaranteed Revenue Program Agreement, dated November 1, 2021 (the “GRP Agreement”) following material breaches of the GRP Agreement by WUP, including WUP’s failure to pay outstanding amounts owed to flyExclusive under the GRP Agreement. Subsequently, on July 5, 2023, WUP filed a lawsuit against flyExclusive in the United States District Court for the Southern District of New York, alleging that flyExclusive breached the GRP Agreement and the implied duty of good faith and fair dealing therein by wrongfully terminating the GRP Agreement. WUP contends that flyExclusive did not have a right to terminate the GRP Agreement, that the termination was thus ineffective, and instead constituted a material breach of the GRP Agreement. WUP alleges this gave WUP the right to terminate the GRP Agreement, which WUP alleges it has done. The complaint seeks compensatory damages in an unspecified amount and attorney’s fees and costs. flyExclusive plans to defend this unjustified action by WUP vigorously. The Company is in the process of evaluating the impact of this event and an estimate cannot be made at this time. See Note 2, "Summary of Significant Accounting Policies," for additional details of the Guaranteed Revenue Program. Other Litigation The Company is subject to certain claims and contingent liabilities that arise in the normal course of business. While we do not expect that the ultimate resolution of any of these pending actions will have a material effect on our consolidated results of operations, financial position or cash flows, litigation is subject to inherent uncertainties. As such, there can be no assurance that any pending legal action, which we currently believe to be immaterial, does not become material in the future. Repurchase Contingencies The Company has entered into sale and leaseback transactions in the ordinary course of business (see Note 5, "Variable Interest Entities"), and the Company has certain repurchase contingencies at the option of the lessors. These transactions typically require the aircraft lessor to provide the Company with formal notice of the exercise of the put option associated with the lease no later than 60 or 90 days in advance of the end of the lease term, with the aircraft repurchase to occur at the end of the lease term. Each lease with an associated put option has a lease term of typically 5 to 10 years from the date the aircraft is added by the FAA to the Company’s Charter Certificate Operation Specifications, and occasionally has a lease term beginning on the effective date of the lease agreement or the date the aircraft is delivered to the Company. Additionally, the put option purchase price is typically reduced dollar for dollar by the amount of each monthly payment or flight credit over the course of the lease term, but not reduced below a certain threshold. The following is a schedule by years of future repurchase contingencies under the leases as of the year ended December 31, 2023: Fiscal Year Amount 2024 $ 3,735 2025 7,464 2026 29,524 2027 26,145 2028 7,364 $ 74,232 On August 26, 2021, the Company was issued formal notice from a lessor that it had exercised the end of term put option in connection with a leased aircraft. The Company is obligated to repurchase the aircraft in 2026 at the end of the lease term at the price of $3,450 less the dollar-for-dollar amount of each monthly payment made over the course of the lease term, but not reduced below $2,070 by application of such reduction. 23. Commitments and Contingencies Legal Proceedings flyExclusive Litigation On June 30, 2023, flyExclusive served Wheels Up Partners, LLC (“WUP”) a Notice of Termination of the parties’ Fleet Guaranteed Revenue Program Agreement, dated November 1, 2021 (the “GRP Agreement”) following material breaches of the GRP Agreement by WUP, including WUP’s failure to pay outstanding amounts owed to flyExclusive under the GRP Agreement. Subsequently, on July 5, 2023, WUP filed a lawsuit against flyExclusive in the United States District Court for the Southern District of New York, alleging that flyExclusive breached the GRP Agreement and the implied duty of good faith and fair dealing therein by wrongfully terminating the GRP Agreement. WUP contends that flyExclusive did not have a right to terminate the GRP Agreement, that the termination was thus ineffective, and instead constituted a material breach of the GRP Agreement. WUP alleges this gave WUP the right to terminate the GRP Agreement, which WUP alleges it has done. The complaint seeks compensatory damages in an unspecified amount and attorney’s fees and costs. flyExclusive plans to defend this unjustified action by WUP vigorously. The Company is in the process of evaluating the impact of this event and an estimate cannot be made at this time. Other Litigation The Company is subject to certain claims and contingent liabilities that arise in the normal course of business. While we do not expect that the ultimate resolution of any of these pending actions will have a material effect on our consolidated results of operations, financial position or cash flows, litigation is subject to inherent uncertainties. As such, there can be no assurance that any pending legal action, which we currently believe to be immaterial, does not become material in the future. Repurchase Contingencies The Company has entered into sale and leaseback transactions in the ordinary course of business (see Note 6, "Variable Interest Entities"), and the Company has certain repurchase contingencies at the option of the lessors. These transactions typically require the aircraft lessor to provide the Company with formal notice of the exercise of the put option associated with the lease no later than 60 or 90 days in advance of the end of the lease term, with the aircraft repurchase to occur at the end of the lease term. Each lease with an associated put option has a lease term of typically 5 to 10 years from the date the aircraft is added by the FAA to the Company’s Charter Certificate Operation Specifications, and occasionally has a lease term beginning on the effective date of the lease agreement or the date the aircraft is delivered to the Company. Additionally, the put option purchase price is typically reduced dollar for dollar by the amount of each monthly payment or flight credit over the course of the lease term, but not reduced below a certain threshold. The following is a schedule by years of future repurchase contingencies under the leases as of six months ended June 30, 2024: Fiscal Year Amount Remainder of 2024 $ 5,095 2025 8,722 2026 30,799 2027 23,938 2028 5,687 $ 74,241 |
Stockholders' Equity _ Members'
Stockholders' Equity / Members' Deficit and Noncontrolling Interests | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
Stockholders' Equity / Members' Deficit and Noncontrolling Interests | 23. Stockholders’ Equity / Members' Deficit and Noncontrolling Interests On December 27, 2023, in connection with the closing of the Merger, the Company entered into the Second Amended and Restated Certificate of Incorporation (the "Charter"). The total number of shares of all classes of stock the Company is authorized to issue pursuant to the Charter is 325,000,000 shares, consisting of the following: Preferred Stock The Company is authorized to issue 25,000,000 shares of preferred stock at a par value of $0.0001 per share. As of December 31, 2023 there were no shares of preferred stock issued or outstanding. Class A Common Stock The Company is authorized to issue 200,000,000 shares of Class A Common Stock at a par value of $0.0001 per share. As of December 31, 2023, there were 16,647,529 shares of Class A Common Stock issued and outstanding. Class B Common Stock The Company is authorized to issue 100,000,000 shares of Class B Common Stock at a par value of $0.0001 per share. As of December 31, 2023, there were 59,930,000 shares of Class B Common Stock issued and outstanding. The holders of the Class B Common Stock hold an equal number of LGM Common Units. Beginning on the first anniversary of the Closing Date, the LGM Common Units may be redeemed for either one share of Class A Common Stock or cash, at the election of the Board. For each LGM Common Unit that is redeemed, one Class B Common Stock will be automatically cancelled. Voting Rights The holders of Class A Common Stock and Class B Common Stock will vote together as a single class on all matters submitted to the stockholders for their vote or approval except as required by law or as provided in the Charter. Dividends The holders of Class A Common Stock will be entitled to receive dividends, if declared by the Board, out of the assets of the Company that are available at the time and in the amounts as the Board in its discretion may determine. With respect to stock dividends, holders of Class A Common Stock must receive shares of Class A Common Stock. The holders of Class B Common Stock will not have any right to receive dividends other than stock dividends consisting of shares of Class B Common Stock, in each case paid proportionally with respect to each outstanding share of Class B Common Stock. Liquidation Upon the Company's voluntary or involuntary liquidation or dissolution, the holders of all classes of Common Stock are entitled to their respective par value, and the holders of Class A Common Stock will then be entitled to share ratably in those assets that are legally available for distribution to stockholders after payment of liabilities and subject to the prior rights of any holders of preferred stock then outstanding. Other than their par value, the holders of Class B Common Stock will not have any right to receive a distribution upon a liquidation or dissolution of the Company. Noncontrolling Interest The Company held a controlling interest in several entities that are not wholly-owned as described above (see Note 5 "Variable Interest Entities") and net income or net loss of such entities is allocated on a straight percentage basis based on the given terms of each entity’s operating agreement (see percentage below). Net loss attributable to noncontrolling interests for the years ended December 31, 2023 and 2022 was $8,983 and $10,200, respectively. As of December 31, 2023, the noncontrolling interests in the Company’s consolidated entities are comprised of the following (11 entities): Entities - Major Owner Noncontrolling Interest Company Ownership Total Entities 1-3 99 % 1 % 100 % Entity 4 95 % 5 % 100 % Entity 5 77 % 23 % 100 % Entity 6 75 % 25 % 100 % Entity 7 70 % 30 % 100 % Entity 8 68 % 32 % 100 % Entity 9 67 % 33 % 100 % Entity 10 58 % 42 % 100 % Entity 11 52 % 48 % 100 % On July 1, 2023, the Company entered into an agreement with the noncontrolling interests of certain controlled and consolidated aircraft leasing entities to exchange ownership interests involving sixteen aircraft and their related entities. The purpose of the transactions was to give the Company 100% ownership of certain aircraft. These transfers are accounted for as equity transactions and no gain or loss was recognized during the year ended December 31, 2023. These transfers are included within exchanges of aircraft ownership interests on the consolidated statements of stockholders' equity (deficit) / members' equity (deficit) and temporary equity. The carrying amounts of the assets and liabilities of the consolidated aircraft leasing entities are not changed. The carrying amounts of the noncontrolling interests are adjusted to reflect the change in the ownership interests of each consolidated aircraft leasing entity. As of December 31, 2022, the noncontrolling interests in the Company’s consolidated entities were comprised of the following (22 entities): Entities - Major Owner Noncontrolling Interest LGME’s ownership Total Entities 1-4 99 % 1 % 100 % Entity 5 75 % 25 % 100 % Entity 6 68 % 32 % 100 % Entity 7 67 % 33 % 100 % Entities 8-9 58 % 42 % 100 % Entities 10-22 52 % 48 % 100 % Redeemable Noncontrolling Interest The redeemable noncontrolling interest relates to the 59,930,000 LGM Common Units held by the Existing Equityholders. On the Closing Date, the redeemable noncontrolling interest was established and calculated as the product of its ownership percentage in the Company on the Closing Date, or 78.3%, and the carrying value of the LGM net liabilities immediately prior to the Closing Date. This resulted in a negative initial carrying value $42,431, presented within temporary equity on the consolidated statements of stockholders' equity (deficit) / members' equity (deficit) and temporary equity. The redeemable noncontrolling interest is not redeemable until the one year anniversary date of the Closing Date, or December 27, 2024; however, as of its establishment on the Closing Date it was probable of becoming redeemable as its potential future redemption was only dependent upon the passage of time. Therefore, the subsequent measurement of the redeemable noncontrolling interest at each reporting date is determined as the higher of (1) the initial carrying value, increased or decreased for the redeemable noncontrolling interest's share of net income or loss, or (2) the redemption value. In determining the measurement method of redemption value, the Company elected to accrete changes in the redemption value over the period from the date of issuance (the Closing Date) to the earliest redemption date (December 27, 2024) of the instrument using the interest method. Changes in the redemption value are considered to be changes in accounting estimates. Net income attributable to the redeemable noncontrolling interest for the years ended December 31, 2023 and 2022 was $1,080 and zero, respectively. Changes in the carrying value of the redeemable noncontrolling interest for the period from the Closing Date through December 31, 2023 were as follows: Balance as of December 27, 2023 $ (42,431) Net income attributable to redeemable noncontrolling interest 1,080 Change in redemption value of redeemable noncontrolling interest 5,826 Balance as of December 31, 2023 $ (35,525) 24. Stockholders’ Equity / Members' Deficit and Noncontrolling Interests On December 27, 2023, in connection with the closing of the Merger, the Company entered into the Second Amended and Restated Certificate of Incorporation (the "Charter"). The total number of shares of all classes of stock the Company is authorized to issue pursuant to the Charter is 325,000,000 shares, consisting of the following: Preferred Stock The Company is authorized to issue 25,000,000 shares of preferred stock at a par value of $0.0001 per share. As of June 30, 2024 there were 25,000 shares of preferred stock issued and outstanding. Issuance of Series A Preferred Temporary Equity and Warrants On March 4, 2024, the Company entered into a securities purchase agreement with EnTrust Emerald (Cayman) LP (a related party of the Company through its affiliation with the EGA Sponsor) pursuant to which the Company agreed to issue and sell to EnTrust Emerald (Cayman) LP 25,000 shares of Series A non-convertible redeemable preferred stock ("Series A Preferred Stock"), par value $0.0001 per share, with an initial stated value of $1 (one-thousand dollars) per share. The Series A Preferred Stock does not entitle the holder to vote on any matters submitted to the Company's stockholders for approval except as otherwise required by the General Corporation Law of the State of Delaware (the “DGCL”), other applicable law, the Company’s Certificate of Incorporation, or the Series A Certificate of Designation. In any case in which the holders shall be entitled to vote pursuant to the DGCL, other applicable law, the Company’s Certificate of Incorporation, or the Series A Certificate of Designation, each holder will be entitled to one vote with respect to such matter per share of Series A Preferred Stock. Each share of Series A Preferred Stock shall accrue dividends on a daily basis in arrears beginning on the date of issuance of the Series A Preferred Stock at the applicable dividend rate then in effect (the “Dividend Rate”). From and after the issuance date until the first-year anniversary of the issuance date, the Dividend Rate for the Series A Preferred Stock is 10.00% per annum. From and after the first-year anniversary of the issuance date until the second-year anniversary of the issuance date, the Dividend Rate for the Series A Preferred Stock is 12.00% per annum. From and after the second-year anniversary of the issuance date until the third-year anniversary of the issuance date, the Dividend Rate is 14.00% per annum. From and after the third-year anniversary of the issuance date, the Dividend Rate is 16.00% per annum. Dividends are due and payable annually in arrears on March 4 (the “Dividend Payment Date”) by either (A) cash payment or (B) to the extent not declared and paid in cash on the Dividend Payment Date, automatically compounded; provided that, the Company may not declare and pay in cash any dividends prior to the third Dividend Payment Date. On the third Dividend Payment Date, the Company must declare and pay at least 43% of the dividends in cash, and with respect to each subsequent Dividend Payment Date, the Company must pay 100% of the dividends in cash. We have recorded both an accretion of dividends payable of $819.4 on Series A Preferred Stock, which equates to $32.78 per share, as well as amortization of discount of $341 and $438 for the three and six months ended June 30, 2024 . These amounts are recorded as an accretion to temporary equity and a reduction in the accumulated deficit within the condensed consolidated statements of shareholders' equity (deficit) / members' equity (deficit) and temporary equity (unaudited). With respect to (a) payment of dividends, (b) distribution of assets and (c) all other liquidation, winding up, dissolution, dividend and redemption rights, the Series A Preferred Stock shall rank senior in priority of payment to all Junior Stock (as defined in the Series A Certificate of Designation) in any liquidation, dissolution, winding up or distribution of the Company, and junior to any existing or future secured or unsecured debt and other liabilities (including trade payables) of the Company and any Senior Stock (as defined in the Series A Certificate of Designation). After the first-year anniversary of the issuance of the Series A Preferred Stock, to the extent not prohibited by law, the Company may elect to redeem all outstanding shares of Series A Preferred Stock, or any portion thereof, for cash at a redemption price per share as detailed in the Series A Certificate of Designation. After the fifth-year anniversary of the issuance of the Series A Preferred Stock, each holder of the Series A Preferred Stock may elect to require the Company to redeem all of its outstanding shares of Series A Preferred Stock, or any portion thereof, for cash at a redemption price per share as detailed in the Series A Certificate of Designation. The Series A Certificate of Designation also describes events triggering mandatory redemption of the Series A Preferred Stock, including a Bankruptcy Event or a Change of Control Event, each as defined in the Series A Certificate of Designation. The prior written consent of the holders of a majority of the then outstanding shares of Series A Preferred Stock is required for the Company to effect certain enumerated actions in the Series A Certificate of Designation for so long as any shares of Series A Preferred Stock are outstanding. The Series A Preferred Stock features certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events. Accordingly, 25,000 shares of Series A Preferred Stock subject to possible redemption are presented within temporary equity on the condensed consolidated statements of shareholders' equity (deficit) / members' equity (deficit) and temporary equity (unaudited). In connection with the securities purchase agreement, on March 4, 2024, EnTrust Emerald (Cayman) LP was issued a warrant to purchase shares of the Company's Class A Common Stock, par value $0.0001. The warrant granted the holder the right to purchase shares of Common Stock in an aggregate amount equal to one and one-half (1½) percent of the outstanding Common Stock on a fully diluted basis (the “Share Count Cap”), calculated in accordance with the terms of the warrant agreement, at an exercise price of $0.01 per share. See Note 18 "Warrant Liabilities" for additional information regarding these warrants. Class A Common Stock The Company is authorized to issue 200,000,000 shares of Class A Common Stock at a par value of $0.0001 per share. As of June 30, 2024, there were 17,899,586 shares of Class A Common Stock issued and outstanding. Class B Common Stock The Company is authorized to issue 100,000,000 shares of Class B Common Stock at a par value of $0.0001 per share. As of June 30, 2024, there were 59,930,000 shares of Class B Common Stock issued and outstanding. The holders of the Class B Common Stock hold an equal number of LGM Common Units. Beginning on the first anniversary of the Closing Date, the LGM Common Units may be redeemed for either one share of Class A Common Stock or cash, at the election of the Board. For each LGM Common Unit that is redeemed, one Class B Common Stock will be automatically cancelled. Common Stock Voting Rights The holders of Class A Common Stock and Class B Common Stock will vote together as a single class on all matters submitted to the stockholders for their vote or approval except as required by law or as provided in the Charter. Common Stock Dividends The holders of Class A Common Stock will be entitled to receive dividends, if declared by the Board, out of the assets of the Company that are available at the time and in the amounts as the Board in its discretion may determine. With respect to stock dividends, holders of Class A Common Stock must receive shares of Class A Common Stock. The holders of Class B Common Stock will not have any right to receive dividends other than stock dividends consisting of shares of Class B Common Stock, in each case paid proportionally with respect to each outstanding share of Class B Common Stock. Common Stock Liquidation Upon the Company's voluntary or involuntary liquidation or dissolution, the holders of all classes of Common Stock are entitled to their respective par value, and the holders of Class A Common Stock will then be entitled to share ratably in those assets that are legally available for distribution to stockholders after payment of liabilities and subject to the prior rights of any holders of preferred stock then outstanding. Other than their par value, the holders of Class B Common Stock will not have any right to receive a distribution upon a liquidation or dissolution of the Company. Treasury Stock On December 26, 2023, the underwriter purchased 75,000 shares of EGA Class A common stock on behalf of the Company. The shares were purchased by the underwriter from a public stockholder that elected to reverse its redemption of 75,000 shares of EGA Class A common stock. The shares were purchased for a total purchase price of $818 ($10.90 per share) and the underwriter received reimbursement of $800 from EGA’s Trust Account on December 27, 2023, as well as reimbursement for the remaining $18 from the Company on January 2, 2024. Simultaneously with the closing of the Merger, the 75,000 shares of EGA Class A common stock were automatically exchanged for shares of non-redeemable flyExclusive, Inc. Class A Common Stock and 73,600 shares (out of the above-mentioned 75,000 shares) were granted to employees of the Company as compensation for services provided (the grant date for the 73,600 shares was determined to be December 27, 2023). The shares of flyExclusive Class A Common Stock were fully vested upon grant. As of December 31, 2023, all 75,000 shares were still legally considered to be owned by the underwriter. On January 2, 2024, the 75,000 shares were transferred from the underwriter to the Company, at which time the Company became the owner of record. On January 9, 2024, 73,600 shares were transferred from flyExclusive, Inc.’s ownership to the employee grantees and these 73,600 shares all had flyExclusive employees listed as the owners of record. The 1,400 shares of Class A Common Stock not issued to employees were still held by the Company and classified as treasury stock as of June 30, 2024. Events Related to the Amended Underwriting Agreement On May 10, 2024, the Company filed an amended Form S-1 for (a) the issuance of up to an aggregate of 2,521,569 shares of Class A Common Stock issuable upon the exercise of our Public Warrants and b) resale from time to time of (i) up to an aggregate of 15,545,274 outstanding shares of Class A Common Stock, (ii) 4,333,333 Private Placement Warrants, (iii) up to an aggregate of 4,333,333 shares of Class A Common Stock issuable upon the exercise of the Private Placement Warrants, and (iv) up to an aggregate of 59,930,000 shares of Class A Common Stock issuable upon the redemption of LGM Common Units. Noncontrolling Interest The Company held a controlling interest in several entities that are not wholly-owned as described above (see Note 6, "Variable Interest Entities") and net income or net loss of such entities is allocated on a straight percentage basis based on the given terms of each entity’s operating agreement (see percentage below). Net loss attributable to noncontrolling interests for the three and six months ended June 30, 2024 and 2023 was $2,200 and $7,650, and $1,722 and $4,259, respectively. As of June 30, 2024, the noncontrolling interests in the Company’s consolidated entities are comprised of the following (12 entities): Entities - Major Owner Noncontrolling Interest Company Ownership Total Entities 1-3 99 % 1 % 100 % Entity 4 95 % 5 % 100 % Entity 5 92 % 8 % 100 % Entity 6 77 % 23 % 100 % Entity 7 75 % 25 % 100 % Entity 8 70 % 30 % 100 % Entity 9 68 % 32 % 100 % Entity 10 67 % 33 % 100 % Entity 11 57 % 43 % 100 % Entity 12 52 % 48 % 100 % On March 26, 2024, the Company entered into an agreement with the noncontrolling interests of certain controlled and consolidated aircraft leasing entities to exchange ownership interests involving seven aircraft and their related entities. The purpose of the transactions was to give the Company 100% ownership of certain aircraft. These transfers are accounted for as equity transactions and no gain or loss was recognized during the three and six months ended June 30, 2024. These transfers are included within Acquisitions of non controlling interests on the condensed consolidated statements of shareholders' equity (deficit) / members' equity (deficit) and temporary equity (unaudited). The carrying amounts of the assets and liabilities of the consolidated aircraft leasing entities are not changed. The carrying amounts of the noncontrolling interests are adjusted to reflect the change in the ownership interests of each consolidated aircraft leasing entity. As of December 31, 2023, the noncontrolling interests in the Company’s consolidated entities were comprised of the following (11 entities): Entities - Major Owner Noncontrolling Interest Company Ownership Total Entities 1-3 99 % 1 % 100 % Entity 4 95 % 5 % 100 % Entity 5 77 % 23 % 100 % Entity 6 75 % 25 % 100 % Entity 7 70 % 30 % 100 % Entity 8 68 % 32 % 100 % Entity 9 67 % 33 % 100 % Entity 10 58 % 42 % 100 % Entity 11 52 % 48 % 100 % Redeemable Noncontrolling Interest The redeemable noncontrolling interest relates to the 59,930,000 LGM Common Units held by the Class B Common Stockholders. On the Closing Date of the merger (Refer to Note 4 "Merger"), the redeemable noncontrolling interest was established and calculated as the product of its ownership percentage in the Company on the Closing Date, and the carrying value of the LGM net liabilities immediately prior to the Closing Date. This resulted in a negative initial carrying value of $35,525 at December 31, 2023, presented within temporary equity on the condensed consolidated statements of shareholders' equity (deficit) / members' equity (deficit) and temporary equity (unaudited). The redeemable noncontrolling interest is not redeemable until the one year anniversary date of the Closing Date, or December 27, 2024; however, as of its establishment on the Closing Date it was probable of becoming redeemable as its potential future redemption was only dependent upon the passage of time. Therefore, the subsequent measurement of the redeemable noncontrolling interest at each reporting date is determined as the higher of (1) the initial carrying value, increased or decreased for the redeemable noncontrolling interest's share of net income or loss, or (2) the redemption value. In determining the measurement method of redemption value, the Company elected to accrete changes in the redemption value over the period from the date of issuance (the Closing Date) to the earliest redemption date (December 27, 2024) of the instrument using the interest method. Changes in the redemption value are considered to be changes in accounting estimates As of June 30, 2024 and December 31, 2023, the Company held a 23.0% and 22.0% common interest in LGM Units, respectively. The company is considered the primary beneficiary of the Operating Partnership as it has the power to direct the activities of the Operating Partnership and the rights to absorb 23.0% of the net income of the Operating Partnership. As the primary beneficiary, the Company consolidates the financial position and results of operations of the Operating Partnership. The net loss attributable to the redeemable noncontrolling interest for the three and six months ended June 30, 2024 was $20,501 and $42,200, respectively. Changes in the carrying value of the redeemable noncontrolling interest for the period from the six months through June 30, 2024 were as follows: Balance as of December 31, 2023 $ (35,525) Net loss attributable to redeemable noncontrolling interest (42,200) Change in redemption value of redeemable noncontrolling interest 186,707 Balance as of June 30, 2024 $ 108,982 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | 24. Subsequent Events Events Related to the Amended Underwriting Agreement On January 19, 2024, the Company filed a Form S-1 for the issuance of a) up to an aggregate of 5,805,544 shares of Class A Common Stock issuable upon the exercise of our publicly traded warrants with an exercise price of $11.50 per share and the b) resale from time to time of i) up to an aggregate of 15,545,274 outstanding shares of Class A Common Stock, ii) 4,333,333 private placement warrants with an exercise price of $11.50 per share, iii) up to an aggregate of 4,333,333 Class A Common Stock issuable upon the exercise of the private placement warrants, and iv) up to an aggregate of 59,930,000 shares of Class A Common Stock issuable upon the redemption of LGM Common Units. Subsequent to the initial filing of the Form S-1, the underwriter was issued 300,000 shares of Class A Common Stock in accordance with the Amended Underwriting Agreement. Additionally, subsequent to December 31, 2023, the Company entered into a waiver agreement with the underwriter to waive the Additional Stock penalty if the Form S-1 is not declared effective within sixty (60) business days after the consummation of the Merger. Activity Related to Reversal of Redemption of 75,000 Shares of EGA Class A Common Stock On December 26, 2023, the underwriter purchased 75,000 shares of EGA Class A common stock on behalf of the Company. The shares were purchased by the underwriter from a public stockholder that elected to reverse its redemption of 75,000 shares of EGA Class A common stock. The shares were purchased for a total purchase price of $818 ($10.90 per share) and the underwriter received reimbursement of $800 from EGA’s Trust Account on December 27, 2023, as well as reimbursement for the remaining $18 from the Company on January 2, 2024. Simultaneously with the closing of the Merger, the 75,000 shares of EGA Class A common stock were automatically exchanged for shares of non-redeemable flyExclusive, Inc. Class A Common Stock and 73,600 shares (out of the above-mentioned 75,000 shares) were granted to employees of the Company as compensation for services provided (the grant date for the 73,600 shares was determined to be December 27, 2023). The shares of flyExclusive Class A Common Stock were fully vested upon grant. As of December 31, 2023, all 75,000 shares were still legally considered to be owned by the underwriter. On January 2, 2024, the 75,000 shares were transferred from the underwriter to the Company, at which time the Company became the owner of record. On January 9, 2024, 73,600 shares were transferred from flyExclusive, Inc.’s ownership to the employee grantees and these 73,600 shares all had flyExclusive employees listed as the owners of record. The 1,400 shares of Class A Common Stock not issued to employees were still held by the Company and classified as treasury stock as of April 30, 2024. Activity Related to Warrant Exchange Agreements On January 3, 2024, 925,000 Public Warrants were exchanged, pursuant to the Warrant Exchange Agreements, for 203,500 shares of flyExclusive Class A Common Stock. On February 27, 2024, the remaining 336,124 Public Warrants subject to the Warrant Exchange Agreements were exchanged for 73,947 shares of flyExclusive Class A Common Stock. Issuance of Preferred Stock and Warrants On March 4, 2024, the Company entered into a securities purchase agreement with Entrust Emerald (Cayman) LP (a related party of the Company through its affiliation with the EGA Sponsor) pursuant to which the Company agreed to issue and sell to Entrust Emerald (Cayman) LP 25,000 shares of Series A non-convertible redeemable preferred stock ("Series A Preferred Stock"), par value $0.0001 per share, with an initial stated value of $1 (one-thousand dollars) per share. The Series A Preferred Stock does not entitle the holder to vote on any matters submitted to the Company's stockholders for approval except as otherwise required by the General Corporation Law of the State of Delaware (the “DGCL”), other applicable law, the Company’s Certificate of Incorporation, or the Series A Certificate of Designation. In any case in which the holders shall be entitled to vote pursuant to the DGCL, other applicable law, the Company’s Certificate of Incorporation, or the Series A Certificate of Designation, each holder will be entitled to one vote with respect to such matter per share of Series A Preferred Stock. Each share of Series A Preferred Stock shall accrue dividends on a daily basis in arrears beginning on the date of issuance of the Series A Preferred Stock at the applicable dividend rate then in effect (the “Dividend Rate”). From and after the issuance date until the first-year anniversary of the issuance date, the Dividend Rate for the Series A Preferred Stock is 10.00% per annum. From and after the first-year anniversary of the issuance date until the second-year anniversary of the issuance date, the Dividend Rate for the Series A Preferred Stock is 12.00% per annum. From and after the second-year anniversary of the issuance date until the third-year anniversary of the issuance date, the Dividend Rate is 14.00% per annum. From and after the third-year anniversary of the issuance date, the Dividend Rate is 16.00% per annum. Dividends are due and payable annually in arrears on March 4 (the “Dividend Payment Date”) by either (A) cash payment or (B) to the extent not declared and paid in cash on the Dividend Payment Date, automatically compounded; provided that, the Company may not declare and pay in cash any dividends prior to the third Dividend Payment Date. On the third Dividend Payment Date, the Company must declare and pay at least 43% of the dividends in cash, and with respect to each subsequent Dividend Payment Date, the Company must pay 100% of the dividends in cash. With respect to (a) payment of dividends, (b) distribution of assets and (c) all other liquidation, winding up, dissolution, dividend and redemption rights, the Series A Preferred Stock shall rank senior in priority of payment to all Junior Stock (as defined in the Series A Certificate of Designation) in any liquidation, dissolution, winding up or distribution of the Company, and junior to any existing or future secured or unsecured debt and other liabilities (including trade payables) of the Company and any Senior Stock (as defined in the Series A Certificate of Designation). After the first-year anniversary of the issuance of the Series A Preferred Stock, to the extent not prohibited by law, the Company may elect to redeem all outstanding shares of Series A Preferred Stock, or any portion thereof, for cash at a redemption price per share as detailed in the Series A Certificate of Designation. After the fifth-year anniversary of the issuance of the Series A Preferred Stock, each holder of the Series A Preferred Stock may elect to require the Company to redeem all of its outstanding shares of Series A Preferred Stock, or any portion thereof, for cash at a redemption price per share as detailed in the Series A Certificate of Designation. The Series A Certificate of Designation also describes events triggering mandatory redemption of the Series A Preferred Stock, including a Bankruptcy Event or a Change of Control Event, each as defined in the Series A Certificate of Designation. The prior written consent of the holders of a majority of the then outstanding shares of Series A Preferred Stock is required for the Company to effect certain enumerated actions in the Series A Certificate of Designation for so long as any shares of Series A Preferred Stock are outstanding. In connection with the securities purchase agreement, on March 4, 2024, Entrust Emerald (Cayman) LP was issued a warrant to purchase shares of the Company's Class A common stock, par value $0.0001. The warrant granted the holder the right to purchase shares of Common Stock in an aggregate amount equal to one and one-half (1½) percent of the outstanding Common Stock on a fully diluted basis (the “Share Count Cap”), calculated in accordance with the terms of the warrant agreement, at an exercise price of $0.01 per share. The Warrant is exercisable beginning on the second anniversary of the Effective Date (as defined in the warrant agreement) as to 50% of the Share Count Cap and, beginning on the third anniversary, as to 100% of the Share Count Cap, in each case, in accordance with the terms of the warrant agreement. The warrant agreement expires on the fifth anniversary of the Effective Date and may not be exercised for a number of shares of Common Stock having an aggregate value in excess of $11,250, calculated in accordance with the terms of the warrant agreement. Issuance of Senior Secured Note On January 26, 2024 (the “Effective Date”), FlyExclusive Jet Share, LLC (the “Borrower”), a wholly-owned subsidiary of LGM, which is the operating company of flyExclusive, Inc. (the “Company,” and together with LGM as guarantors; in such capacity, the “Parent Guarantors”) entered into a Senior Secured Note (the “Note”) with ETG FE LLC (a related party of the Company through its affiliation with the EGA Sponsor), as the initial holder of the Note (the “Noteholder”), Kroll Agency Services, Limited, as administrative agent (the “Administrative Agent”) and Kroll Trustee Services, Limited, (the “Collateral Agent”). The Note covers borrowings of an aggregate principal amount of up to approximately $25,773, up to $25,000 of which is to finance the purchase or refinancing of aircraft relating to the Company’s fractional ownership program (the “Revolving Loan”). The Note matures on January 26, 2026 (the “Maturity Date”), at which time the aggregate outstanding principal amount and all accrued and unpaid interest (including accrued and unpaid fees and expenses) payable under the Note shall be due and payable. The full amount available for borrowings under the Note has been funded by the placement thereof into a cash escrow account, which will be released to the Borrower upon the satisfaction of certain conditions precedent contained in the Note. The Borrower may re-borrow repaid funds up until the Maturity Date unless it chooses to permanently reduce the borrowing availability under the Note and pays a prepayment premium equal to (i) if prior to January 26, 2025, the make-whole fee as detailed in the Note, or (ii) thereafter, the outstanding principal amount being prepaid multiplied by 3.00%. Following the occurrence of any Prepayment Event (as defined in the Note), at the option of the then majority Noteholders, the Borrower shall prepay the outstanding principal amount, all accrued and unpaid interest, and all other amounts in cash necessary to pay the Note in full. A Prepayment Event is the occurrence of any of the following: (i) a Change in Control (as defined in the Note); (ii) the Borrower or any of its subsidiaries incurring debt to refinance the Note; or (iii) the Borrower or any of its subsidiaries incurring debt in violation of the Note. A Change in Control is the occurrence of any of the following: (i) Thomas James Segrave, Jr. (the “Personal Guarantor”) ceasing to directly or indirectly own, free and clear of all liens or other encumbrances, at least 51% of the outstanding voting equity interests of the Company on a fully diluted basis; (ii) the Company ceasing to own, directly or indirectly, less than 100% of the outstanding equity interests of LGM; (iii) LGM ceasing to own, directly or indirectly, less than 100% of the outstanding equity interests of the Borrower; (iv) the occurrence of any “change of control” or similar provision under any agreement governing debt of the Parent Guarantors, the Borrower, or any of their respective subsidiaries; or (v) a sale, lease or other disposition (including by casualty or condemnation) of all, substantially all, or more than 50% of the consolidated assets of the Parent Guarantors, the Borrower, and their respective subsidiaries. The Note carries an interest rate of 3.00% per annum for the outstanding principal amount on deposit in the cash escrow account and 13.00% per annum for the outstanding principal amount that is withdrawn and released to the Borrower. All accrued and unpaid interest is due and payable in arrears on the last day of each calendar month (a “Payment Date”), commencing with the last day of the first calendar month following the first borrowing date and continuing until payment in full. On each Payment Date, the Borrower shall make a payment of the outstanding principal amount equal to 1.00% of each advance amount withdrawn from the cash escrow account and released to the Borrower and that has been outstanding for more than thirty (30) days. The obligations of the Borrower under the Note are secured on a first lien basis by the Collateral (as defined in the Security Agreement (as defined in the Note), and consisting generally of all sale proceeds from the disposition of fractional interests in aircraft or whole aircraft, certain rights in aircraft and all deposit accounts of the Borrower), and on a second lien basis by the pledged membership interests of the Borrower held by LGM. The Note includes customary affirmative and negative covenants, including certain limitations on the incurrence of additional indebtedness and liens, as well as usual and customary events of default for notes of this nature. The obligations of the Borrower under the Note are guaranteed by the Parent Guarantors and by the Personal Guarantor. As of April 30, 2024, the Company has drawn $25,000 under the Note. Issuance of Promissory Notes In February 2024, the Company entered into a long-term promissory note in the amount of $4,200. The note bears a fixed interest rate of 7.25%, with a maturity date of five years from the note date. In March 2024, the Company entered into two additional long-term promissory notes in the principal amount of $6,964 each. The notes each bear a fixed interest rate of 9.45%, with a maturity date of ten years from the note date. LOC Master Note Amendment On March 9, 2024, the Company entered into an amendment to the LOC Master Note to extend the maturity date to September 9, 2025. The Master Note continues to provide a line of credit up to $60,000. Pursuant to the amendment, the Company elected the updated interest rate option of SOFR plus 1.50%. As of April 30, 2024, the Company has an outstanding balance of $59,540. Refinancing of Long-Term Debt In January 2024, the Company entered into an amendment of a long-term promissory note, which as of December 31, 2023 had a maturity date of January 2024, to extend the maturity date to January 2030. The note bears a principal amount of $1,843 and a fixed interest rate of 7.65%. In January 2024, the Company entered into an amendment of a long-term promissory note, which as of December 31, 2023 had a maturity date of January 2024, to extend the maturity date to February 2027. The note bears a principal amount of $1,153 and a fixed interest rate of 7.25%. 25. Subsequent Events Issuance of Preferred Stock and Warrants On August 8, 2024 the Company entered into a Securities Purchase Agreement (the “Agreement”) with EnTrust Emerald (Cayman) LP, a Cayman Islands limited partnership (“EnTrust”), and the EGA Sponsor (collectively with EnTrust, the “Purchasers”) (related parties of the Company through its affiliation with the EGA Sponsor), pursuant to which the Company agreed to issue and sell to the Purchasers an aggregate of 25,510 shares of Series B Convertible Preferred Stock, par value $0.0001 per share (the “Series B Preferred Stock”), and warrants (each, a “Warrant” and collectively, the “Warrants”) to purchase, in the aggregate, up to 5,000,000 shares of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”). The Company issued 20,408 shares of Series B Preferred Stock and a Warrant to purchase up to 4,000,000 shares of Common Stock to EnTrust on the Initial Closing Date and received gross proceeds of approximately $20.4 million. Pursuant to and subject to the terms and conditions of the Agreement, the Company expects to (i) issue the remaining 5,102 shares of Series B Preferred Stock and a Warrant to purchase up to 1,000,000 shares of Common Stock to EG Sponsor on a subsequent closing date, which shall be no later than August 15, 2024 (the “Subsequent Closing Date”) and (ii) receive additional gross proceeds of approximately $5.1 million on the Subsequent Closing Date. Except as otherwise required by the General Corporation Law of the State of Delaware (the “DGCL”), other applicable law, the Company’s Certificate of Incorporation, or the Series B Certificate of Designation, holders of Series B Preferred Stock are not entitled to any vote on matters submitted to the Company’s stockholders for approval. In any case in which the holders of Series B Preferred Stock shall be entitled to vote pursuant to the DGCL, other applicable law, the Company’s Certificate of Incorporation, or the Series B Certificate of Designation, each holder will be entitled to one vote with respect to such matter per share of Series B Preferred Stock. Each share of Series B Preferred Stock shall accrue dividends on a daily basis in arrears beginning on the Initial Issue Date at the applicable dividend rate then in effect (the “Dividend Rate”). From and after the Initial Issue Date, the Dividend Rate for Series B Preferred Stock shall be 12.00% per annum. From and after February 1, 2025 until July 31, 2025, the Dividend Rate for Series B Preferred Stock shall be 16.00% per annum. From and after August 1, 2025, the Dividend Rate for Series B Preferred Stock shall be 20.00% per annum. Dividends will be due and payable quarterly in arrears on the first Trading Day of each fiscal quarter of the Issuer (the “Dividend Payment Date”) by either (A) cash payment or (B) to the extent not declared and paid in cash on the Dividend Payment Date, automatically compounded; provided that, the Company may not declare and pay in cash any dividends prior to the first quarter of the Fiscal Year 2025 Dividend Payment Date. On the Dividend Payment Date with respect to the first fiscal quarter of the Fiscal Year 2025, the Company must declare and pay 50% of the dividends with respect to the period commencing February 1, 2025 and ending March 31, 2025 in cash. On the Dividend Payment Date with respect to the second fiscal quarter of the Fiscal Year 2025, the Company must declare and pay 50% of the dividends with respect to the full Dividend Period (as defined in the Series B Certificate of Designation) with respect to such quarter in cash. On the Dividend Payment Date with respect to the third fiscal quarter of the Fiscal Year 2025, the Company must declare and pay 50% of the dividends with respect to the period commencing July 1, 2025 and ending July 31, 2025 in cash, and the Company must declare and pay 100% of the dividends with respect to the period commencing August 1, 2025 and ending September 30, 2025 in cash. Thereafter, on each subsequent Dividend Payment Date, the Company must declare and pay 100% of the dividends in cash. With respect to (a) payment of dividends, (b) distribution of assets and (c) all other liquidation, winding up, dissolution, dividend and redemption rights, Series B Preferred Stock shall rank senior in priority of payment to all Junior Stock (as defined in the Series B Certificate of Designation) in any liquidation, dissolution, winding up or distribution of the Company, on a parity with the Parity Stock (as defined in the Series B Certificate of Designation), and junior to any existing or future secured or unsecured debt and other liabilities (including trade payables) of the Company and any Senior Stock (as defined in the Series B Certificate of Designation). From and after August 8, 2025 until the Automatic Conversion Date, each holder of Series B Preferred Stock may elect to require the Company to redeem all of its outstanding shares of Series B Preferred Stock, or any portion thereof, for cash at a redemption price per share as detailed in the Series B Certificate of Designation. The Series B Certificate of Designation also describes events triggering mandatory redemption of Series B Preferred Stock, including a Bankruptcy Event or a Change of Control Event, each as defined in the Series B Certificate of Designation. Each share of Series B Preferred Stock will automatically convert into a number of shares of the Company’s Common Stock on the earlier of December 31, 2025 and the closing of the Subsequent Capital Raise (as defined in the Series B Certificate of Designation) (the “Automatic Conversion Date”) at an initial conversion price of $5.00 (“Conversion Price”), subject to adjustment as provided in the Series B Certificate of Designation (including adjustments due to anti-dilution provisions). In the event that the VWAP on the Trading Day (each as defined in the Series B Certificate of Designation) immediately preceding the Automatic Conversion Date is less than the Conversion Price, the Conversion Rate (as defined in the Series B Certificate of Designation) with respect to each share of Series B Preferred Stock will be increased by the requisite number of shares of Common Stock such that the value of the shares of Common Stock issuable in respect of the initial stated value of each share of Series B Preferred Stock equals $1,000.00 (subject to adjustment). No fractional shares will be issued upon conversion; rather any fractional share will be rounded down to the nearest whole share. |
Organization and Operations_2
Organization and Operations | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Operations | 1. Organization and Operations Nature of the Business flyExclusive, Inc. is a holding company that has no material assets other than its ownership in LGM Enterprises, LLC ("LGM"), and flyExclusive, Inc. operates and controls all of the businesses and operations of LGM and LGM's subsidiaries. flyExclusive Inc. and its predecessor for accounting purposes, LGM, are collectively referred to herein as (“flyExclusive” or the “Company”). LGM is a premier owner, operator of jet aircraft and aircraft sales, with a focus on private jet charter. The Company's businesses provide separate offerings such as wholesale and retail ad hoc flights, a jet club program, partnership program, fractional program, and other services as well. The Company provides private jet charter services primarily in North America. On February 28, 2020, the Company acquired Sky Night, LLC (“Sky Night”), in order to develop its international presence. As part of its plan to become a full-service private aviation company, in 2021, the Company launched its maintenance, repair, and overhaul operations (“MRO”), offering maintenance, interior and exterior refurbishment to third parties in addition to maintaining its own fleet. On December 27, 2023 (the "Closing Date"), EG Acquisition Corp., a Delaware corporation ("EGA"), and LGM, a North Carolina limited liability company (“LGM”), consummated a business combination (the "Merger", see Note 3, "Merger") pursuant to the equity purchase agreement dated October 17, 2022 and subsequent amendment to the equity purchase agreement dated April 21, 2023, collectively, (the "Equity Purchase Agreement" or "EPA"). In connection with the closing of the Merger, EGA changed its name to flyExclusive, Inc. The common stock of flyExclusive ("flyExclusive Common Stock" or the "Company's Common Stock") and the public warrants of flyExclusive (the “Public Warrants”) commenced trading on The NYSE American LLC under the symbol "FLYX" and "FLYX WS", respectively, on December 28, 2023. Basis of Presentation 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 with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). Principles of Consolidation The consolidated financial statements include the accounts of flyExclusive, its wholly-owned subsidiaries, all majority owned subsidiaries where the ownership is more than 50% and the accounts of variable interest entities (“VIE”) for which flyExclusive or one of its subsidiaries is the primary beneficiary, regardless of the ownership percentage. All significant intercompany transactions and balances have been eliminated in consolidation. Where the Company’s ownership interest is less than 100%, the non-redeemable noncontrolling ownership interests held by third parties in the financial position and operating results of the Company’s subsidiaries and/or consolidated VIEs are reported as noncontrolling interest in the consolidated balance sheets within stockholders' / members' equity. Noncontrolling ownership interests that can be redeemed for cash whereby redemption is not within the sole control of the Company are classified as temporary equity in the consolidated balance sheets in accordance with Accounting Standards Codification ("ASC") 480-10-S99-3(A)(2). Liquidity and Going Concern Within the years ended December 31, 2023 and 2022, the Company incurred net losses and has operated with a working capital deficit. To date, the Company has financed its operations primarily through a combination of operating cash flows, the sale of equity securities and convertible debt, proceeds from the Reverse Recapitalization, and borrowings under loan facilities. At December 31, 2023, the Company had an accumulated deficit of $80,456 and a working capital deficit, as defined by a shortfall of current assets as compared with current liabilities of $104,743 and $6,934 as at December 31, 2023 and 2022, respectively. The Company’s net losses were $54,738 and $4,152 for the years ended December 31, 2023 and 2022, respectively. Net cash flows provided by operating activities were $8,665 and $45,639 during the years ended December 31, 2023 and 2022, respectively. A significant component of the Company’s operating losses and working capital deficit resulted from increased general and administrative costs associated with becoming a public company. The Company expects to incur operating losses in the near term as the Company advances its fleet modernization and associated cost savings initiatives. As of December 31, 2023, the Company had cash and cash equivalents of $11,626. On January 26, 2024, subsequent to the reporting date, a subsidiary of the Company entered into a Senior Secured Note (the “Note”) to support its fractional aircraft ownership program. The Note allows for borrowings of an aggregate principal amount of up to approximately $25,773, with up to $25,000 earmarked specifically to finance the acquisition or refinancing of aircraft under this program. Additionally, on March 4, 2024, subsequent to the reporting date, the company raised an additional $25,000 in the form of Series A Preferred Stock. On March 9, 2024, subsequent to the reporting date, the Company entered into an amendment to the LOC Master Note to extend the maturity date to September 9, 2025. See Note 24, "Subsequent Events," for further information. The Company believes its cash and cash equivalents on hand, operating cash flows, and proceeds from possible financings, if any, will be sufficient to fund operations, including capital expenditure requirements, for at least 12 months from the issuance date of these financial statements. However, the Company might need additional capital to fund growth plans or as circumstances change, which it could obtain through equity issuances, refinancing existing debt or new borrowings. Adequate capital may not be available to the Company when needed or on acceptable terms. If the Company is unable to raise capital, it could be forced to delay, reduce, suspend or cease its working capital requirements, capital expenditures and business development efforts, which would have a negative impact on its business, prospects, operating results and financial condition. 1. Organization and Operations Nature of the Business flyExclusive, Inc. is a holding company that has no material assets other than its ownership in LGM Enterprises, LLC ("LGM"), and flyExclusive, Inc. operates and controls all of the businesses and operations of LGM and LGM's subsidiaries. flyExclusive Inc. and its predecessor for accounting purposes, LGM, are collectively referred to herein as “flyExclusive” or the “Company”. flyExclusive is a premier owner, operator of jet aircraft and aircraft sales, with a focus on private jet charter. The Company's businesses provide separate offerings such as wholesale and retail ad hoc flights, a jet club program, partnership program, fractional program, and other services as well. The Company provides private jet charter services primarily in North America. On February 28, 2020, the Company acquired Sky Night, LLC (“Sky Night”), in order to develop its international presence. As part of its plan to become a full-service private aviation company, in 2021, the Company launched its maintenance, repair, and overhaul operations (“MRO”), offering maintenance, interior and exterior refurbishment to third parties in addition to maintaining its own fleet. On December 27, 2023 (the "Closing Date"), EG Acquisition Corp., a Delaware corporation ("EGA"), and LGM, a North Carolina limited liability company, consummated a business combination (the "Merger", see Note 4 "Merger") pursuant to the equity purchase agreement dated October 17, 2022 and subsequent amendment to the equity purchase agreement dated April 21, 2023, (collectively, the "Equity Purchase Agreement" or "EPA"). In connection with the closing of the Merger, EGA changed its name to flyExclusive, Inc. The common stock of flyExclusive ("flyExclusive Common Stock" or the "Company's Common Stock") and the public warrants of flyExclusive (the “Public Warrants”) commenced trading on The NYSE American LLC under the symbol "FLYX" and "FLYX WS", respectively, on December 28, 2023. Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). In the opinion of management, the condensed consolidated financial statements reflect all adjustments, consisting of normal recurring accruals, which are necessary for the fair presentation of the financial condition, and results of operations for the interim periods presented. The accompanying condensed consolidated financial statements were prepared in accordance with the requirements for interim financial information. Accordingly, these interim financial statements have not been audited and exclude certain disclosures required for annual financial statements. Also, the operating results presented for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for the entire year. These interim financial statements should be read in conjunction with the audited consolidated financial statements of the Company included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. Principles of Consolidation The condensed consolidated financial statements include the accounts of flyExclusive, its wholly-owned subsidiaries, all majority owned subsidiaries where the ownership is more than 50% and the accounts of variable interest entities (“VIE”) for which flyExclusive or one of its subsidiaries is the primary beneficiary, regardless of the ownership percentage. All significant intercompany transactions and balances have been eliminated in consolidation. Where the Company’s ownership interest is less than 100%, the non-redeemable noncontrolling ownership interests held by third parties in the financial position and operating results of the Company’s subsidiaries and/or consolidated VIEs are reported as noncontrolling interest in the condensed consolidated balance sheets (unaudited) within stockholders' / members' equity. Noncontrolling ownership interests that can be redeemed for cash whereby redemption is not within the sole control of the Company are classified as temporary equity in the condensed consolidated balance sheets (unaudited) in accordance with Accounting Standards Codification ("ASC") 480-10-S99-3(A)(2). Liquidity and Going Concern Within the six months ended June 30, 2024, the Company incurred net losses and has operated with a working capital deficit. To date, the Company has financed its operations primarily through a combination of operating cash flows, the sale of equity securities and convertible debt, proceeds from the Merger (which was accounted for as a reverse recapitalization), and borrowings under loan facilities. At June 30, 2024, the Company had an accumulated deficit of $149,705 and a working capital deficit, as defined by a shortfall of current assets as compared with current liabilities of $73,546 and $104,743 as at June 30, 2024 and December 31, 2023, respectively. The Company’s net losses were $60,844 and $5,881 for the six months ended June 30, 2024 and 2023, respectively. Net cash flows used by operating activities were $42,170 and $7,322 for the six months ended June 30, 2024 and 2023, respectively. A significant component of the Company’s operating losses and working capital deficit resulted from increased general and administrative costs associated with becoming a public company. The Company expects to incur operating losses in the near term as the Company advances its fleet modernization and associated cost savings initiatives. As of June 30, 2024, the Company had cash and cash equivalents of $9,339. The Company believes its cash and cash equivalents on hand, operating cash flows, and proceeds from possible financings and the fractional program will be sufficient to fund operations, including capital expenditure requirements, for at least 12 months from the issuance date of these financial statements. However, the Company might need additional capital to fund growth plans or as circumstances change, which it could obtain through equity issuances, refinancing existing debt or new borrowings. Adequate capital may not be available to the Company when needed or on acceptable terms. If the Company is unable to raise capital, it could be forced to delay, reduce, suspend or cease its working capital requirements, capital expenditures and business development efforts, which would have a negative impact on its business, prospects, operating results and financial condition. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Reclassification Certain amounts presented in the Company’s previously issued financial statements have been reclassified to conform to the current period presentation. In the consolidated balance sheets, the Company has made a reclassification within the current assets and the operating assets remain unchanged from the previously issued balance sheet as of December 31, 2022. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and related disclosures of contingent assets and liabilities as of the date of the consolidated financial statements as well as the reported amounts of revenues and expenses during the reporting period. Estimates are based on several factors including the facts and circumstances available at the time the estimates are made, historical experience, risk of loss, general economic conditions and trends and the assessment of the probable future outcome. Subjective and significant estimates include, but are not limited to, determinations of the useful lives and expected future cash flows of long-lived assets, including intangibles, estimates of allowances for uncollectible accounts, determination of impairment and fair value estimates associated with asset acquisitions. Actual results could differ from those estimates. Estimates and assumptions are reviewed periodically and the effects of changes, if any, are reflected in the consolidated statements of operations and comprehensive income (loss) in the period that they are determined. Segment Information The Company determined its operating segment after considering the Company’s organizational structure and the information regularly reviewed and evaluated by the Company’s chief operating decision maker (“CODM”) in deciding how to allocate resources and assess performance. The Company has determined that its CODM is its Chief Executive Officer. The CODM reviews the financial information on a consolidated basis for purposes of evaluating financial performance and allocating resources. On the basis of these factors, the Company determined that it operates and manages its business as one operating segment, charter aviation services. All ancillary and other revenue sources such as fractional ownership and MRO services are primarily to support the provision of the Company’s charter services to customers. Substantially all the Company’s long-lived assets are held in the United States, and revenue from charter aviation charter services is substantially earned from flights throughout the United States. Public Warrants and Private Warrants Upon the closing of the Merger, the Company assumed (i) the Public Warrants initially included in the EGA units issued in EGA's initial public offering, and (ii) the warrants of EGA held by EG Sponsor LLC (the “EGA Sponsor”) that were issued to the EGA Sponsor at the closing of EGA's initial public offering (the "Private Placement Warrants," and together with the Public Warrants, the "Warrants"). The Company determines the accounting classification of Warrants as either liability or equity by first assessing whether the Warrants meet liability classification in accordance with ASC 480, Distinguishing Liabilities from Equity (“ASC 480”). Under ASC 480, a financial instrument that embodies an unconditional obligation, or a financial instrument other than an outstanding share that embodies a conditional obligation, that the issuer must or may settle by issuing a variable number of its equity shares must be classified as a liability (or an asset in some circumstances) if, at inception, the monetary value of the obligation is based solely or predominantly on any one of the following: (a) a fixed monetary amount known at inception; (b) variations in something other than the fair value of the issuer’s equity shares; or (c) variations inversely related to changes in the fair value of the issuer’s equity shares. The Company determined that the Warrants should not be classified as liabilities under ASC 480. If financial instruments, such as the Warrants, are not required to be classified as liabilities under ASC 480, the Company assesses whether such instruments are indexed to the Company's own stock under ASC 815-40. In order for an instrument to be considered indexed to an entity's own stock, its settlement amount must always equal the difference between the following: (a) the fair value of a fixed number of the Company's equity shares, and (b) a fixed monetary amount or a fixed amount of a debt instrument issued by the Company. As there are scenarios where the settlement amount would not equal the difference between the fair value of a fixed number of shares and a fixed monetary amount (or a fixed amount of a debt instrument), the Company determined that the Warrants were not indexed to the Company's own stock and therefore that they must be classified as liabilities. The Company also determined that the Warrants met all criteria to meet the definition of a derivative under ASC 815- 10-15-83. The Company recorded the Warrants as liabilities on the consolidated balance sheets at fair value, with subsequent changes in the fair value recognized in the consolidated statements of operations and comprehensive income (loss) at each reporting date. Fair Value Measurement Certain assets and liabilities are carried at fair value under U.S. GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: Level 1 — Quoted prices in active markets for identical assets or liabilities. Level 2— Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. Level 3 — Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The Company’s cash equivalents and investments in securities are carried at fair value in Level 1 or Level 2, determined according to the fair value hierarchy described above (see Note 4 Fair Value Measurements). The carrying values of the Company’s accounts receivable, other receivables, parts and supplies inventory, accounts payable and accrued expenses and other current liabilities approximate their fair values due to the short-term nature of these instruments. The Company’s Bridge Notes (as defined in Note 15, "Debt") contained an embedded derivative feature that was required to be bifurcated and remeasured to fair value at each reporting period based on significant inputs not observable in the market, and was classified as a Level 3 measurement according to the fair value hierarchy described above. The carrying amount of the Company’s Bridge Notes approximated its fair value as the interest rates of the Bridge Notes are based on prevailing market rates. The Bridge Notes were converted into shares of the Company's Class A Common Stock on the Closing Date causing the derivative liability on the consolidated balance sheets to be removed as of and for the year ended December 31, 2023. The closing price of the Public Warrants is used as the fair value of the Public Warrants and Private Warrants as of each relevant reporting date. The fair value of the Public Warrants is classified as a Level 1 fair value measurement due to the use of an observable market quote in an active market. The fair value of the Private Warrants is classified as a Level 2 fair value measurement due to the use of an observable market quote for the Public Warrants, which are considered to be a similar asset in an active market. Concentration of Credit Risk The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash, cash equivalents and investments. The Company places its cash and cash equivalents with multiple high credit quality U.S. financial institutions. At various times throughout the period, the Company's cash deposits with any one financial institution may exceed the amount insured by the Federal Deposit Insurance Corporation (the “FDIC”). Generally, these deposits may be redeemed upon demand and, therefore, bear minimal risk. The Company has not experienced any losses of such amounts and management believes it is not exposed to any significant credit risk on its cash and cash equivalents. Customer Concentration The Company performs ongoing credit evaluations of its customers’ financial condition and generally requires no collateral. During the years ended December 31, 2023 and 2022, one customer accounted for $67,985 and $125,360, respectively, of net sales, which represents 22% and 39% of total revenue, respectively. As of December 31, 2023, one customer accounted for $341 of accounts receivable. This represented approximately 12% of accounts receivable as of December 31, 2023. As of December 31, 2022, one customer accounted for $8,682 of accounts receivable. This represented approximately 91% of accounts receivable as of December 31, 2022. During the year ended December 31, 2023, one vendor accounted for $60,909 of cost of revenue, which represents 23% of total cost of revenue. During the year ended December 31, 2022, one vendor accounted for $39,656 of cost of revenue, which represents 16% of total cost of revenue. There were no vendors accounting for greater than 10% of total accounts payable as of December 31, 2023 and December 31, 2022. Cash and Cash Equivalents Cash consists of bank deposits. Cash equivalents consist of highly liquid short-term investments with original maturities of three months or less at the time of purchase. As of December 31, 2023 and 2022, cash equivalents consisted of government money market funds. Cash equivalents are stated at fair value. Receivables, Net of Allowance for Credit Losses Accounts receivables are recorded at the invoiced or earned amount billed to the customers and are reported as net of an allowance for credit losses. Prior to adopting Accounting Standards Codification Topic 326, Financial Instruments – Credit Losses (“ASC Topic 326”), as set forth in “Recently Adopted Accounting Pronouncements” below, the Company applied an incurred loss estimate to calculate the allowance for doubtful accounts. Under ASC Topic 326, the Company maintains an allowance for credit losses and considers the level of past-due accounts based on the contractual terms of the receivables, historical write offs and existing economic conditions, as well as its relationships with, and the economic status of individual accounts to calculate the allowance for credit losses. The estimated credit losses charged to the allowance is recorded as "Selling, general and administrative" in the consolidated statements of operations and comprehensive income (loss). Accounts receivables are written off when deemed uncollectible based on individual credit evaluations and specific circumstances. The Company had an allowance for credit losses of $80 and $82 as of December 31, 2023 and December 31, 2022, respectively. Notes receivables are recorded at amortized cost, and are reported as net of an allowance for credit losses. Under ASC Topic 326, the Company maintains an allowance for credit losses based on the difference between the fair value of the collateral associated with the note, less costs to sell the asset, and the amortized cost basis of the note. The Company recognized an allowance for credit losses of $2,558 and zero as of December 31, 2023 and December 31, 2022, respectively. Parts and Supplies Inventory Inventories are used in operations and are generally held for internal use. Inventories are comprised of spare aircraft parts, materials and supplies, which are valued at the lower of cost, determined on a first-in, first-out (“FIFO”) basis, or net realizable value. Cost of inventories are determined using the specific identification method. The Company determines, based on the evidence that exists, whether or not it is appropriate to maintain a reserve for excess and obsolete inventory. The reserve is based on historical experience related to the disposal of inventory due to damage, physical deterioration, obsolescence or other causes. As of December 31, 2023 and 2022, the reserve was not material. Storage costs and indirect administrative overhead costs related to inventories are expensed as incurred. Investments in securities Investments in securities consist of fixed-income securities including corporate bonds, government bonds, municipal issues and U.S. treasury bills that are classified as available-for-sale (“AFS”) pursuant to ASC Topic 320, Investments—Debt and Equity Securities (“ASC Topic 320”). The Company classifies investments available to fund current operations as current assets on its consolidated balance sheets. The Company determines the appropriate classification of its investments at the time of purchase and re-evaluates the designations annually. The Company may sell certain marketable securities prior to their stated maturities for strategic reasons including, but not limited to, anticipation of credit deterioration and duration management. ASC Topic 326 eliminated the concept of other-than-temporary impairment for securities. For securities AFS in an unrealized loss position, the Company determines whether they intend to sell or if it is more likely than not that it will be required to sell the security before recovery of the amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the new standard requires the security’s amortized cost basis to be written down to fair value through income with an allowance being established under ASC Topic 326. For securities AFS with unrealized losses not meeting these criteria, the Company evaluates whether any decline in fair value is due to credit loss factors. In making this assessment, the Company considers the extent of the unrealized loss, any changes to the rating of the security by rating agencies and adverse conditions specifically related to the issuer of the security, among other factors. If this assessment indicates that a credit loss exists, impairment related to credit-related factors must be recognized as an allowance for credit losses (“ACL”) on the consolidated balance sheets with a corresponding adjustment to earnings. Impairment related to non-credit factors is recognized in other comprehensive income (loss). The Company evaluates AFS securities for impairment on a periodic basis. As of December 31, 2023 and at adoption of ASC Topic 326 on January 1, 2023, there was no ACL related to debt securities AFS. Accrued interest receivable on debt securities was excluded from the estimate of credit losses. Realized losses on investment securities were $238 and $400 for the years ended December 31, 2023 and 2022, respectively. There were 13 and 24 debt securities in an unrealized loss position as of December 31, 2023 and 2022, respectively. The fair value of these debt securities in an unrealized loss position as of December 31, 2023 and December 31, 2022, was $4,263 and $7,236, respectively. Additionally, as of December 31, 2023 and December 31, 2022, the total fair value of debt securities in an unrealized loss position greater than one year was $2,759 and $1,765, which the total unrealized losses of these investments were $395 and $98, respectively. The Company determined that the decline in the market value of these securities was primarily attributable to current economic conditions. Prepaid Engine Overhaul The Company has entered into Engine Overhaul Programs for certain aircraft to cover major maintenance costs at specified intervals primarily relating to engine hours. Such engine overhauls are not considered to be routine maintenance, rather capital expenditures that extend the useful life of the underlying engine. The Company has elected the Built-in Overhaul method of accounting, which requires segregation of the aggregate aircraft costs into separate components to be depreciated over the useful life of the aircraft and those that require overhaul at periodic intervals. When an aircraft is initially purchased, any amounts that are considered prepaid engine overhaul, if any, as well as a portion of the aircraft cost relating to the engine, are recorded as prepaid engine overhaul and are depreciated over a shorter expected useful life (shorter of remaining life of the engines at the time of acquisition or 7 years assumed full life of the overhauled components) than the aircraft. Additionally, any payments made under a long-term service arrangement that are applicable primarily to major maintenance activities are recorded as prepaids until such services are provided. Upon completion of the major maintenance activities, such overhaul costs are then depreciated over the expected time to the next major maintenance activities. The Company expenses routine maintenance costs as incurred. Property and Equipment, Net Property and equipment are stated at cost less accumulated depreciation and amortization. Expenditures for repairs and maintenance are expensed as incurred. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the assets as follows: Estimated Useful Life Transportation equipment 5-20 years Office furniture and equipment 3-10 years Leasehold improvements Shorter of remaining lease term or useful life Leases In accordance with Accounting Standards Update (“ASU”) 2016-02, Leases (“Topic 842”), the Company determines whether an arrangement is or contains a lease at inception. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company classifies leases at the lease commencement date, when control of the underlying asset is transferred from the lessor to the lessee, as operating or finance leases and records a right-of-use (“ROU”) asset and a lease liability on the consolidated balance sheets for all leases with a lease term of greater than one year. The Company has elected to not recognize leases with a lease term of one year or less on the balance sheet for all underlying asset classes and will recognize lease payments for such short-term leases as an expense on a straight-line basis. The Company enters into contracts that contain both lease and non-lease components. A lease component represents the right to use an underlying asset and non-lease components represent the transfer of goods or services, which typically include items such as maintenance, utilities, or other operating costs. These costs are typically variable and excluded from the measurement of right-of-use assets and lease liabilities. Variable lease payments based on an index or rate are included in the measurement of the lease based on the effective rates at lease commencement. Subsequent changes in the rates or indices do not impact the right of use asset or lease liability and are recognized as a component of variable lease cost in the consolidated statements of operations and comprehensive income (loss). The Company’s operating lease assets and liabilities are recognized at the lease commencement date based on the present value of the lease payments over the lease term using the discount rate implicit in the lease if readily determinable. If the rate implicit is not readily determinable, the Company utilizes its incremental borrowing rate based upon the available information at the lease commencement date. ROU assets are further adjusted for items such as initial direct costs, prepaid rent, or lease incentives. Operating lease payments are expensed using the straight-line method over the lease term. The Company’s lease terms may include options to extend the lease when it is reasonably certain that the Company will exercise that option. Asset Acquisition The Company applies a screen test to evaluate if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets to determine whether a transaction should be accounted for as an asset acquisition or business combination. When an acquisition does not meet the definition of a business combination because either: (i) substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset, or group of similar identified assets, or (ii) the acquired entity does not have an input and a substantive process that together significantly contribute to the ability to create outputs, the Company accounts for the acquisition as an asset acquisition. If determined to be an asset acquisition, the Company accounts for the transaction under ASC Topic 805, Business Combinations, which requires the acquiring entity in an asset acquisition to recognize assets acquired and liabilities assumed based on the cost to the acquiring entity on a relative fair value basis, which includes transaction costs in addition to consideration given. No gain or loss is recognized as of the date of acquisition unless the fair value of non-cash assets given as consideration differs from the assets’ carrying amounts on the acquiring entity’s books. Consideration transferred that is non-cash will be measured based on either the cost (which shall be measured based on the fair value of the consideration given) or the fair value of the assets acquired and liabilities assumed, whichever is more reliably measurable. All payments are made in cash by the Company. Goodwill is not recognized in an asset acquisition and any excess consideration transferred over the fair value of the net assets acquired is allocated to the identifiable assets based on relative fair values. Intangible Assets The Company’s identifiable intangible assets consist primarily of software and Federal Aviation Administration (“FAA”) certificates. These intangible assets arise primarily from the determination of their respective fair market values at the date of acquisition. Amounts assigned to identifiable intangible assets, and their related useful lives, are derived from established valuation techniques and management estimates. Definite-lived intangible assets are amortized primarily on a straight-line basis, which the Company believes approximates the pattern in which the assets are utilized, over their estimated useful lives. Impairment of Long-Lived Assets The Company assesses the impairment of long-lived assets and intangible assets with determinable useful lives whenever events or changes in business circumstances indicate that the carrying amount of an asset may not be recoverable. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used, or any other significant adverse change that would indicate that the carrying amount of an asset may not be recoverable. When such events occur, management determines whether there has been impairment by comparing the anticipated undiscounted net future cash flows to the related asset's carrying value. If impairment exists, the asset is written down to its estimated fair value. There were no impairment losses for the years ended December 31, 2023 and 2022. Debt Issuance Costs and debt discounts The Company borrows from various lenders to finance its growth and operations. Costs incurred in connection with financings, such as loan origination fees, investment banking fees and legal fees are classified as debt discounts if paid to the lenders and are classified as debt issuance costs if paid to the third parties. Debt discounts related to bifurcated derivatives, fees paid to the lenders and debt issuance costs are presented as a direct deduction from the related borrowing and are amortized over the expected life of the related financing agreements using the effective interest rate method as a component of interest expense. See Note 15, "Debt," for additional disclosures. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815, Derivatives and Hedging. Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations and comprehensive income (loss). The Company’s Bridge Notes (as defined in Note 15, "Debt") contained a conversion feature which met the definition of a derivative instrument. The Company classified the instrument as a liability on its consolidated balance sheets. The derivative liability was initially recorded at fair value upon issuance of the Bridge Notes and was subsequently remeasured to fair value at each reporting date. Changes in the fair value of the derivative liability were recognized as a component of other income (expense), net Noncontrolling interest Noncontrolling interests represent ownership interests attributable to third parties in certain consolidated subsidiaries and VIEs. Noncontrolling interests are presented as a separate component of equity on the consolidated balance sheets, consolidated statements of operations and comprehensive income (loss), and consolidated statements of stockholders' equity (deficit) / members' equity (deficit) and temporary equity attributed to controlling and noncontrolling interests. Redeemable Noncontrolling Interest In connection with the Merger, see Note 3, "Merger," the former holders (the "Existing Equityholders") of units of ownership interest in LGM (the "LGM Common Units") retained post-Merger ownership interests in LGM as noncontrolling interests. Pursuant to the Amendment and Restated Operating Agreement, dated December 27, 2023 (the "Operating Agreement"), upon the first anniversary of the Closing Date, the Existing Equityholders may redeem all or a portion of their LGM Common Units for either (a) shares of the Company's Class A common stock (“flyExclusive Class A Common Stock” or the “Class A Common Stock”) or b) an equivalent amount of cash as determined pursuant to the Operating Agreement. While the Company determines whether redemption settlement is for cash or shares, settlement is not considered within the sole control of the Company as the holders of the Company's Class B common stock (“flyExclusive Class B Common Stock” or the “Class B Common Stock) will designate a majority of the members of the Company's board of directors (the "Board"). Since redemption for cash is not considered within the sole control of the Company, the noncontrolling interest is classified as temporary equity in accordance with ASC 480-10-S99-3(A)(2). For periods when the noncontrolling interest is probable of becoming redeemable (but is not currently redeemable), the Company will accrete changes in its redemption value from the date it becomes probable that it will become redeemable (the Closing Date) to its earliest redemption date (first anniversary of the Closing Date). This measurement method is in accordance with ASC 480-10-S99-3(A)15a. The Company will adjust the carrying value of the redeemable noncontrolling interest based on the higher of (1) the initial carrying value, increased or decreased for the redeemable noncontrolling interest's share of net income or loss, or (2) the redemption value. The Company is required to either (1) accrete changes in the redemption value over the period from the date of issuance to the earliest redemption date of the instrument using an appropriate methodology, usually the interest method, or (2) recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. The Company has elected to accrete changes in the redemption value over the period from the date of issuance (the Closing Date) to the earliest redemption date (the one year anniversary of the Closing Date) using the interest method. Any change in the carrying value of the redeemable noncontrolling interest will be recorded against additional paid-in capital. Deferred Revenue The Company manages Jet Club Memberships, Guaranteed Fleet, MRO, and Fractional Ownership programs. These programs require deposits for future flight services. Consideration received in excess of revenue earned results in deferred revenue and is recorded as a liability in the consolidated balance sheets. See Note 14, "Other Non-Current Liabilities," and Note 6, "Revenue," below for additional disclosures regarding deferred revenue related to these programs. Revenue Recognition Revenue is recognized when the promised services are performed and in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services using the following steps: 1) identification of the contract, or contracts with a customer, 2) identification of performance obligations in the contract, 3) determination of the transaction price, 4) allocation of the transaction price to the performance obligations in the contract and 5) recognition of revenue when or as the performance obligations are satisfied. Determining the transaction price may require significant judgment and is determined based on the consideration the Company expects to be entitled to in exchange for transferring services to the customer, excluding amounts collected on behalf of third parties such as sales taxes. During the years ended December 31, 2023 and 2022, the Company earned revenue primarily from the programs below: Jet Club Membership Jet Club members are guaranteed access to the Company’s fleet of light, midsize and super-midsize aircraft in exchange for membership fees. New members pay a deposit, up to a maximum of $500, depending on their level of membership. Membership levels determine the daily rate a member is charged for future flights. Incidental fees are also applied against members’ accounts. The initial and any subsequent deposits are non-refundable and must be used for the monthly membership fee or for future flight services. These customer deposits are included in deferred revenue on the consolidated balance sheets until used by the customer. The membership services performance obligation is satisfied over time on a monthly basis. Revenue for flights and related services is recognized when such services are provided to the customer at a point in time. Guaranteed Revenue Program The Company launched a guaranteed revenue program with a single customer on November 1, 2021. Under this program, the Company serves as an on-demand charter air carrier and guarantees the services of a specified fleet of aircraft as directed by the customer. The term of the agreement is for a minimum of 28 months, which includes a drawdown period of 10 months if the agreement is terminated. The agreement will continue indefinitely unless terminated by either party. The Company requires a deposit of $1,250 per reserved aircraft. These deposits are included within Other non-current liabilities on the consolidated balance sheets. The customer is charged hourly rates for flight services depending on aircraft type in addition to incidental fees. The customer is committed to a minimum number of flight hours per aircraft and a minimum number of aircraft. Revenue is recognized using the right-to-invoice practical expedient. The guaranteed minimum is enforceable and billable on a quarterly basis. As a result of the termination of this program as described in Note 22, "Commitments and Contingencies," below, the Company has recognized the remaining deposits as revenue d |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | 3. Earnings (Loss) Per Share The Company computes basic earnings (loss) per share using net (loss) income attributable to Company common stockholders and the weighted average number of common shares outstanding during each period. As the Company has obligations under the Penny Warrants to issue shares for little or no cash consideration contingent only upon the passage of time (see Note 18 "Warrant Liabilities" for a description of the Penny Warrants), weighted average shares issuable under the Penny Warrants are included in the denominator in the calculation of basic and diluted EPS. On December 27, 2023, EGA and LGM consummated the Merger pursuant to the Equity Purchase Agreement, which significantly altered the Company's capital structure. Prior to the closing of the Merger, the legal structure of LGM was a limited liability company with ownership interests consisting of members' units. Application of an exchange ratio of members' units for shares of common stock for periods prior to the Merger would not be representative of the capital structure of the Company after the Merger. As such, the Company determined that an exchange ratio should not be applied to periods before the Merger and therefore earnings (net loss) per unit for periods prior to the Merger should not be presented as it would not provide a meaningful comparison with earnings (net loss) per share for periods after the Merger. See Note 4 "Merger" for further discussion. Therefore, earnings (net loss) per share information has not been presented for the three and six months ended June 30, 2023 within these condensed consolidated financial statements (unaudited). The following table sets forth the computation of the Company’s basic and diluted net (loss) income per share: Three Months Ended June 30, Six Months Ended June 30, 2024 2024 Numerator: Net loss $ (27,854) $ (60,844) Less: Net loss attributable to redeemable noncontrolling interest (20,501) (42,200) Less: Net loss attributable to noncontrolling interest (2,200) (7,650) Add: Series A Preferred Dividends (972) (1,257) Basic Net loss attributable to common stockholders $ (6,125) $ (12,251) Denominator: Weighted Average Class A Common Stock outstanding 17,899,501 17,409,942 Weighted Average Class A Common Stock issuable under Penny Warrants 1,270,241 827,790 Weighted Average Shares Outstanding - basic 19,169,742 18,237,732 Basic and Diluted Earnings (Loss) Per Share Basic $ (0.32) $ (0.67) Diluted $ (0.32) $ (0.67) The following table summarizes potentially dilutive outstanding securities for the three and six months ended June 30, 2024 which were excluded from the calculation of diluted EPS, because their effect would have been anti-dilutive: Public warrants 2,519,869 Private Placement Warrants 4,333,333 Penny Warrants 1,270,154 Total anti-dilutive features 8,123,356 |
Merger_2
Merger | 6 Months Ended |
Jun. 30, 2024 | |
Reverse Recapitalization [Abstract] | |
Merger | 3. Merger As discussed in Note 1, "Organization and Operations," on December 27, 2023, the Company completed the Merger. Upon the closing of the Merger, the following occurred: • Each LGM Common Unit outstanding immediately prior to the closing of the Merger, which totaled 60,000,000 units (prior to the redemption and immediate transfer of the 70,000 shares to a third-party pursuant to the Non-Redemption Agreement as defined below), was retained by the Existing Equityholders. Additionally, an equivalent number of shares of flyExclusive Class B Common Stock, which totaled 60,000,000 (prior to the transfer of the 70,000 shares to a third-party pursuant to the Non-Redemption Agreement as defined below), were issued to the Existing Equityholders. • Each non-redeemable share of EGA Class A common stock issued and outstanding immediately prior to the closing of the Merger, which totaled 5,624,000 shares, was exchanged for, on a one-for-one basis, shares of flyExclusive Class A Common Stock. • Each redeemable share of EGA Class A common stock subject to possible redemption that was not redeemed prior to the closing of the Merger, which totaled 1,306,922 shares, was exchanged for, on a one-for-one basis, shares of flyExclusive Class A Common Stock. • Each share of EGA Class B common stock held by the EGA Sponsor issued and outstanding immediately prior to the closing of the Merger, which totaled 1,000 shares, was exchanged for, on a one-for-one basis, shares of flyExclusive Class A Common Stock. • In connection with the closing of the Merger, EGA entered into agreements (the "Warrant Exchange Agreements") with certain holders of EGA's Public Warrants (the "Warrant Holders"). Pursuant to the Warrant Exchange Agreements, the Warrant Holders agreed to exchange a total of 1,694,456 EGA Public Warrants for 372,780 shares of flyExclusive Class A Common Stock. On the Closing Date, 433,332 of these EGA Public Warrants were exchanged for 95,333 shares of flyExclusive Class A Common Stock. On the Closing Date, the remaining issued and outstanding EGA Public Warrants after the exchange of these 433,332 EGA Public Warrants pursuant to the Warrant Exchange Agreements, which totaled 7,066,668 EGA Public Warrants, each became a warrant to purchase one share of flyExclusive Class A Common Stock. • Each Private Placement Warrant to purchase one share of EGA Class A common stock held by the EGA Sponsor on the Closing Date, which totaled 4,333,333 Private Placement Warrants, became a warrant to purchase one share of flyExclusive Class A Common Stock. • On December 26, 2023, the underwriter in EGA's initial public offering, purchased 75,000 shares of EGA Class A common stock on behalf of LGM. The shares were purchased by the underwriter from a public stockholder that elected to reverse its redemption of 75,000 shares of EGA Class A common stock. The shares were purchased for a total purchase price of $818 ($10.90 per share) and the underwriter received reimbursement of $800 of the purchase price from EGA’s Trust Account on December 27, 2023. Simultaneously with the closing of the merger between EGA and LGM on December 27, 2023 (the “Closing”), the 75,000 shares of EGA Class A common stock were automatically exchanged for shares of flyExclusive, Inc. Class A Common Stock and 73,600 shares (out of the above-mentioned 75,000 shares) were granted to employees of LGM as compensation for services provided (the grant date for the 73,600 shares was determined to be December 27, 2023). • In connection with the Merger, EGA, LGM and Mr. Segrave, Jr. entered into an agreement (the “Non-Redemption Agreement”) with an unaffiliated third party pursuant to which such third party agreed not to redeem its shares of EGA Class A common stock subject to possible redemption. In exchange for agreeing not to redeem, Mr. Segrave transferred to the investor 70,000 shares of the Company’s Class A Common Stock, which were issued to Mr. Segrave upon the redemption of 70,000 LGM Common Units on the Closing Date. The redemption of 70,000 LGM Common Units immediately triggered the cancellation of 70,000 shares of flyExclusive Class B Common Stock. • The outstanding principal balance under the Bridge Notes (as defined in Note 15, "Debt"), which, including additions to the principal balance as a result of the accumulation of paid in kind interest was $95,503 immediately prior to the closing of the Merger, was automatically converted into 9,550,274 shares of flyExclusive Class A Common Stock. The proceeds received by the Company from the Merger, net of transaction costs, totaled $8,350. The Merger was accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, EGA was treated as the acquired company for financial reporting purposes, whereas LGM was treated as the accounting acquirer. Accordingly, for accounting purposes, the Merger was treated as the equivalent of LGM issuing shares for the net assets of EGA, accompanied by a recapitalization. The net assets of EGA were stated at historical cost with no goodwill or other intangible assets recorded, and operations prior to the Merger are those of LGM. As a result of the Merger, the Company is organized in an umbrella partnership corporation ("Up-C") structure in which substantially all of the assets of the combined company are held by LGM, and flyExclusive's only assets are its equity interests in LGM. The following table presents the total flyExclusive Common Stock outstanding immediately after the closing of the Merger: Number of Shares Exchange of EGA Class A Common stock subject to possible redemption for flyExclusive Class A common stock 1,306,922 Exchange of EGA Class A common stock not subject to possible redemption held by EGA Sponsor for flyExclusive Class A common stock 5,624,000 Exchange of EGA Class B common stock held by EGA Sponsor for flyExclusive Class A common stock 1,000 Exchange of EGA public warrants for flyExclusive Class A common stock 95,333 Subtotal - Merger, net of redemptions 7,027,255 flyExclusive Class B common stock held by LGM Existing Equityholders 59,930,000 Conversion of Bridge Notes held by affiliates of EGA Sponsor into shares of flyExclusive Class A common stock 8,326,712 Conversion of Bridge Notes held by non-affiliates into shares of flyExclusive Class A common stock 1,223,562 flyExclusive Class A common stock held by third party in accordance with execution of Non-Redemption Agreement 70,000 Total - flyExclusive Class A common stock and Class B common stock outstanding as a result of Merger 76,577,529 Deferred Underwriting Fee Agreement On December 27, 2023, in conjunction with the closing of the Merger, the Company and the underwriter entered into two agreements (the "Amended Underwriting Agreement" and the "Amended Letter Agreement") to amend the terms of the original deferred underwriting agreement (the "Underwriting Agreement"), dated May 25, 2021, and the original letter agreement (the "Letter Agreement"), dated August 1, 2022. The Amended Underwriting Agreement changed the payment terms of the Underwriting Agreement from a payment of $7,875 to the underwriter at the closing of the Merger to a payment of $500 at the closing of the Merger and 300,000 shares of flyExclusive Class A Common Stock to be issued to the underwriter no later than five (5) days following the initial filing of a registration statement with the SEC. The Amended Underwriting Agreement includes a provision that states that if the registration statement is not deemed to be effective within sixty (60) business days of the closing of the Merger, the amount of share consideration payable to the underwriter shall increase by 50,000 shares (the "Additional Stock") of the Company's common stock per month on the first business day of each month until the registration statement is declared effective. Subsequent to December 31, 2023, the Company entered into a waiver agreement with the underwriter to waive the Additional Stock penalty if the Form S-1 is not declared effective within sixty (60) business days after the consummation of the Merger. The Company determined the obligation to issue shares to the underwriter was a registration payment arrangement that should be accounted for under ASC 825-20-25-1, Financial Instruments - Registration Payment Arrangements, which indicates that the contingent obligation to issue additional stock should be treated as a separate unit of account. The obligation to issue 300,000 shares meets the definition of a derivative under ASC 815. However, the obligation meets the derivative scope exception within ASC 815-40 and therefore is not accounted for as a derivative and is classified within stockholders' equity in the consolidated balance sheets. Since the obligation to issue shares is equity-classified, the Company measured the fair value of the obligation to issue shares at inception and will not remeasure the fair value at each subsequent reporting period. The Company utilized a Finnerty Put Option Model to determine the fair value of the obligation to issue shares due to the presence of a discount for lack of marketability as the shares issuable to the underwriter will not be marketable until a registration statement is declared effective. The key inputs to the valuation model to estimate the fair value of the share obligation included volatility, share price, strike price, dividend yield, and the estimated registration effectiveness date. The registration payment arrangement to contingently issue 50,000 shares per month is classified as a contingent liability in accordance with ASC 825-20-30-5. The Company did not record a contingent liability on its consolidated balance sheets as it was not probable as of December 31, 2023 that any additional stock would have to be issued, as the Company determined it was probable that the registration statement will be deemed effective within sixty (60) business days of the closing of the Merger. The Amended Letter Agreement amended the timing of the one-time, $1,500 fee (the "Success Fee") payable to the underwriter from being due at the closing of the Merger to being due within sixty (60) days of the closing of the Merger. The Success Fee is accounted for within other current liabilities on the Company's consolidated balance sheets as of December 31, 2023. 4. Merger As discussed in Note 1 "Organization and Operations" on December 27, 2023, the Company completed the Merger. Upon the closing of the Merger, the following occurred: • Each LGM Common Unit outstanding immediately prior to the closing of the Merger, which totaled 60,000,000 units (prior to the redemption and immediate transfer of the 70,000 shares to a third-party pursuant to the Non-Redemption Agreement as defined below), was retained by the Existing Equityholders. Additionally, an equivalent number of shares of flyExclusive Class B Common Stock, which totaled 60,000,000 (prior to the transfer of the 70,000 shares to a third-party pursuant to the Non-Redemption Agreement as defined below), were issued to the Existing Equityholders. • Each non-redeemable share of EGA Class A common stock issued and outstanding immediately prior to the closing of the Merger, which totaled 5,624,000 shares, was exchanged for, on a one-for-one basis, shares of flyExclusive Class A Common Stock. • Each redeemable share of EGA Class A common stock subject to possible redemption that was not redeemed prior to the closing of the Merger, which totaled 1,306,922 shares, was exchanged for, on a one-for-one basis, shares of flyExclusive Class A Common Stock. • Each share of EGA Class B common stock held by the EGA Sponsor issued and outstanding immediately prior to the closing of the Merger, which totaled 1,000 shares, was exchanged for, on a one-for-one basis, shares of flyExclusive Class A Common Stock. • In connection with the closing of the Merger, EGA entered into agreements (the "Warrant Exchange Agreements") with certain holders of EGA's Public Warrants (the "Warrant Holders"). Pursuant to the Warrant Exchange Agreements, the Warrant Holders agreed to exchange a total of 1,694,456 EGA Public Warrants for 372,780 shares of flyExclusive Class A Common Stock. On the Closing Date, 433,332 of these EGA Public Warrants were exchanged for 95,333 shares of flyExclusive Class A Common Stock. On the Closing Date, the remaining issued and outstanding EGA Public Warrants after the exchange of these 433,332 EGA Public Warrants pursuant to the Warrant Exchange Agreements, which totaled 7,066,668 EGA Public Warrants, each became a warrant to purchase one share of flyExclusive Class A Common Stock. • Each Private Placement Warrant to purchase one share of EGA Class A common stock held by the EGA Sponsor on the Closing Date, which totaled 4,333,333 Private Placement Warrants, became a warrant to purchase one share of flyExclusive Class A Common Stock. • On December 26, 2023, the underwriter in EGA's initial public offering, purchased 75,000 shares of EGA Class A common stock on behalf of LGM. The shares were purchased by the underwriter from a public stockholder that elected to reverse its redemption of 75,000 shares of EGA Class A common stock. The shares were purchased for a total purchase price of $818 ($10.90 per share) and the underwriter received reimbursement of $800 of the purchase price from EGA’s Trust Account on December 27, 2023. Simultaneously with the closing of the merger between EGA and LGM on December 27, 2023, the 75,000 shares of EGA Class A common stock were automatically exchanged for shares of flyExclusive, Inc. Class A Common Stock and 73,600 shares (out of the above-mentioned 75,000 shares) were granted to employees of LGM as compensation for services provided (the grant date for the 73,600 shares was determined to be December 27, 2023). • In connection with the Merger, EGA, LGM and Mr. Segrave, Jr. entered into an agreement (the “Non-Redemption Agreement”) with an unaffiliated third party pursuant to which such third party agreed not to redeem its shares of EGA Class A common stock subject to possible redemption. In exchange for agreeing not to redeem, Mr. Segrave transferred to the investor 70,000 shares of the Company’s Class A Common Stock, which were issued to Mr. Segrave upon the redemption of 70,000 LGM Common Units on the Closing Date. The redemption of 70,000 LGM Common Units immediately triggered the cancellation of 70,000 shares of flyExclusive Class B Common Stock. • The outstanding principal balance under the Bridge Notes (as defined in Note 16 "Debt"), which, including additions to the principal balance as a result of the accumulation of paid in kind interest was $95,503 immediately prior to the closing of the Merger, was automatically converted into 9,550,274 shares of flyExclusive Class A Common Stock. The Merger was accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, EGA was treated as the acquired company for financial reporting purposes, whereas LGM was treated as the accounting acquirer. Accordingly, for accounting purposes, the Merger was treated as the equivalent of LGM issuing shares for the net assets of EGA, accompanied by a recapitalization. The net assets of EGA were stated at historical cost with no goodwill or other intangible assets recorded, and operations prior to the Merger are those of LGM. As a result of the Merger, the Company is organized in an umbrella partnership corporation ("Up-C") structure in which substantially all of the assets of the combined company are held by LGM, and flyExclusive's only assets are its equity interests in LGM. The following table presents the total flyExclusive Common Stock outstanding immediately after the closing of the Merger: Number of Shares Exchange of EGA Class A Common stock subject to possible redemption for flyExclusive Class A common stock 1,306,922 Exchange of EGA Class A common stock not subject to possible redemption held by EGA Sponsor for flyExclusive Class A common stock 5,624,000 Exchange of EGA Class B common stock held by EGA Sponsor for flyExclusive Class A common stock 1,000 Exchange of EGA public warrants for flyExclusive Class A common stock 95,333 Subtotal - Merger, net of redemptions 7,027,255 flyExclusive Class B common stock held by LGM Existing Equityholders 59,930,000 Conversion of Bridge Notes held by affiliates of EGA Sponsor into shares of flyExclusive Class A common stock 8,326,712 Conversion of Bridge Notes held by non-affiliates into shares of flyExclusive Class A common stock 1,223,562 flyExclusive Class A common stock held by third party in accordance with execution of Non-Redemption Agreement 70,000 Total - flyExclusive Class A common stock and Class B common stock outstanding as a result of Merger 76,577,529 Deferred Underwriting Fee Agreement On December 27, 2023, in conjunction with the closing of the Merger, the Company and the underwriter entered into two agreements (the "Amended Underwriting Agreement" and the "Amended Letter Agreement") to amend the terms of the original deferred underwriting agreement (the "Underwriting Agreement"), dated May 25, 2021, and the original letter agreement (the "Letter Agreement"), dated August 1, 2022. The Amended Underwriting Agreement changed the payment terms of the Underwriting Agreement from a payment of $7,875 to the underwriter at the closing of the Merger to a payment of $500 at the closing of the Merger and 300,000 shares of flyExclusive Class A Common Stock to be issued to the underwriter no later than five (5) days following the initial filing of a registration statement with the SEC. The Amended Underwriting Agreement includes a provision that states that if the registration statement is not deemed to be effective within sixty (60) business days of the closing of the Merger, the amount of share consideration payable to the underwriter shall increase by 50,000 shares (the "Additional Stock") of the Company's common stock per month on the first business day of each month until the registration statement is declared effective. On January 16, 2024, the Company entered into a waiver agreement with the underwriter to waive the Additional Stock penalty if the Form S-1 is not declared effective within sixty (60) business days after the consummation of the Merger. The Company determined the obligation to issue shares to the underwriter was a registration payment arrangement that should be accounted for under ASC 825-20-25-1, "Financial Instruments - Registration Payment Arrangements", which indicates that the contingent obligation to issue additional stock should be treated as a separate unit of account. The obligation to issue 300,000 shares meets the definition of a derivative under ASC 815. However, the obligation meets the derivative scope exception within ASC 815-40 and therefore is not accounted for as a derivative and is classified within stockholders' equity in the condensed consolidated balance sheets (unaudited). Since the obligation to issue shares is equity-classified, the Company measured the fair value of the obligation to issue shares at inception and will not remeasure the fair value at each subsequent reporting period. The Company utilized a Finnerty Put Option Model to determine the fair value of the obligation to issue shares due to the presence of a discount for lack of marketability as the shares issuable to the underwriter will not be marketable until a registration statement is declared effective. The key inputs to the valuation model to estimate the fair value of the share obligation included volatility, share price, strike price, dividend yield, and the estimated registration effectiveness date. As of December 31, 2023, the registration payment arrangement to contingently issue 50,000 shares per month was classified as a contingent liability in accordance with ASC 825-20-30-5. The Company did not record a contingent liability on its consolidated balance sheet as it was not probable as of December 31, 2023 that any additional stock would have to be issued, as the Company determined it was probable that the registration statement will be deemed effective within sixty (60) business days of the closing of the Merger. The contingent liability was not relevant as of June 30, 2024 due to the waiver of the Additional Stock penalty as noted above. The Amended Letter Agreement amended the timing of the one-time, $1,500 fee (the "Success Fee") payable to the underwriter from being due at the closing of the Merger to being due within sixty (60) days of the closing of the Merger, which was subsequently paid. |
Fair Value Measurements_2
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 4. Fair Value Measurements The following tables present the Company’s fair value hierarchy for its assets and liabilities that are measured at fair value on a recurring basis and indicate the level within the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value: Fair Value Measurements at (In thousands) Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market mutual funds $ 887 $ — $ — $ 887 Short-term investments 849 70,381 — 71,230 $ 1,736 $ 70,381 $ — $ 72,117 Liabilities: Warrant liability - public warrants $ 1,555 $ — $ — $ 1,555 Warrant liability - private placement warrants — 953 — 953 $ 1,555 $ 953 $ — $ 2,508 Fair Value Measurements at (In thousands) Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market mutual funds $ 515 $ — $ — $ 515 Short-term investments — 69,448 — 69,448 $ 515 $ 69,448 $ — $ 69,963 Liabilities: Derivative liability $ — $ — $ 971 $ 971 $ — $ — $ 971 $ 971 The fair values of government money market funds have been measured on a recurring basis using Level 1 inputs, which are based on unadjusted quoted market prices within active markets. The short-term investments, including investments in fixed income securities, have been measured using quoted pricing on active markets for Level 1 investments and inputs based on alternative pricing sources and models utilizing observable market inputs for Level 2 investments. The fair value of the Public Warrants is classified as Level 1 due to the use of an observable market quote in an active market. The fair value of the Private Placement Warrants is classified as Level 2 due to the use of an observable market quote for the Public Warrants, which are considered to be a similar asset in an active market. The warrant liability is calculated by multiplying the quoted market price of the Company’s Public Warrants by the total number of Public Warrants and Private Placement Warrants. The Company’s Level 3 liability historically consisted of an embedded derivative liability associated with the Company’s Bridge Notes (as defined in Note 15, "Debt"). On October 17, 2022, the closing date of the Bridge Notes, the Company recorded the fair value of the embedded derivative liability associated with the Bridge Notes. The embedded derivative liability was subject to remeasurement at the end of each reporting period, with changes in fair value recognized as a component of other income (expense), net The fair value of the derivative liability as of October 17, 2022 and December 27, 2023 was determined using the following assumptions: October 17, 2022 Exchange closing price $ 9.82 Contractual conversion price $ 10.00 Risk-free rate 4.3 % Estimated volatility 4.5 % December 27, 2023 Exchange closing price $ 11.98 Contractual conversion price $ 10.00 Risk-free rate 5.6 % Estimated volatility 15.1 % The following table shows the change in the fair value of the derivative liability for the year ended December 31, 2023 and December 31, 2022: (In thousands) Amount Balance as of December 31, 2021 $ — Issuance of derivative instrument $ 1,441 Change in fair value of derivative liability $ (470) Balance as of December 31, 2022 $ 971 Change in fair value of derivative liability 14,589 Derecognition of derivative liability $ (15,560) Balance as of December 31, 2023 $ — There have been no changes in valuation techniques and related inputs. As of December 31, 2023 and December 31, 2022, there were no transfers between Level 1, Level 2, and Level 3. 5. Fair Value Measurements The following tables present the Company’s fair value hierarchy for its assets and liabilities that are measured at fair value on a recurring basis and indicate the level within the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value: Fair Value Measurements at Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market mutual funds $ 1,750 $ — $ — $ 1,750 Investments in Securities 842 68,589 — 69,431 $ 2,592 $ 68,589 $ — $ 71,181 Liabilities: Warrant liability - public warrants $ 1,399 $ — $ — $ 1,399 Warrant liability - private placement warrants — 2,405 — 2,405 Warrant liability - penny warrants — — 1,422 1,422 $ 1,399 $ 2,405 $ 1,422 $ 5,226 Fair Value Measurements at Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market mutual funds $ 887 $ — $ — $ 887 Investments in Securities 849 70,381 — 71,230 $ 1,736 $ 70,381 $ — $ 72,117 Liabilities: Warrant liability - public warrants $ 1,555 $ — $ — $ 1,555 Warrant liability - private placement warrants — 953 — 953 $ 1,555 $ 953 $ — $ 2,508 The fair values of government money market funds have been measured on a recurring basis using Level 1 inputs, which are based on unadjusted quoted market prices within active markets. The short-term investments, including investments in fixed income securities, have been measured using quoted pricing on active markets for Level 1 investments and inputs based on alternative pricing sources and models utilizing observable market inputs for Level 2 investments. The fair value of the Public Warrants is classified as Level 1 due to the use of an observable market quote in an active market. The fair value of the Private Placement Warrants is classified as Level 2 due to the use of an observable market quote for the Public Warrants, which are considered to be a similar asset in an active market. The warrant liability is calculated by multiplying the quoted market price of the Company’s Public Warrants by the total number of Public Warrants and Private Placement Warrants. The Company’s Level 3 liability consists of the Penny Warrants associated with the issuance of Series A Preferred Stock. This liability has been classified as Level 3 due to the use of unobservable inputs within the valuation, namely volatility. The fair value of the Penny Warrant liability as of March 4, 2024 and June 30, 2024 was determined utilizing a Monte Carlo simulation valuation method, using the following inputs and assumptions: $ in thousands, except for Stock price, Strike price, and share amounts March 4, 2024 Warrant Shares 1,304,907 Aggregate Value Cap $ 11,250 Stock price $ 15.49 Strike price $ 0.01 Term (in years) 5 years Volatility 95.0 % Risk free rate 4.2 % Dividend Rate — % $ in thousands, except for Stock price, Strike price, and share amounts June 30, 2024 Warrant Shares 1,270,242 Aggregate Value Cap $ 11,250 Stock price $ 4.03 Strike price $ 0.01 Term (in years) 4.7 years Volatility 115.0 % Risk free rate 4.4 % Dividend Rate — % |
Variable Interest Entities_2
Variable Interest Entities | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable Interest Entities | 5. Variable Interest Entities As part of the organizational structure, the Company has established numerous single-asset LLC entities (“SAEs”) each for the primary purpose of holding a single identifiable asset, individual planes / aircraft and leasing the asset to the Company through its wholly-owned subsidiaries. There are SAEs in which the Company has less than 100% equity interest (generally 50% or less) (“SAEs with Equity”). There are also SAEs in which the Company holds zero equity interests. Generally, in these instances, the Company initially acquired the aircraft, contributed the aircraft to the SAE, and subsequently sold 100% of the equity interests in the SAE and leased the aircraft back from the third-party in a sale-leaseback structured transaction (“SAEs without Equity”). The Company also has a 50% noncontrolling ownership interest in an entity that operates an aircraft paint facility (“paint entity”). Management analyzes the Company’s variable interests including loans, guarantees, and equity investments, to determine if the Company has any variable interests in these entities. This analysis includes both qualitative and quantitative reviews. Qualitative analysis is based on an evaluation of the design and primary risk of these entities, their organizational structures including decision making abilities, and financial and contractual agreements. Quantitative analysis is based on these entities’ equity interests and investment. The Company determined it has variable interests in the paint entity and SAEs with Equity as a result of its equity interest in these entities. For those SAEs without Equity that the Company has a (a) lease agreement for the aircraft which is the primary asset of these entities (the “lessor SAEs without Equity”), and (b) either (i) has a call option and/or (ii) a lessor put option for a fixed purchase price, it is determined that the Company has variable interests in the lessor SAEs without Equity. The Company then determines whether the entities that the Company has variable interests in are VIEs. ASC Topic 810, Consolidation, defines a VIE as an entity that either (i) lacks sufficient equity to finance its activities without additional subordinated financial support from other parties; or (ii) whose equity holders, as a group, lack the characteristics of a controlling financial interest. Paint entity, SAEs with Equity and lessor SAEs without Equity are VIEs as they met at least one of the criteria above. A VIE is consolidated by its primary beneficiary, which is defined as the party who has a controlling financial interest in the VIE through (a) power to direct the activities of the VIE that most significantly affect the VIE’s economic performance, and (b) obligation to absorb losses or right to receive benefits of the VIE that could be significant to the VIE. The Company uses qualitative and quantitative analyses to determine if it is the primary beneficiary of VIEs including evaluation of (a) the purpose and design of the VIE, and (b) activities that most significantly impact economic performance of the VIE. The Company also determines how decisions about significant activities are made in the VIE and the party or parties that make them. The Company determined that it is the primary beneficiary of these VIEs because it acts as manager of the entities’ aircraft or retains control of the entity through terms in the leases, thereby giving it the power to direct activities of the entities that most significantly impact its economic performance. In addition, the Company either (a) has obligations to the losses of the VIEs and the right to receive benefits from the VIEs that could potentially be significant to the entities as a result of its equity interests, or (b) is deemed to have a controlling financial interest in the VIEs due to the other equity holders of these VIEs, as a group, lacking the characteristics of a controlling financial interest. The Company’s consolidated balance sheets include the following assets and liabilities of these VIEs: (In thousands) December 31, December 31, Cash $ 805 $ 1,041 Property and equipment, net 69,815 63,913 Long-term notes payable, current portion 3,087 5,841 Long-term notes payable, non-current portion 37,404 40,562 The Company’s consolidated statements of operations and comprehensive income (loss) include the following expenses of these VIEs: Year Ended December 31, (In thousands) 2023 2022 Interest expense $ 2,147 $ 1,533 Depreciation and amortization 7,519 7,098 The assets of the Company’s VIEs are only available to settle the obligations of these entities. Creditors of each of the VIEs have no recourse to the general credit of the Company. While the Company has no contractual obligation to do so, it may voluntarily elect to provide the VIEs with additional direct or indirect financial support based on its business objectives. The Company provided financial contributions to the VIEs in the amount of $9,541 and $14,549 during the years ended December 31, 2023 and 2022, respectively. 6. Variable Interest Entities As part of the organizational structure, the Company has established numerous single-asset LLC entities (“SAEs”) each for the primary purpose of holding a single identifiable asset, individual planes / aircraft and leasing the asset to the Company through its wholly-owned subsidiaries. There are SAEs in which the Company has less than 100% equity interest (generally 50% or less) (“SAEs with Equity”). There are also SAEs in which the Company holds zero equity interests. Generally, in these instances, the Company initially acquired the aircraft, contributed the aircraft to the SAE, and subsequently sold 100% of the equity interests in the SAE and leased the aircraft back from the third-party in a sale-leaseback structured transaction (“SAEs without Equity”). The Company also has a 50% noncontrolling ownership interest in an entity that operates an aircraft paint facility (“paint entity”). Management analyzes the Company’s variable interests including loans, guarantees, and equity investments, to determine if the Company has any variable interests in these entities. This analysis includes both qualitative and quantitative reviews. Qualitative analysis is based on an evaluation of the design and primary risk of these entities, their organizational structures including decision making abilities, and financial and contractual agreements. Quantitative analysis is based on these entities’ equity interests and investment. The Company determined it has variable interests in the paint entity and SAEs with Equity as a result of its equity interest in these entities. For those SAEs without Equity that the Company has a (a) lease agreement for the aircraft which is the primary asset of these entities (the “lessor SAEs without Equity”), and (b) either (i) has a call option and/or (ii) a lessor put option for a fixed purchase price, it is determined that the Company has variable interests in the lessor SAEs without Equity. The Company then determines whether the entities that the Company has variable interests in are VIEs. ASC Topic 810, Consolidation, defines a VIE as an entity that either (i) lacks sufficient equity to finance its activities without additional subordinated financial support from other parties; or (ii) whose equity holders, as a group, lack the characteristics of a controlling financial interest. Paint entity, SAEs with Equity and lessor SAEs without Equity are VIEs as they met at least one of the criteria above. A VIE is consolidated by its primary beneficiary, which is defined as the party who has a controlling financial interest in the VIE through (a) power to direct the activities of the VIE that most significantly affect the VIE’s economic performance, and (b) obligation to absorb losses or right to receive benefits of the VIE that could be significant to the VIE. The Company uses qualitative and quantitative analyses to determine if it is the primary beneficiary of VIEs including evaluation of (a) the purpose and design of the VIE, and (b) activities that most significantly impact economic performance of the VIE. The Company also determines how decisions about significant activities are made in the VIE and the party or parties that make them. The Company determined that it is the primary beneficiary of these VIEs because it acts as manager of the entities’ aircraft or retains control of the entity through terms in the leases, thereby giving it the power to direct activities of the entities that most significantly impact its economic performance. In addition, the Company either (a) has obligations to the losses of the VIEs and the right to receive benefits from the VIEs that could potentially be significant to the entities as a result of its equity interests, or (b) is deemed to have a controlling financial interest in the VIEs due to the other equity holders of these VIEs, as a group, lacking the characteristics of a controlling financial interest. The Company’s condensed consolidated balance sheets (unaudited) include the following assets and liabilities of these VIEs: June 30, December 31, Cash $ 837 $ 805 Property and equipment, net 66,312 69,815 Long-term notes payable, current portion 4,722 3,087 Long-term notes payable, non-current portion 34,193 37,404 The Company’s condensed consolidated statements of operations and comprehensive income (loss) (unaudited) include the following expenses of these VIEs: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Interest expense $ 497 $ 529 $ 1,009 $ 1,049 Depreciation and amortization 1,751 2,004 3,503 3,944 The assets of the Company’s VIEs are only available to settle the obligations of these entities. Creditors of each of the VIEs have no recourse to the general credit of the Company. While the Company has no contractual obligation to do so, it may voluntarily elect to provide the VIEs with additional direct or indirect financial support based on its business objectives. The Company provided financial |
Revenue_2
Revenue | 6 Months Ended |
Jun. 30, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | 6. Revenue Disaggregation of Revenue The following table disaggregates revenue by service type and the timing of when these services are provided to the member or customer: Year Ended December 31, (In thousands) 2023 2022 Services transferred at a point in time: Flights $ 303,299 $ 314,039 Services transferred over time: Memberships 5,458 3,939 MRO 4,606 1,556 Fractional ownership purchase price 1,999 508 $ 315,362 $ 320,042 Transaction Price The transaction prices for each of the primary revenue streams are as follows: • Jet Club and Charter – Membership fees (less credits issued), and flight related charges based on trips flown • Guaranteed Revenue Program – Fleet minimums with additional charges for flight services over the guarantee • MRO – Time and materials incurred for services performed • Fractional Ownership – The portion of fractional interest purchase price (less credits issued) allocated to revenue, and flight related charges based on trips flown The following tables provide a rollforward of deferred revenue: (In thousands) Amount Balance as of December 31, 2021 $ 32,795 Revenue recognized (179,355) Revenue deferred 207,162 Balance as of December 31, 2022 60,602 Revenue recognized (185,908) Revenue deferred 219,246 Balance as of December 31, 2023 $ 93,940 The increase in deferred revenue at December 31, 2023 compared to December 31, 2022 is due to increased customer billings for services relating to timing of satisfaction of the Company’s performance obligations. 7. Revenue Disaggregation of Revenue The following table disaggregates revenue by service type and the timing of when these services are provided to the member or customer: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Services transferred at a point in time: Flights $ 74,384 $ 97,428 $ 150,504 $ 172,029 Services transferred over time: Memberships 1,339 1,437 2,806 2,915 MRO 2,244 1,113 3,734 1,817 Fractional ownership purchase price 1,046 360 1,941 609 $ 79,013 $ 100,338 $ 158,985 $ 177,370 Transaction Price The transaction prices for each of the primary revenue streams are as follows: • Jet Club and Charter – Membership fees (less credits issued), and flight related charges based on trips flown • Guaranteed Revenue Program – Fleet minimums with additional charges for flight services over the guarantee • MRO – Time and materials incurred for services performed • Fractional Ownership – The portion of fractional interest purchase price allocated to revenue, and flight related charges based on trips flown The following tables provide a rollforward of deferred revenue for the six months ended June 30, 2024: Amount Balance as of December 31, 2023 $ 93,940 Revenue recognized 127,990 Revenue deferred (130,787) Balance as of June 30, 2024 $ 91,143 |
Other Receivables_2
Other Receivables | 6 Months Ended |
Jun. 30, 2024 | |
Receivables [Abstract] | |
Other Receivables | 7. Other Receivables Other receivables consisted of the following: (In thousands) December 31, December 31, Rebate receivables $ 871 $ 1,375 Federal excise tax receivable 3,079 2,506 Insurance settlement in process 298 931 Other 212 113 $ 4,460 $ 4,925 8. Other Receivables Other receivables consisted of the following: June 30, December 31, Rebate receivables $ 830 $ 871 Federal excise tax receivable 4,247 3,079 Insurance settlement in process 300 298 Other 149 212 $ 5,526 $ 4,460 |
Parts and Supplies Inventory_2
Parts and Supplies Inventory | 6 Months Ended |
Jun. 30, 2024 | |
Inventory Disclosure [Abstract] | |
Parts and Supplies Inventory | 8. Parts and Supplies Inventory Parts and supplies inventory consists primarily of aircraft parts and materials and supplies. Parts and supplies inventory, net of reserve, consisted of the following: (In thousands) December 31, December 31, Aircraft parts $ 4,824 $ 3,350 Materials and supplies 318 2,522 $ 5,142 $ 5,872 9. Parts and Supplies Inventory Parts and supplies inventory consists primarily of aircraft parts and materials and supplies. Parts and supplies inventory, net of reserve of $142 and $0 as of June 30, 2024 and December 31, 2023, respectively, consisted of the following: June 30, December 31, Aircraft parts $ 5,537 $ 4,824 Materials and supplies 655 318 Less: inventory reserve (142) — $ 6,050 $ 5,142 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets | 6 Months Ended |
Jun. 30, 2024 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | 9. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following: (In thousands) December 31, December 31, Prepaid vendor expenses $ 2,520 $ 1,717 Prepaid insurance 446 1,894 Capitalized transaction costs* — 1,233 Prepaid directors and officers insurance 2,518 — Prepaid maintenance 60 181 Prepaid non-aircraft subscriptions 113 135 MRO revenue in excess of billings 581 292 Deferred commission 514 413 $ 6,752 $ 5,865 __________________ * The capitalized transaction costs consist of advisory, legal, and other professional fees that are specific incremental costs directly attributable to the offering of securities associated with the Closing of the Merger. On the Closing Date, these capitalized transaction costs were reclassified from prepaid expenses and other current assets to a reduction to additional paid-in capital. 10. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following: June 30, December 31, Prepaid vendor expenses $ 2,253 $ 2,520 Prepaid insurance 243 446 Prepaid directors and officers insurance 1,259 2,518 Prepaid maintenance 7 60 Prepaid non-aircraft subscriptions 375 113 MRO revenue in excess of billings 697 581 Deferred commission 560 514 $ 5,394 $ 6,752 |
Investments in Securities_2
Investments in Securities | 6 Months Ended |
Jun. 30, 2024 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments in Securities | 10. Investments in Securities The cost and fair value of marketable securities are as follows: December 31, 2023 (In thousands) Amortized Cost Gross Unrealized Gross Unrealized Fair Value U.S. treasury bills $ 60,801 $ 131 $ — $ 60,932 Municipal bonds 9,543 148 (404) 9,287 Corporate/government bonds 477 29 — 506 Other bonds 478 27 — 505 $ 71,299 $ 335 $ (404) $ 71,230 December 31, 2022 (In thousands) Amortized Cost Gross Unrealized Gross Unrealized Fair Value U.S. treasury bills $ 59,764 $ 319 $ — $ 60,083 Municipal bonds 9,205 40 (838) 8,407 Corporate/government bonds 477 — — 477 Other bonds 478 3 — 481 $ 69,924 $ 362 $ (838) $ 69,448 The aggregated unrealized losses on available-for-sale debt securities in the amounts of $69 and $476 have been recognized in accumulated other comprehensive loss in the Company’s consolidated balance sheets as of December 31, 2023 and December 31, 2022, respectively. 11. Investments in Securities The cost and fair value of marketable securities are as follows: June 30, 2024 Amortized Cost Gross Unrealized Gross Unrealized Fair Value U.S. treasury bills $ 59,783 $ 37 $ (35) $ 59,785 Municipal bonds 8,955 70 (389) 8,636 Corporate/government bonds 477 28 — 505 Other bonds 478 27 — 505 $ 69,693 $ 162 $ (424) $ 69,431 December 31, 2023 Amortized Cost Gross Unrealized Gross Unrealized Fair Value U.S. treasury bills $ 60,801 $ 131 $ — $ 60,932 Municipal bonds 9,543 148 (404) 9,287 Corporate/government bonds 477 29 — 506 Other bonds 478 27 — 505 $ 71,299 $ 335 $ (404) $ 71,230 |
Property and Equipment, Net_2
Property and Equipment, Net | 6 Months Ended |
Jun. 30, 2024 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 11. Property and Equipment, Net Property and equipment, net consisted of the following: December 31, December 31, Transportation equipment $ 311,584 $ 294,846 Office furniture and equipment 3,131 2,591 Leasehold improvements 2,306 137 Construction in progress 147 447 Deposits on transportation equipment 23,923 29,729 341,091 327,750 Less: Accumulated depreciation (87,115) (75,057) Property and equipment, net $ 253,976 $ 252,693 Depreciation expense of property and equipment for the years ended December 31, 2023 and 2022, was $25,833 and $23,114, respectively. The net carrying value of disposals of long-lived assets as of December 31, 2023 and 2022 was $66,986 and $45,209, respectively. Interest payments on borrowings to acquire aircraft are capitalized for the month of acquisition when the aircraft’s in-service date begins following the 15th of the month. (Interest payments for the month of acquisition would be expensed if the aircraft is placed into service before the 15th of the month). Capitalized interest was zero and $161 as of December 31, 2023 and December 31, 2022, respectively, and was included as a component of construction in progress prior to the equipment’s in-service date. 12. Property and Equipment, Net Property and equipment, net consisted of the following: June 30, December 31, Transportation equipment $ 316,859 $ 311,584 Office furniture and equipment 3,147 3,131 Leasehold improvements 2,306 2,306 Construction in progress 236 147 Deposits on transportation equipment 15,746 23,923 338,294 341,091 Less: Accumulated depreciation (86,818) (87,115) Property and equipment, net $ 251,476 $ 253,976 Depreciation expense of property and equipment was $6,338 and $12,517, respectively for the three and six months ended June 30, 2024 and $6,777 and $12,925 for the three and six months ended June 30, 2023. The net carrying value of disposals of long-lived assets as of June 30, 2024 and December 31, 2023 was $18,052 and $66,986, respectively. Interest payments on borrowings to acquire aircraft are capitalized for the month of acquisition when the aircraft’s in-service date begins following the 15th of the month. Interest payments for the month of acquisition would be expensed if the aircraft is placed into service before the 15th of the month. Capitalized interest was $0 as of June 30, 2024 and December 31, 2023, and was included as a component of construction in progress prior to the equipment’s in-service date. |
Intangible Assets_2
Intangible Assets | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 12. Intangible Assets Intangible assets, net are as follows: December 31, 2023 Intangible Accumulated Intangible Weighted-Average Software - in service $ 3,486 $ (1,902) $ 1,584 3 FAA certificate 650 — 650 Indefinite Total acquired intangible assets $ 4,136 $ (1,902) $ 2,234 December 31, 2022 Intangible Accumulated Intangible Weighted-Average Software - in service $ 2,680 $ (898) $ 1,782 3 FAA certificate 650 — 650 Indefinite Total acquired intangible assets $ 3,330 $ (898) $ 2,432 Amortization of intangible assets was $1,004 and $898 for the years ended December 31, 2023 and 2022, respectively. The Company did not record any impairment charges related to definite-lived intangible assets for the years ended December 31, 2023 and 2022. The following is a schedule of estimated amortization expense for the following periods: Fiscal Year Amount 2024 $ 1,040 2025 383 2026 161 2027 — 2028 — Thereafter — $ 1,584 13. Intangible Assets Intangible assets, net are as follows: June 30, 2024 Intangible Accumulated Intangible Weighted-Average Software - in service $ 3,761 $ (2,504) $ 1,257 3 FAA certificate 650 — 650 Indefinite Total acquired intangible assets $ 4,411 $ (2,504) $ 1,907 December 31, 2023 Intangible Accumulated Intangible Weighted-Average Software - in service $ 3,486 $ (1,902) $ 1,584 3 FAA certificate 650 — 650 Indefinite Total acquired intangible assets $ 4,136 $ (1,902) $ 2,234 Amortization of intangible assets was $308 and $602 for the three and six months ended June 30, 2024, respectively, and $240 and $511 for three and six months ended June 30, 2023, respectively. The Company did not record any impairment charges related to intangible assets for the three and six months ended June 30, 2024 and 2023. The following is a schedule of estimated amortization expense for the following periods: Fiscal Year Amount Remainder of 2024 $ 506 2025 474 2026 252 2027 25 2028 — Thereafter — $ 1,257 |
Other Current Liabilities_2
Other Current Liabilities | 6 Months Ended |
Jun. 30, 2024 | |
Other Liabilities Disclosure [Abstract] | |
Other Current Liabilities | 13. Other Current Liabilities Other current liabilities consisted of the following: December 31, December 31, Accrued vendor payments $ 6,386 $ 4,510 Accrued ERC payments 9,044 8,909 Accrued underwriter fees 1,500 — Accrued directors and officers insurance 2,518 — Accrued employee-related expenses 7,751 6,473 Accrued engine expenses 4 1,139 Accrued tax expenses 746 526 Accrued interest 569 92 Other 187 128 $ 28,705 $ 21,777 Employee Retention Credit (“ERC”) The CARES Act, which was enacted on March 27, 2020, provides an ERC that is a refundable tax credit against certain employer taxes. The ERC was subsequently amended by the Taxpayer Certainty and Disaster Tax Relief Act of 2020, the Consolidated Appropriation Act of 2021, and the American Rescue Plan Act of 2021, all of which amended and extended the ERC availability and guidelines under the CARES Act. The goal of the ERC program is to encourage employers to retain and continue paying employees during periods of pandemic-related reduction in business volume even if those employees are not actually working, and therefore, are not providing a service to the employer. Under the Act, eligible employers could take credits up to 70% of qualified wages with a limit of $7 per employee per quarter for the first three quarters of calendar year 2021. In order to qualify for the ERC in 2021, organizations generally have to experience a more than 20% decrease in gross receipts in the quarter compared to the same quarter in calendar year 2019 or its operations are fully or partially suspended during a calendar quarter due to “orders from an appropriate governmental authority limiting commerce, travel, or group meetings (for commercial, social, religious, or other purposes)” due to COVID-19. The credit is taken against the Company’s share of Social Security Tax when the Company’s payroll provider files, or subsequently amends the applicable quarterly employer tax filings. As of December 31, 2023, the Company has received ERC payments totaling $9,044. The Company’s legal counsel has issued a legal opinion that the Company, more likely than not, qualified for the ERC. However, it remains uncertain whether the Company meets the eligibility qualifications required for the ERC. Therefore, the balance was included in Other current liabilities in the consolidated balance sheets as of December 31, 2023 and December 31, 2022 since the Company may potentially be required to repay the ERC. 14. Other Current Liabilities Other current liabilities consisted of the following: June 30, December 31, Accrued vendor payments $ 6,073 $ 6,386 Accrued ERC payments 9,044 9,044 Accrued underwriter fees — 1,500 Accrued directors and officers insurance — 2,518 Accrued employee-related expenses 8,192 7,751 Accrued engine expenses 100 4 Accrued tax expenses 518 746 Accrued interest 440 569 Other 78 187 $ 24,445 $ 28,705 Employee Retention Credit (“ERC”) The CARES Act, which was enacted on March 27, 2020, provides an ERC that is a refundable tax credit against certain employer taxes. The ERC was subsequently amended by the Taxpayer Certainty and Disaster Tax Relief Act of 2020, the Consolidated Appropriation Act of 2021, and the American Rescue Plan Act of 2021, all of which amended and extended the ERC availability and guidelines under the CARES Act. The goal of the ERC program is to encourage employers to retain and continue paying employees during periods of pandemic-related reduction in business volume even if those employees are not actually working, and therefore, are not providing a service to the employer. Under the Act, eligible employers could take credits up to 70% of qualified wages with a limit of $7 per employee per quarter for the first three quarters of calendar year 2022. In order to qualify for the ERC in 2022, organizations generally have to experience a more than 20% decrease in gross receipts in the quarter compared to the same quarter in calendar year 2019 or its operations are fully or partially suspended during a calendar quarter due to “orders from an appropriate governmental authority limiting commerce, travel, or group meetings (for commercial, social, religious, or other purposes)” due to COVID-19. The credit is taken against the Company’s share of Social Security Tax when the Company’s payroll provider files, or subsequently amends the applicable quarterly employer tax filings. |
Other Non-Current Liabilities_2
Other Non-Current Liabilities | 6 Months Ended |
Jun. 30, 2024 | |
Other Liabilities Disclosure [Abstract] | |
Other Non-Current Liabilities | 14. Other Non-Current Liabilities Other non-current liabilities consisted of the following: December 31, December 31, Guaranteed revenue program deposits $ — $ 37,500 Fractional ownership deposits 16,686 3,636 PPP loan — 339 Other 26 28 $ 16,712 $ 41,503 15. Other Non-Current Liabilities Other non-current liabilities consisted of the following: June 30, December 31, Fractional ownership deposits $ 23,102 $ 16,686 Other — 26 $ 23,102 $ 16,712 |
Debt_2
Debt | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Debt | 15. Debt The components of the Company’s outstanding Short-term notes payable consisted of the following: Weighted December 31, December 31, Short-term notes payable Bank 2 7.5 % 14,400 3,756 Less: Unamortized debt issuance costs (4) (52) Total short-term notes payable $ 14,396 $ 3,704 In October 2022, the Company entered into a short-term loan agreement for a principal amount of $3,756 bearing interest at 6.5% and was initially maturing in April 2023. In April 2023, the Company extended its maturity date to October 2023 and amended its interest rate to 7.75%. The loan is collateralized by the aircraft it financed and requires monthly interest payments. A balloon payment of all unpaid principal and accrued and unpaid interest is due upon maturity. The principal balance of $3,756 was paid off in September 2023. In June 2023, the Company entered into two new short-term loan agreements in the amounts of $8,000 and $6,400 principal. Both loans bear an interest rate of 7.75%, with a maturity date of six months from the loan date. In December 2023, the Company extended the maturity dates to June 2024, one year from the loan dates. As of December 31, 2023 and December 31, 2022, unamortized debt issuance costs were $4 and $52, respectively. During the years ended December 31, 2023 and 2022 the Company recorded $175 and $162, respectively in amortization of debt issuance costs within Interest expense in the consolidated statements of operations and comprehensive income (loss). Total interest expense related to short-term debt was $928 and $578 for the years ended December 31, 2023 and 2022, respectively. The components of the Company’s outstanding long-term debt consisted of the following: Interest Rates Amounts Maturity Dates December 31, 2023 December 31, 2022 December 31, 2023 December 31, 2022 December 31, 2023 December 31, 2022 Long-term notes payable with banks for the purchase of aircrafts Bank 1 4.0% - 7.3% 4.0% - 5.5% $ 13,589 $ 24,275 Aug 2025 - Feb 2027 Aug 2023 - Sep 2026 Bank 2 4.0% - 7.8% 4.0% - 6.3% 13,769 15,518 Dec 2025 - Jun 2028 Jun 2023 - Nov 2027 Bank 3 3.5% Fixed - 2.3% + SOFR** 3.5% Fixed - 2.2% + LIBOR† 7,705 8,721 Jan 2024 - Oct 2026 Apr 2023 - Oct 2026 Bank 4 2.9% + SOFR** 2.8% + LIBOR† 4,082 4,440 Sep 2024 - Dec 2024 Sep 2024 - Dec 2024 Bank 5 5.3% - 6.0%* 5.3% - 6.0% + LIBOR* † 3,759 4,204 Jul 2030 - Sep 2030 Jul 2030 - Sep 2030 Bank 6 7.7% 5.4% 1,843 2,114 Jan 2030 Jan 2024 Bank 7 4.0% 4.0% 1,061 1,320 Sep 2027 Sep 2027 Long-term notes payable with financial institutions for the purchase of aircrafts Financial Institution 1 0.25% + Schwab Loan Rate 5.3% 3,290 3,650 Dec 2027 Dec 2027 Financial Institution 2 3.6% - 7.0% 3.6% - 7.0% 8,435 17,882 Nov 2026 - May 2027 Mar 2026 - Jun 2027 Financial Institution 3 9.0% - 9.5% n/a 22,612 — Sep 2033 - Dec 2033 n/a Credit facilities with financial institutions Financial Institution 4 1.3% + SOFR** - 2.8% + SOFR** 2.3% + LIBOR † - 2.8% + SOFR** 72,688 32,153 See disclosure See disclosure below Bridge Notes n/a 10.0% n/a 86,816 See disclosure See disclosure below Other long-term debt payable EID loan See disclosure below See disclosure below 116 122 See disclosure See disclosure below Long-term debt from VIEs 40,491 46,403 Total Long-term notes payable 193,440 247,618 Less: Unamortized debt issuance costs and debt discount (151) (1,717) Less: current portion (26,471) (23,581) Long-term notes payable, non-current portion $ 166,818 $ 222,320 __________________ * The payment terms dictate that the Note shall bear interest at a rate equal to the Prime Rate plus 275 basis points with an initial interest rate set at 6% based on the Prime Rate and Loan Spread at the time of the agreement. The interest rate is to be adjusted every 5 years and be based on the Prime Rate published as of the date plus the Loan Spread. † LIBOR is defined as the "London Interbank Offer Rate". ** SOFR is defined as “Secured Overnight Financing Rate” . The Company (the “borrowers”) routinely enters into long-term loan agreements with various lenders for the purpose of financing purchases of aircraft. These loans usually have an initial term between 2 to 15 years and sometimes the borrowers negotiate with the lenders to extend the maturity date at the end of the initial term. The Company will refinance as needed to meet its obligations as they become due within the next 12 months. The Company has maintained a positive relationship with the lenders and has not historically had any difficulty refinancing these debt obligations. Based on historical experience and the fact that the Company has not suffered any decline in creditworthiness, it expects that cash on hand and cash earnings will enable it to secure the necessary refinancing. Amendments are executed at times when interest rates and terms are changed. Under these long-term loan agreements, these borrowers usually pay principal and interest payments each month, followed by a balloon payment of all unpaid principal and accrued and unpaid interest due upon maturity, and when applicable, a loan origination fee upon execution. Additionally, late payments are usually charged a 5% penalty fee (each individual loan agreement varies). Each note payable is collateralized by the specific aircraft financed and is guaranteed by the owners of the borrowers. Debts are usually satisfied when the financed aircraft are sold. The lender may impose a restriction that the outstanding balance of the note may not exceed a percentage of the retail value of the collateral. In the event the outstanding value of the loan exceeds the percentage threshold of the collateralized aircraft, the borrowers may be required to make a payment in order to reduce the balance of the loan. Pursuant to the loan agreements, the borrowers must maintain certain debt service ratios (such as cash flow to leverage or certain EBITDA to total borrowings) specific to each lender as long as the borrowers hold outstanding loans. There are approximately forty separate loan agreements (each loan agreement includes the initial agreement and amendments if applicable) with note payable balances outstanding included in the consolidated balance sheets as of December 31, 2023 and December 31, 2022. As of December 31, 2023 and December 31, 2022, unamortized debt issuance costs were $151 and $217 for long-term notes payable (excluding convertible note), respectively. During the years ended December 31, 2023 and 2022, the Company recorded $98 and $79, respectively, in amortization of the debt issuance costs within Interest expense in the consolidated statements of operations and comprehensive income (loss). Total Interest expense related to long-term debt (excluding convertible note and VIEs) was $9,251 and $4,023 for the years ended December 31, 2023 and 2022, respectively. The table below presents the Company’s contractual principal payments (not including debt issuance costs) as of December 31, 2023 under then-outstanding long-term debt agreements in each of the next five calendar years (does not include VIE loans): Fiscal year Amount 2024 $ 23,408 2025 75,500 2026 21,309 2027 12,719 2028 2,528 Thereafter 17,485 152,949 Long-term notes payable from VIE 40,491 Debt issuance costs (151) Total long-term notes payable $ 193,289 Credit Facility (term loan) In August 2018, the Company entered into a term loan agreement with a financial institution (the “Lender”) to provide a term loan with a maximum borrowing amount of $12,255, each borrowing considered a loan with a separate promissory note (the “Credit Facility”). Each term loan will be used to finance the purchase of aircraft and shall not exceed certain appraised value of the aircraft that is being financed. Interest will accrue on the unpaid principal balance at a rate equal to the Overnight LIBOR-Based Rate (a per annum rate of interest which is equal to the greater of: (i) the floor rate 2.25%, and (ii) the sum of Overnight LIBOR plus 2.25% (Overnight LIBOR Margin) at the execution date of the promissory note. Interest on each loan will be paid in arrears on the same day of each month, commencing on the one-month anniversary of the promissory note. In addition to the interest payments, a principal payment of each loan will be paid monthly based on an amortization schedule of twelve years. The entire remaining principal balance of the loan, plus all accrued but unpaid interest shall be due and payable on the fifth-year anniversary of the promissory note (the “Term Loan Maturity Date”). Any installment of principal or interest on the loans which are not paid when due shall bear a default interest rate equal to the lesser of (i) the applicable LIBOR-based rate plus 3% per annum, or (ii) the highest rate then permitted by applicable law. A late charge of 5% of any payment will be imposed on any regularly scheduled payment not received by the Lender on or before 15 days from the date such payment is due. The Lender has the right to have any financed aircraft appraised during any outstanding obligations, at the Company’s sole cost and expense. In the event the loan is revealed to have a value greater than a certain percentage of the aircraft, the Company must make a mandatory repayment of the applicable loan to an amount that will reduce the loan to be less than the required percentage of the applicable appraised value. Pursuant to the term loan agreement, the Company must maintain a certain debt service coverage ratio (the ratio calculated by dividing EBITDA and sum of all loan payments), tested annually. There is also an optional prepayment clause which specifies that the Company may prepay any loans in whole or in part, and all prepayments of principal shall include interest accrued to the date of the prepayment on the principal amount being prepaid. The Credit Facility contains clauses requiring the Company to maintain their limited liability companies’ existence and to not permit any of the subsidiaries to liquidate, dissolve, change their names, or consolidate with other corporations without prior consent of the Lender. The original loan agreement states that the Company may not re-borrow any amounts repaid to the Lender. The term loan is collateralized by substantially all assets of the borrower and initially expires August 2019. The Credit Facility also contains other customary covenants, representations and events of default. In August 2019, the Company entered into the First Amendment of the original term loan agreement which increased the maximum available borrowings of the Credit Facility to $22,255 and extended the Term Loan Maturity Date to November 2020. The First Amendment also amended the covenant to require the Company to maintain a certain Fixed Charge Coverage ratio tested on the date immediately preceding each borrowing and upon receipt of quarterly financial statements. In November 2020, the Company entered into the Second Amendment of the term loan agreement which increased the maximum available borrowings of the Credit Facility to $27,250 and extended the Term Loan Maturity Date to November 2022. In September 2022, the Company entered into the Third Amendment of the term loan agreement which increased maximum available borrowings of the Credit Facility to $32,250 and extended the Term Loan Maturity Date to September 2024. The Third Amendment also states that the Company may repay any outstanding loan at any time and any amounts so repaid may be reborrowed, up to the Maximum Loan Amount at the time of such borrowing. The Third Amendment also amended the interest rate terms and provided the option to elect a rate per year equal to SOFR-Based Rate or the Prime-Based Rate. In December 2023, the Company entered into the Fourth Amendment of the term loan agreement which decreased maximum available borrowings of the Credit Facility to $15,250. The Company elected to utilize the SOFR-Based Rate upon execution of the amendment and continued to pay interest based on the SOFR-Based Rate as of December 31, 2023. As of December 31, 2023 and December 31, 2022, the aggregate outstanding balances on the term loan were $13,148 and $32,153, respectively and the Company had approximately $2,102 and $97 additional available borrowing capacity under the term loan, respectively. As of December 31, 2023 the term loans bear maturity dates from January 2024 to April 2027. Credit Facility (Revolving Line of Credit) In March 2023, the Company entered into a revolving uncommitted line of credit loan with the lender (the “LOC Master Note”). The LOC Master Note provides a line of credit of up to $60,000 and the Company may request one or more loans from time to time until the scheduled maturity date of March 9, 2024 (“LOC Master Note Maturity Date”). The loan is collateralized by the Company’s investment accounts with the financial institution. At the Company’s option, the interest rate on term loans drawn from the LOC Master Note is equal to either the Prime-Based Rate, defined as the greater of 1.25% or the prime rate minus 1.88%, or the Daily Simple SOFR-Based Rate, defined as the greater of 1.25% or the Daily Simple SOFR plus 1.25% (“Interest Rate Option”). The Company agrees to pay accrued interest monthly on the 9th day of each month, beginning with the first of such dates to occur after the date of the first Loan, at maturity of this note, and upon payment in full, whichever is earlier or more frequent. After maturity, whether by acceleration or otherwise, interest shall be payable upon demand. The Company may prepay any principal bearing interest at any Interest Rate Option in whole or in part without breakage fee, penalty or premium; provided, however, that if a Swap Agreement with a Daily Simple SOFR-Based Rate is in effect between Lender and the Company in connection with a Loan made pursuant to this LOC Master Note, any applicable swap breakage fees, penalties, premiums and costs will apply. There is no Swap Agreement in place as of December 31, 2023. The LOC Master Note contains customary representations and warranties and financial and other affirmative and negative covenants and is subject to acceleration upon certain specified events of default, including failure to make timely payments, breaches of certain representations or covenants, failure to pay other material indebtedness, failure to maintain the market value of the collateral such that at all times it equals or exceeds the Minimum Liquidity Balance and certain other events of default. All payments shall be made in immediately available funds and shall be applied first to accrued interest and then to principal; however, if an Event of Default occurs, Lender may in its sole discretion, and in such order as it may choose, apply any payment to interest, principal and/or lawful charges and expenses then accrued. The Company drew an initial $44,527 principal amount in March 2023, with the selected interest option of SOFR plus 1.25%. In April, September, and October 2023, the Company drew additional $3,300, $8,713 and $3,000 principal amounts, respectively, under the LOC Master Note with the selected interest option of SOFR plus 1.25%. As of December 31, 2023, the Company has an outstanding balance on the LOC Master Note of $59,540 with the selected interest option of SOFR plus 1.25%. Subsequent to December 31, 2023, the Company entered into an amendment to the LOC Master Note to extend the maturity date to September 9, 2025. Refer to Note 24, "Subsequent Events," for additional details. Debt Covenants Financial covenants contained in the debt borrowings mandate that the Company maintains certain financial metrics, including, but not limited to, debt service coverage ratios, fixed charge cover ratios, or cash flow cover ratios. If the Company is unable to maintain the financial metric, it is a breach of the debt covenant and is considered an event of default. An event of default can result in all loans and other obligations becoming immediately due and payable, including the advance of any sums necessary to cure the event of default, allowing the lenders to seize the collateralized assets, aircraft and the debt agreements being terminated. As of December 31, 2023 and December 31, 2022, the Company was not in compliance with certain financial covenants and obtained waiver request letters from the various lenders. Pursuant to the waiver letters, the lenders agreed to waive the financial covenants for the years ended December 31, 2023 and December 31, 2022. The aggregate balances of outstanding debt obligations for which waiver letters were received was $42,675 and $13,645 as of December 31, 2023 and December 31, 2022, respectively. Bridge Notes On October 17, 2022, the Company entered into the EPA with EGA (see Note 1, "Organization and Operations"). In combination with the EPA, the Company entered into a senior subordinated convertible note agreement (the "Bridge Notes") with an investor (“Noteholder”). Pursuant to the convertible note agreement, the Company borrowed and agreed to repay the Noteholder a principal amount of $50,000, which can be increased to a maximum borrowing of $85,000. On October 28, 2022, the Company requested and received the additional $35,000 incremental note funding, bringing the total borrowing amount to $85,000. The Bridge Notes accrued interest daily at the applicable rate which is 10%. Pursuant to the convertible note agreement, interest is payable in kind (“PIK”, instead of paying cash, accrued interest will be added to the outstanding principal balance and will be deemed paid) annually on the anniversary of the closing date of the Bridge Notes of October 17, 2022. The Company assessed all terms and features of the Bridge Notes in order to identify any potential embedded features that would require bifurcation. As part of this analysis, the Company assessed the economic characteristics and risks of the Bridge Notes, including the conversion, put and call features. In consideration of the conversion provision, the Company concluded the conversion feature required bifurcation as a derivative. The fair value of the conversion feature derivative was determined based on the difference between the fair value of the Bridge Notes with the conversion option and the fair value of the Bridge Notes without the conversion option. The Company determined that the fair value of the derivative upon issuance of the Bridge Notes was $1,441 and recorded this amount as a derivative liability and the offsetting amount as a debt discount as a reduction to the carrying value of the Bridge Notes on the Bridge Note's closing date of October 17, 2022. As of December 31, 2023 and December 31, 2022, the fair value of the derivative liability was zero and $971, respectively. Upon closing of the Merger, the outstanding principal balance of the Bridge Notes of $85,000 and accrued PIK interest of $10,503 were automatically converted into 9,550,274 shares of flyExclusive Class A common stock, settling the Company's repayment obligation, (See Note 3, "Merger"). Immediately prior to the conversion on the Closing Date, the Company remeasured the associated derivative liability to its fair value as of the Closing Date of $15,560. The Company recognized an unrealized loss of $14,589 related to the change in fair value of derivative liability from December 31, 2022 to the Closing Date within other income (expense), net in the consolidated statements of operations and comprehensive income (loss). Upon conversion, the Company removed the associated unamortized debt issuance costs of $717 and derivative liability of $15,560 from the consolidated balance sheets and recorded a gain on extinguishment of debt of $14,843 within the consolidated statements of operations and comprehensive income (loss) for the year ended December 31, 2023. For the year ended December 31, 2022, the Company recognized an unrealized gain of $470 related to the change in fair value of derivative liability within other income (expense), net in the consolidated statements of operations and comprehensive income (loss). As of December 31, 2023 and December 31, 2022, unamortized debt issuance costs related to the Bridge Notes was zero and $1,500, respectively. During the years ended December 31, 2023 and 2022, the Company recorded $783 and $202, respectively, in amortization of the debt discount and $8,687 and $1,816, respectively, related to the PIK interest expense within Interest expense in the consolidated statements of operations and comprehensive income (loss). The effective interest rate used was 13.3% as of the conversion date of December 27, 2023, and 14.3% as of December 31, 2022. Paycheck protection program (“PPP”) loans In response to the coronavirus (COVID-19) outbreak in 2020, the U.S. federal government enacted the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) that, among other economic stimulus measures, established the PPP to provide small business loans. In January 2021, the Company entered into an additional PPP loan agreement for approximately $339. The PPP loan bears a fixed interest rate of 1% over a five-year term, is guaranteed by the U.S. federal government and does not require collateral. The loans may be forgiven, in part or whole, if the proceeds are used to retain and pay employees and for other qualifying expenditures. During 2021, the Company used all of the 2021 PPP loan proceeds to pay for qualified expenses, 100% of which were used to pay for payroll-related expenses. The Company submitted its application and supporting documentation for forgiveness to its bank, which submitted the application and supporting documentation to the Small Business Administration (“SBA”). The balance on the PPP Loan was $339 and is included in Other non-current liabilities in the consolidated balance sheets as of December 31, 2022. The loan was forgiven in April 2023 including all accrued and unpaid interest. During the year ended December 31, 2023, the Company recognized loan forgiveness of $339 as Other expense in the Company's consolidated statements of operations and comprehensive income (loss). Economic Injury Disaster Loans (“EID”) In August 2020, the Company executed the standard loan documents required for securing loans offered by the SBA under its EID loan assistance program and received the loan proceeds of $122. The proceeds from the EID Loan must be used for working capital. The EID Loan has a thirty-year term and bears interest at a rate of 3.75% per annum with monthly principal and interest payments being deferred for 12 months after the date of disbursement. On March 11, 2021, the American Rescue Plan Act of 2021 was enacted, which extended the first due date for repayment of EIDLs made in 2020 from 12 months to 24 months from the date of the note. The EID loan may be prepaid at any time prior to maturity with no prepayment penalties. The Loan Authorization and Agreement and the note executed by the Company in connection with the EID Loan contains events of default and other provisions customary for a loan of this type and the EID loan is secured by a security interest on all of the Company’s assets. 16. Debt The components of the Company’s outstanding Short-term notes payable consisted of the following: Interest June 30, December 31, Short-term notes payable Bank 2 7.8 % $ 6,185 $ 14,400 Less: Unamortized debt issuance costs (26) (4) Total short-term notes payable $ 6,159 $ 14,396 In October 2022, the Company entered into a short-term loan agreement for a principal amount of $3,756 bearing interest at 6.5% and was initially maturing in April 2023. In April 2023, the Company extended its maturity date to October 2023 and amended its interest rate to 7.75%. The loan was collateralized by the aircraft it financed and required monthly interest payments. The principal balance of $3,756 was paid off in September 2023. In June 2023, the Company entered into two new short-term loan agreements in the amounts of $8,000 and $6,400 principal. Both loans bear an interest rate of 7.75%, with a maturity date of six months from the loan date. In December 2023, the Company extended the maturity dates to June 2024, one year from the loan dates. In June 2024, the Company extended the short-term loan with an original principal of $6,400 with a maturity date of six months from the loan date. As of June 30, 2024 and December 31, 2023, unamortized debt issuance costs were $26 and $4, respectively for short-term notes payable. During the three months ended June 30, 2024 and 2023 the Company recorded $4 and $11, respectively, in amortization of debt issuance cost within interest expense and during the six months ended June 30, 2024 and 2023 the Company recorded $4 and $22, respectively in amortization of debt issuance costs within interest expense in the condensed consolidated statements of operations and comprehensive income (loss) (unaudited). Total interest expense related to short-term debt was $124 and $77 for the three months ended June 30, 2024 and 2023, respectively, and total interest expense related to short-term debt was $249 and $157 for the six months ended June 30, 2024 and 2023, respectively. The components of the Company’s outstanding long-term debt consisted of the following: Interest Rates Amounts Maturity Dates June 30, 2024 December 31, 2023 June 30, 2024 December 31, 2023 June 30, 2024 December 31, 2023 Long-term notes payable with banks for the purchase of aircrafts Bank 1 4.0% - 7.3% 4.0% - 7.3% $ 16,707 $ 13,589 Sep 2025 - Feb 2029 Aug 2025 - Feb 2027 Bank 2 4.0% - 7.8% 4.0% - 7.8% 13,093 13,769 Dec 2025 - Apr 2029 Dec 2025 - Jun 2028 Bank 3 Fixed - 2.3% + SOFR** 3.5% Fixed - 2.3% + SOFR** 1,736 7,705 Feb 2026 Jan 2024 - Oct 2026 Bank 4 N/A 2.9% + SOFR** — 4,082 N/A Sep 2024 - Dec 2024 Bank 5 5.3% - 6.0%* 5.3% - 6.0%* 3,527 3,759 Jul 2030 - Sep 2030 Jul 2030 - Sep 2030 Bank 6 7.7% 7.7% 1,741 1,843 Jan 2030 Jan 2030 Bank 7 4.0% 4.0% 927 1,061 Sep 2027 Sep 2027 Bank 8 8.8% n/a 12,568 — May 2029 Long-term notes payable with financial institutions for the purchase of aircrafts Financial Institution 1 0.25% + Schwab Loan Rate 0.25% + Schwab Loan Rate 3,140 3,290 Dec 2027 Dec 2027 Financial Institution 2 3.6% - 7.0% 3.6% - 7.0% 8,123 8,435 Nov 2026 - May 2027 Nov 2026 - May 2027 Financial Institution 3 9.0% - 9.5% 9.0% - 9.5% 35,607 22,612 Sep 2030 - Mar 2034 Sep 2033 - Dec 2033 Credit facilities with financial institutions Financial Institution 4 1.3% + SOFR** - 2.8% + SOFR** 1.3% + SOFR** - 2.8% + SOFR** 70,378 72,688 See disclosure See disclosure below Bridge Notes n/a n/a n/a n/a See disclosure See disclosure below Other long-term debt payable EID loan See disclosure below See disclosure below 122 116 See disclosure See disclosure below Long-term debt from VIEs 38,915 40,491 Total Long-term notes payable 206,584 193,440 Less: Unamortized debt issuance costs and debt discount (271) (151) Less: current portion (22,753) (26,471) Long-term notes payable, non-current portion $ 183,560 $ 166,818 __________________ * The payment terms dictate that the Note shall bear interest at a rate equal to the Prime Rate plus 275 basis points with an initial interest rate set at 6% based on the Prime Rate and Loan Spread at the time of the agreement. The interest rate is to be adjusted every 5 years and be based on the Prime Rate published as of the date plus the Loan Spread. ** SOFR is defined as “Secured Overnight Financing Rate” The Company (the “borrowers”) routinely enters into long-term loan agreements with various lenders for the purpose of financing purchases of aircraft. These loans usually have an initial term between 2 to 15 years and sometimes the borrowers negotiate with the lenders to extend the maturity date at the end of the initial term. The Company will refinance as needed to meet its obligations as they become due within the next 12 months. The Company has maintained a positive relationship with the lenders and has not historically had any difficulty refinancing these debt obligations. Based on historical experience and the fact that the Company has not suffered any decline in creditworthiness, it expects that cash on hand and cash earnings will enable it to secure the necessary refinancing. Amendments are executed at times when interest rates and terms are changed. Under these long-term loan agreements, these borrowers usually pay principal and interest payments each month, followed by a balloon payment of all unpaid principal and accrued and unpaid interest due upon maturity, and when applicable, a loan origination fee upon execution. Each note payable is collateralized by the specific aircraft financed and is guaranteed by the owners of the borrowers. The lender may impose a restriction that the outstanding balance of the note may not exceed a percentage of the retail value of the collateral. In the event the outstanding value of the loan exceeds the percentage threshold of the collateralized aircraft, the borrowers may be required to make a payment in order to reduce the balance of the loan. Pursuant to the loan agreements, the borrowers must maintain certain debt service ratios (such as cash flow to leverage or certain EBITDA to total borrowings) specific to each lender as long as the borrowers hold outstanding loans. There are approximately forty separate loan agreements (each loan agreement includes the initial agreement and amendments if applicable) with note payable balances outstanding included in the condensed consolidated balance sheets (unaudited) as of June 30, 2024 and December 31, 2023. As of June 30, 2024 and December 31, 2023, unamortized debt issuance costs were $271 and $151 for long-term notes payable (excluding convertible note), respectively. During the three months ended June 30, 2024 and 2023 the Company recorded $52 and $15, respectively, in amortization of debt issuance cost within interest expense and during the six months ended June 30, 2024 and 2023 the Company recorded $67 and $41, respectively in amortization of debt issuance within interest expense in the condensed consolidated statements of operations and comprehensive income (loss) (unaudited). Total interest expense related to long-term debt (excluding convertible note and VIEs) was $3,047 and $2,041 for the three months ended June 30, 2024 and 2023, respectively, and total interest expense was $5,754 and $3,615 for the six months ended June 30, 2024 and 2023, respectively. The table below presents the Company’s contractual principal payments (not including debt issuance costs) as of June 30, 2024 under then-outstanding long-term debt agreements in each of the next five calendar years (does not include VIE loans): Fiscal year Amount 2024 $ 12,008 2025 75,989 2026 16,847 2027 11,772 2028 4,523 Thereafter 46,530 167,669 Long-term notes payable from VIE 38,915 Debt issuance costs (271) Total long-term notes payable $ 206,313 Credit Facility (Term Loan) In August 2018, the Company entered into a term loan agreement with a financial institution (the “Lender”) to provide a term loan with a maximum borrowing amount of $12,255, each borrowing considered a loan with a separate promissory note (the “Credit Facility”). Each term loan will be used to finance the purchase of aircraft and shall not exceed certain appraised value of the aircraft that is being financed. Interest accrues on the unpaid principal balance at a rate equal to the Overnight LIBOR-Based Rate (a per annum rate of interest which is equal to the greater of: (i) the floor rate 2.25%, and (ii) the sum of Overnight LIBOR plus 2.25% (Overnight LIBOR Margin) at the execution date of the promissory note. Interest on each loan will be paid in arrears on the same day of each month, commencing on the one-month anniversary of the promissory note. In addition to the interest payments, a principal payment of each loan will be paid monthly based on an amortization schedule of twelve years. The entire remaining principal balance of the loan, plus all accrued but unpaid interest shall be due and payable on the fifth-year anniversary of the promissory note (the “Term Loan Maturity Date”). Any installment of principal or interest on the loans which are not paid when due shall bear a default interest rate equal to the lesser of (i) the applicable LIBOR-based rate plus 3% per annum, or (ii) the highest rate then permitted by applicable law. A late charge of 5% of any payment will be imposed on any regularly scheduled payment not received by the Lender on or before 15 days from the date such payment is due. The Lender has the right to have any financed aircraft appraised during any outstanding obligations, at the Company’s sole cost and expense. In the event the loan is revealed to hav |
Leases_2
Leases | 6 Months Ended |
Jun. 30, 2024 | |
Leases [Abstract] | |
Leases | 16. Leases The Company’s lease arrangements generally pertain to real estate leases and aircraft. The Company leases real estate including hangars and office space under non-cancelable operating leases, ranging from two two Vehicle leases typically have month-to-month lease terms and are classified as short-term leases. The following table sets forth information about the Company’s operating lease costs for the years ended December 31, 2023 and 2022: Year Ended December 31, 2023 2022 Operating lease cost: $ 18,278 $ 12,986 Short-term lease cost 768 310 Total lease costs $ 19,046 $ 13,296 The following table sets forth supplemental information about the leases for the years ended December 31, 2023 and 2022: Year Ended December 31, 2023 2022 ROU assets obtained in exchange for new operating lease liabilities $ 48,807 $ 21,853 Weighted-average remaining lease term – operating leases 8.52 years 10.16 years Weighted-average discount rate – operating leases 6.54 % 5.86 % The Company’s future lease payments under non-cancellable operating leases as of December 31, 2023 are as follows: Fiscal Year Amount 2024 $ 22,733 2025 20,547 2026 17,670 2027 12,299 2028 5,585 Thereafter 40,696 Total undiscounted cash flows 119,530 Less: Imputed interest (33,523) Present value of lease liabilities $ 86,007 17. Leases The Company’s lease arrangements generally pertain to real estate leases and aircraft. The Company leases real estate including hangars and office space under operating leases, ranging from two two Vehicle leases typically have month-to-month lease terms and are classified as short-term leases. The following table sets forth information about the Company’s operating lease costs for the three and six months ended June 30, 2024 and June 30, 2023: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Operating lease cost $ 5,189 $ 4,291 $ 10,787 $ 7,823 Short-term lease cost 403 113 727 223 Total lease costs $ 5,592 $ 4,404 $ 11,514 $ 8,046 The following table sets forth supplemental cash flow information about the leases for the six months ended June 30, 2024 and 2023: Six Months Ended June 30, 2024 2023 ROU assets obtained in exchange for new operating lease liabilities $ 3,571 $ 23,507 Supplemental balance sheet information related to the leases is as follows: June 30, December 31, Weighted-average remaining lease term – operating leases 9.20 years 8.52 years Weighted-average discount rate – operating leases 6.63 % 6.54 % The Company’s future lease payments under operating leases as of June 30, 2024 are as follows: Fiscal Year Amount Remainder of 2024 $ 9,849 2025 18,099 2026 15,622 2027 10,444 2028 4,561 Thereafter 40,742 Total undiscounted cash flows 99,317 Less: Imputed interest (30,079) Present value of lease liabilities $ 69,238 |
Warrant Liabilities_2
Warrant Liabilities | 6 Months Ended |
Jun. 30, 2024 | |
Other Liabilities Disclosure [Abstract] | |
Warrant Liabilities | 17. Warrant Liabilities In connection with the Merger, the Company assumed 7,066,668 EGA public warrants and 4,333,333 EGA private placement warrants. The Warrants are not exercisable until at least 30 days after the Merger, as such, no warrants were exercised prior to December 31, 2023. Each such Warrant will be exercisable at an exercise price of $11.50 for one share of flyExclusive Class A Common Stock, subject to adjustments. The Warrants may be exercised for a whole number of shares of the Company. No fractional shares will be issued upon exercise of the Warrants. The Warrants will expire on December 27, 2028, or earlier upon redemption or liquidation. The Private Placement Warrants are identical to the Public Warrants except that the Private Placement Warrants are exercisable on a cashless basis and are non-redeemable so long as they are held by the EGA Sponsor or their permitted transferees. If the private warrants are held by someone other than the initial purchasers or their permitted transferees, the private warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. 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 (the“30-day redemption period”) to each warrant holder; and • if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three If the Company calls the Public Warrants for redemption, 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 the common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, consolidation, combination, reverse stock split, or reclassification. The Warrants are classified as derivative liabilities because they do not meet the criteria in ASC 815-40 to be considered indexed to the entity’s own stock as the warrants could be settled for an amount that is not equal to the difference between the fair value of a fixed number of the entity’s shares and a fixed monetary amount. The Warrants are measured at fair value both on the date of issuance and on subsequent accounting period ending dates, with all changes in fair value after the issuance date recorded in the consolidated statements of operations and comprehensive income (loss) as a gain or loss. (see Note 4, "Fair Value Measurements," for additional information regarding fair value). On the Closing Date of the Merger, the Company recorded a warrant liability of $2,248 based on the fair value as of the Closing Date prior to the warrant exchanges (see Note 3, "Merger," for additional information regarding the warrant exchanges). For the year ended December 31, 2023, the Company remeasured the fair value of the Warrants and recorded a loss on the change in the fair value of $334. The loss was recorded to Other income (expense), on the consolidated statements of operations and comprehensive income (loss) for the year ended December 31, 2023. As of December 31, 2023, and December 31, 2022, the consolidated balance sheets contained warrant liabilities of $2,508 and zero, respectively. 18. Warrant Liabilities In connection with the Merger, the Company assumed the 7,066,668 Public Warrants issued by EGA and the 4,333,333 Private Placement Warrants issued by EGA which were outstanding at December 31, 2023. Each such Warrant is exercisable at an exercise price of $11.50 for one share of flyExclusive Class A Common Stock, subject to adjustments. The Warrants may be exercised for a whole number of shares of the Company. No fractional shares will be issued upon exercise of the Warrants. The Warrants will expire on December 27, 2028, or earlier upon redemption or liquidation. The Private Placement Warrants are identical to the Public Warrants except that the Private Placement Warrants are exercisable on a cashless basis and are non-redeemable so long as they are held by the EGA Sponsor or their permitted transferees. If the private warrants are held by someone other than the initial purchasers or their permitted transferees, the private warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Once the warrants become exercisable, the Company may redeem the outstanding warrants for cash (except as described herein with respect to the Private Placement 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 (the“30-day redemption period”) to each warrant holder; and • if, and only if, the reported last sale price of the Class A Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three If the Company calls the Public Warrants for redemption, 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 that governs the Public Warrants. The exercise price and number of the common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, consolidation, combination, reverse stock split, or reclassification. In connection with the securities purchase agreement, on March 4, 2024, EnTrust Emerald (Cayman) LP was issued a warrant to purchase shares of the Company's Class A Common Stock (the "Penny Warrants"). The Penny Warrants grant the holder the right to purchase shares of Common Stock in an aggregate amount equal to one and one-half (1½) percent of the outstanding Class A Common Stock on a fully diluted basis (the “Share Count Cap”), calculated in accordance with the terms of the Warrant Agreement, at an exercise price of $0.01 per share. The Penny Warrant is exercisable beginning on the second anniversary of the Effective Date (as defined in the warrant agreement that governs the Penny Warrants) as to 50% of the Share Count Cap and, beginning on the third anniversary, as to 100% of the Share Count Cap, in each case, in accordance with the terms of the Penny Warrants. The Penny Warrants expire on the fifth anniversary of the Effective Date and may not be exercised for a number of shares of Class A Common Stock having an aggregate value in excess of $11,250, calculated in accordance with the terms of the Penny Warrants. The Warrants are classified as derivative liabilities because they do not meet the criteria in ASC 815-40 to be considered indexed to the entity’s own stock as the warrants could be settled for an amount that is not equal to the difference between the fair value of a fixed number of the entity’s shares and a fixed monetary amount. The Warrants are measured at fair value both on the date of issuance and on subsequent accounting period ending dates, with all changes in fair value after the issuance date recorded in the condensed consolidated statements of operations and comprehensive income (loss) (unaudited) as a gain or loss. (see Note 5 "Fair Value Measurements" for additional information regarding fair value). On March 4, 2024, the Company recorded a warrant liability of $3,746 based on the fair value of the Penny Warrants issued as of the Closing Date of the Series A Preferred Issuance (see Note 24 "Stockholders’ Equity / Members' Deficit and Noncontrolling Interests" for additional information regarding the Series A Preferred issuance). On January 3, 2024 925,000 Public Warrants were exchanged for 203,500 shares of flyExclusive Class A Common Stock. On February 27, 2024, the remaining 336,124 Public Warrants subject to the Warrant Exchange Agreements were exchanged, for 73,947 shares of flyExclusive Class A Common Stock. During the three and six months ended June 30, 2024, holders of Public Warrants exercised 0 and 3,283,941 warrants, respectively, on a cashless basis, in accordance with the terms of the Public Warrants, resulting in an issuance of 967,045 shares of flyExclusive Class A Common Stock for the six months ended June 30, 2024. As of June 30, 2024, there were 4,333,333 Private Placement Warrants and 2,519,869 Public Warrants outstanding in addition to the Penny Warrants. For the three and six months ended June 30, 2024, the Company remeasured the fair value of the Warrants and recorded a loss on the change in the fair value of $899 and $3,679, respectively. The loss was recorded to Other income (expense), on the condensed consolidated statements of operations and comprehensive income (loss) (unaudited) for the three and six months ended June 30, 2024. As of June 30, 2024, and December 31, 2023, the condensed consolidated balance sheets (unaudited) and consolidated balance sheets contained warrant liabilities of $5,226 and $2,508, respectively. |
Employee Benefits_2
Employee Benefits | 6 Months Ended |
Jun. 30, 2024 | |
Retirement Benefits [Abstract] | |
Employee Benefits | 18. Employee Benefits Defined Contribution Plan The Company established the flyExclusive 401(k) Plan (the “401k Plan”) under Section 401(k) of the Internal Revenue Code. Under the 401k Plan, employees (or “Participants”) with greater than two months of service may contribute up to the lesser of $58 or 100% of their compensation per year subject to the elective limits as defined by IRS guidelines. The Company may make discretionary matching contributions in amounts equal to a uniform percentage or dollar amount of employees’ elective deferrals each plan year. The Company is matching 50% of the first 8% of base compensation that participants contribute to the plan. Vesting in the Company’s contribution portion of their accounts is based on years of continuous service. A participant is 100% vested after 2 years of credited service. Investment selections consist of mutual funds. The Company’s contributions to the 401k Plan amounted to $1,158 and $973 for the years ended December 31, 2023 and 2022, respectively. Health and Welfare Benefits The Company provides health and welfare benefits to its employees, including health, life, dental and disability insurance, among others. 19. Employee Benefits Defined Contribution Plan The Company established the flyExclusive 401(k) Plan (the “401k Plan”) under Section 401(k) of the Internal Revenue Code. Under the 401k Plan, employees (or “Participants”) with greater than two months of service may contribute up to the lesser of Internal Revenue Service guidelines or 100% of their compensation per year subject to the elective limits as defined by IRS guidelines. The Company may make discretionary matching contributions in amounts equal to a uniform percentage or dollar amount of employees’ elective deferrals each plan year. The Company is matching 50% of the first 8% of base compensation that participants contribute to the 401k Plan. Vesting in the Company’s contribution portion of their accounts is based on years of continuous service. A participant is 100% vested after 2 years of credited service. Investment selections consist of mutual funds. The Company’s contributions to the 401k Plan amounted to $444 and $839 for the three and six months ended June 30, 2024, respectively and $341 and $651 for the three and six months ended June 30, 2023. Health and Welfare Benefits The Company provides health and welfare benefits to its employees, including health, life, dental and disability insurance, among others. |
Stock-based Compensation_2
Stock-based Compensation | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-based Compensation | 19. Stock-based Compensation 2023 Equity Incentive Plan The aggregate number of shares of common stock reserved for future issuance under the 2023 Equity Incentive Plan is 6,000,000 shares. The number of shares available for issuance under the 2023 Equity Incentive Plan will be proportionately adjusted for (i) any increase or decrease in the number of issued and outstanding shares resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the shares, or similar transaction affecting the shares, (ii) any other increase or decrease in the number of issued and outstanding shares effected without receipt of consideration by the Company, or (iii) any other transaction with respect to the Company’s Common Stock including a corporate merger, consolidation, acquisition of property or stock, separation (including a spin-off or other distribution of stock or property), reorganization, liquidation (whether partial or complete) or any similar transaction; provided, however that conversion of any convertible securities of the Company will not be deemed to have been effected without receipt of consideration. The 2023 Equity Incentive Plan will continue in effect for a period of 10 years from the Incentive Plan Effective Date unless sooner terminated. On December 27, 2023 (the "Grant Date"), 73,600 shares of fully vested Class A Common Stock were granted to employees of flyExclusive as compensation for services provided. The closing stock price as of the Grant Date was utilized to determine the fair value of the grant. The Company recognized the entire fair value of $882 as stock-based compensation within selling, general and administrative expense in the consolidated statements of operations and comprehensive income (loss) for the year ended December 31, 2023. The $882 was calculated as the 73,600 shares that immediately vested upon the Grant Date, which was the date of the closing of the Merger, multiplied by the Grant Date fair value per share of the Class A Common Stock of $11.98. No other awards were granted under the 2023 Equity Incentive Plan during the year ended December 31, 2023. As of December 31, 2023, 6,000,000 shares of the Company's common stock were available for future issuance under the 2023 Equity Incentive Plan. Employee Stock Purchase Plan The ESPP provides eligible employees of the Company with a convenient means of acquiring an equity interest in the Company through payroll deductions. The aggregate number of common stock reserved for future employee purchases under the ESPP is 1,500,000 shares. The number of shares available for issuance under the ESPP will be adjusted by the administrator in the event of any change affecting the number, class or terms of the Company’s Common Stock by reason of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares or other change affecting the outstanding common stock as a class without the Company’s receipt of consideration. Unless otherwise determined by the Compensation Committee of the Board, the ESPP will be administered on the basis of sequential six six six 20. Stock-based Compensation 2023 Equity Incentive Plan The aggregate number of shares of Class A Common Stock reserved for future issuance under the 2023 Equity Incentive Plan is 6,000,000 shares. The number of shares available for issuance under the 2023 Equity Incentive Plan will be proportionately adjusted for (i) any increase or decrease in the number of issued and outstanding shares resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the shares, or similar transaction affecting the shares, (ii) any other increase or decrease in the number of issued and outstanding shares effected without receipt of consideration by the Company, or (iii) any other transaction with respect to the Company’s Class A Common Stock including a corporate merger, consolidation, acquisition of property or stock, separation (including a spin-off or other distribution of stock or property), reorganization, liquidation (whether partial or complete) or any similar transaction; provided, however that conversion of any convertible securities of the Company will not be deemed to have been effected without receipt of consideration. The 2023 Equity Incentive Plan will continue in effect for a period of 10 years from the Incentive Plan Effective Date unless sooner terminated. No awards were granted under the 2023 Equity Incentive Plan during the three and six months ended June 30, 2024 or the three and six months ended June 30, 2023 . As of June 30, 2024, 6,000,000 shares of the Company's Class A Common Stock were available for future issuance under the 2023 Equity Incentive Plan. Employee Stock Purchase Plan In connection with the Merger, the Board approved the flyExclusive, Inc. Employee Stock Purchase Plan (the “ESPP”), on November 10, 2023 (the "ESPP Effective Date"), at which time the ESPP became effective, subject to stockholder approval. The ESPP was subsequently approved by the stockholders on December 18, 2023. The ESPP provides eligible employees with a means of acquiring an equity interest in the Company through payroll deductions. The aggregate number of shares of Class A Common Stock reserved for future employee purchases under the ESPP is 1,500,000 shares. The ESPP will expire on October 31, 2033, unless sooner terminated by the Board, or when all available shares have been purchased. As of June 30, 2024, no shares had been purchased by employees under the ESPP. |
Income Taxes_2
Income Taxes | 6 Months Ended |
Jun. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 20. Income Taxes The Company is subject to U.S. federal, state and local income taxes with respect to its allocable share of any taxable income or loss as well as any standalone income or loss flyExclusive Inc generates. As of December 31, 2023, flyExclusive, Inc held 22% of the economic interest in LGM, which is treated as a partnership for U.S. federal income tax purposes. As a partnership, LGM generally is not subject to U.S. federal income tax under current U.S. tax laws as its net taxable income (loss) and any related tax credits are passed through to its members and included in their tax returns, even though such net taxable income (loss) or tax credits may not have actually been distributed. flyExclusive, Inc is subject to U.S. federal income taxes, in addition to state and local income taxes, with respect to its distributive share of the net taxable income (loss) and any related tax credits of LGM. The components of income tax expense for the year ended December 31, 2023 are as follows: Year Ended December 31, 2023 Current Federal $ — State — Total income taxes $ — The following table represents a reconciliation of income tax expense at the statutory federal income tax rate to the actual income tax expense from continuing operations: Year Ended December 31, 2023 Amount Tax Rate Loss before income taxes $ (54,738) Tax expense at statutory rate (11,495) 21.0 % Increases (reductions) in taxes resulting from: Loss attributable to redeemable noncontrolling interest (225) 0.4 Change in fair value of warrant liabilities 70 (0.1) Change in fair value of derivative liability (955) 1.7 Change in valuation allowance 952 (1.7) Unrecognized benefit from LLC flow thru structure 11,667 (21.3) Deferred Rate Change — — State income taxes, net of federal income tax benefit — — Other adjustments, net (14) — Income tax expense $ — — % The effective tax rate was —% for the year ended December 31, 2023. Our effective tax rate differs from the federal statutory rate of 21% primarily due to the unrecognized benefit from the LLC flow thru structure. Deferred income taxes result from temporary differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities. The principal components of our net deferred tax liability were as follows: December 31, 2023 Deferred tax assets Net operating loss carryforward $ 634 Interest Expense 558 Start Up Cost 679 Outside basis difference on investment in LGM Enterprises, LLC (a) 12,963 Other, net — Total deferred tax assets 14,834 Valuation allowance (14,834) Net deferred tax assets $ — __________________ (a) The Company's deferred tax asset for the investment in partnership relates to the excess outside tax basis over financial reporting outside basis in LGM Enterprises, LLC, which is treated as a partnership for U.S. federal income tax purposes. We evaluate the realizability of our deferred tax assets on a quarterly basis and establish valuation allowances when it is more likely than not that all or a portion of our deferred tax assets may not be realized. In making this determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary difference, projected future taxable income and tax planning strategies. As of December 31, 2023, we concluded based on the weight of all available positive and negative evidence, that it is more likely than not that the majority of deferred tax assets will not be realized. Accordingly a valuation allowance of $14,834 has been established as of December 31, 2023. The full valuation allowance will remain until there is sufficient evidence to support the reversal of all or some portion of these allowances. As of December 31, 2023, the Company had U.S federal net operating loss carryforwards ("NOL") totaling $2,607 which have expiration dates extending indefinitely without expiration as well as state NOL carryforwards totaling $2,607 which have various expiration dates extending through 2043. The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions in which it operates. Therefore, the Company is subject to tax examination by various taxing authorities. The Company is not currently under examination, and is not aware of any issues under review that could result in significant payments, accruals or material deviation from its tax positions. To the extent the Company has tax attribute carryforwards, the tax years in which the attribute was generated may still be adjusted upon examination by the Internal Revenue Service and state and local tax authorities to the extent utilized in a future period. As of December 31, 2023, the tax years from 2019 to present generally remain open to examination by relevant taxing jurisdictions to which the Company is subject. 21. Income Taxes The Company is subject to U.S. federal, state and local income taxes with respect to its allocable share of any taxable income or loss as well as any standalone income or loss flyExclusive Inc generates. LGM was historically and remains a partnership for U.S. Federal income tax purposes with each partner being separately taxed on its share of taxable income or loss. The Company is subject to U.S. Federal income taxes, in addition to state and local income taxes, with respect to its distributive share of any net taxable income or loss and any related tax credits of LGM. The Company’s effective tax rate was 0% for the three and six months ended June 30, 2024. The effective income tax rate differed significantly from the statutory rate of 21%, primarily due to the losses allocated to non-controlling interest and a full valuation allowance against our deferred tax assets where it is more likely than not the deferred tax assets will not be realized. The Company has assessed the realizability of its net deferred tax assets and in that analysis has considered the relevant positive and negative evidence available to determine whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The Company has recorded a full valuation allowance against its deferred tax assets as of June 30, 2024, which will be maintained until there is sufficient evidence to support the reversal of all or some portion of these allowances. |
Related Party Transactions_2
Related Party Transactions | 6 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 21. Related Party Transactions The Company regularly enters into related party transactions with entities associated with, and under control of, the majority owner of the Company. Management believes some transactions were conducted on terms equivalent to those prevailing in an arm’s-length transaction. However, some amounts earned or that were charged under these arrangements were not negotiated at arm’s length and may not represent the terms that the Company might have obtained from an unrelated third party. See below for a description of transactions with related parties. Purchases from Related Parties LGM Ventures, LLC (“LGMV”) is an entity with the same ownership structure as the Company. Carolina Air Center, LLC, Crystal Coast Aviation, LLC, and Kinston Jet Center, LLC are subsidiaries of LGMV and sellers of fuel. During the years ended December 31, 2023 and 2022, the Company purchased a total of $2,027 and $2,185 in fuel from subsidiaries of LGMV, respectively. This fuel represents approximately 3% and 3% of the Company’s total fuel purchases during the years ended December 31, 2023 and 2022, respectively. Leases from Related Parties Kinston Jet Center, LLC, Kinston Jet House, LLC, and LGM Auto, LLC are subsidiaries of LGMV and lessors of real property and equipment (such as trucks, trailers and vans). During the years ended December 31, 2023 and 2022, the Company incurred rent expense to subsidiaries of LGMV totaling $1,646 and $1,235, respectively. See Note 16, "Leases" for further details. Due to Related Parties Amounts due to related parties on the consolidated balance sheets as of December 31, 2023 were zero. Amounts due to related parties on the consolidated balance sheets as of December 31, 2022 totaled $72 and relate to fuel and lease purchases from LGMV and Kinston Jet Center, LLC. Accounts payable to related parties for fuel and lease purchases are recorded as increase in equity and a decrease in due to related parties at closing. As of December 31, 2023 and 2022, the Company recognized an increase in equity related to related party payables of $1,047 and $6,188, respectively. Sales to Related Parties The Company allows owners of subsidiaries and lessor SAEs without Equity (“lessor VIEs”) to charter flights at a reduced rate. During the years ended December 31, 2023 and 2022, the Company recorded $22,279 and $22,468 in charter flight revenue from owners of subsidiaries and lessor VIEs, respectively. During the years ended December 31, 2023 and 2022, the Company recorded $80 and $15 in revenue from related parties not considered owners of subsidiaries or lessor VIEs, respectively. Receivables from Related Parties Short term accounts receivable from related parties are comprised of customer flight activity charges and totaled $1,911 and $2,996 as of December 31, 2023 and December 31, 2022, respectively. In addition, long-term accounts receivable from related parties are comprised of customer flight activity charges that are not expected to be repaid until the Company's exercise of a repurchase option within the lease agreement with the related party. Upon this repurchase by the Company, any outstanding receivable balance due to the Company would offset the aggregate repurchase option exercise price. Long-term accounts receivable from related parties totaled $0 and $2,629 as of December 31, 2023 and December 31, 2022, respectively. Accounts receivable from related parties are recorded as a decrease in equity and a decrease in accounts receivable from related parties at closing. As of December 31, 2023 and 2022, the Company recognized a reduction of equity related to related party receivables of $6,114 and $12,894, respectively. The Company occasionally makes accounts payable payments on behalf of LGMV. Related party receivables from LGMV are immaterial as of December 31, 2023 and December 31, 2022, respectively. Notes Receivable In the normal course of its business, the Company finances upfront third-party buyers of their SAEs and holds notes receivable from these buyers. Notes receivable is comprised of $2,433 of a related party’s purchase of 99% ownership of a consolidated subsidiary and $2,404 of another related party’s purchase of 99% ownership of a consolidated subsidiary as of December 31, 2023. Notes receivable is comprised of $2,572 of a related party’s purchase of 99% ownership of a consolidated subsidiary and $2,545 of another related party’s purchase of 99% ownership of a consolidated subsidiary as of December 31, 2022. Short-Term Notes Payable to Related Parties In December 2023, the Company issued to the Sponsor $15,871 in principal amount of senior secured notes due in December 2024. The notes were issued with a stated rate of 14% and interest is payable monthly in arrears. The senior secured notes will mature one year from closing date, at which time the full principal amount will be due, along with any accrued unpaid interest. Unamortized debt issuance costs related to the senior secured notes were $879 as of December 31, 2023. On December 27, 2023, the Company entered into an additional promissory note with the EGA Sponsor, with a principal amount of $3,947. The promissory note bears an annual interest rate of 8% with a maturity date of September 18, 2024. As of December 31, 2023, the balance of the Short-term notes payable - related party on the consolidated balance sheets was $18,939. Other Transactions with Related Parties The Company is a guarantor to a term note, dated January 29, 2021, between Sea Jay, LLC and a financial institution where the initial principal balance is in the amount of $11,900. Sea Jay, LLC is wholly owned by LGMV. The Company is a guarantor to two term notes, dated February 25, 2022 and November 17, 2023, between Kinston Jet Center, LLC and a financial institution where the initial principal balances are in the amounts of $5,280 and $1,800, respectively. On September 14, 2023, the Company exercised its repurchase option on a 50% interest of an aircraft co-owned with Peter Hopper, Director, which resulted in the termination of an aircraft lease with DH Aviation, LLC and subsequent purchase of 50% of the underlying aircraft. This purchase option was settled with a cashless transaction, in which the Company received the aircraft interest in exchange for settling $1,650 of trade receivables the seller had with the Company. The nature of this transaction was agreed upon in the early stages of the relationship. On December 15, 2023, the Company distributed 100% of the equity interests in its wholly-owned subsidiary, JS Longitude, LLC ("JS Longitude"), to the Existing Equityholders, and concurrent with this distribution the Existing Equityholders transferred these equity interests to LGMV. The Company will continue to lease the aircraft held by JS Longitude for Segrave's business and personal use at a rate of $200 per month. In conjunction with the transfer, $16,004 in debt related to the purchase of the aircraft held by JS Longitude was transferred to LGMV. 22. Related Party Transactions The Company regularly enters into related party transactions with entities associated with, and under control of, the majority owner of the Company. Management believes some transactions were conducted on terms equivalent to those prevailing in an arm’s-length transaction. However, some amounts earned or that were charged under these arrangements were not negotiated at arm’s length and may not represent the terms that the Company might have obtained from an unrelated third party. See below for a description of transactions with related parties. Purchases from Related Parties LGM Ventures, LLC (“LGMV”) is an entity owned by Thomas James Segrave, Jr. Carolina Air Center, LLC, Crystal Coast Aviation, LLC, and Kinston Jet Center, LLC are subsidiaries of LGMV and sellers of fuel. During the three and six months ended June 30, 2024, the Company purchased a total of $431 and $892 in fuel from subsidiaries of LGMV, respectively. This fuel represents approximately 2% and 2% of the Company’s total fuel purchases during the three and six months ended June 30, 2024 respectively. During the three and six months ended June 30, 2023 the Company purchased a total of $514 and $1,301 in fuel from subsidiaries of LGMV, respectively. This fuel represents approximately 4% and 3% of the Company’s total fuel purchases during the three and six months ended June 30, 2023. Leases from Related Parties Kinston Jet Center, LLC, Kinston Jet House, LLC, JS Longitude, and LGM Auto, LLC are subsidiaries of LGMV and lessors of real property and equipment (such as trucks, trailers and vans). During the three and six months ended June 30, 2024 the Company incurred rent expense to subsidiaries of LGMV totaling $1,034 and $2,062, respectively. During the three and six months ended June 30, 2023 the Company incurred rent expense to subsidiaries of LGMV totaling $299 and $656. See Note 17 "Leases" for further details. Due to Related Parties Outstanding accounts payable to related parties for fuel and lease purchases from LGMV as of June 30, 2024 and December 31, 2023 were $1,020 and $1,047, respectively . Sales to Related Parties The Company allows owners of subsidiaries and lessor SAEs without Equity (“lessor VIEs”) to charter flights at a reduced rate. During the three and six months ended June 30, 2024, the Company recorded $4,440 and $9,691 in charter flight revenue from owners of subsidiaries and lessor VIEs, respectively. During the three and six months ended June 30, 2023, the Company recorded $5,648 and $12,353 in charter flight revenue from owners of subsidiaries and lessor VIEs, respectively. Receivables from Related Parties Short term accounts receivable from related parties are comprised of these customer flight activity charges that exceed the prepaid balances of the respective customer’s account and totaled $1,770 and $1,911 as of June 30, 2024 and December 31, 2023, respectively. Related party receivables from LGMV are immaterial as of June 30, 2024 and December 31, 2023, respectively. Notes Receivable In the normal course of its business, the Company finances upfront third-party buyers of their SAEs and holds notes receivable from these buyers. Notes receivable was comprised of $2,330 of a related parties' purchases of 99% ownership of a consolidated subsidiary as of June 30, 2024. During the six months ended June 30, 2024, the Company applied $3,973 in notes receivable from a related party towards the Company's purchase of their 99% ownership interest. Notes receivable was comprised of $2,404 of a related party’s purchase of 99% ownership of a consolidated subsidiary and $3,973 of another related party’s purchase of 99% ownership of a consolidated subsidiary as of December 31, 2023. Notes Payable to Related Parties - Short Term In December 2023, the Company issued $15,871 in principal amount of senior secured notes due in December 2024 in a private offering. The notes were issued with a stated rate of 14% and interest is payable monthly in arrears. The senior secured notes will mature one year from the issuance date at which time the full principal amount will be due, along with any accrued unpaid interest. As of June 30, 2024 and December 31, 2023 unamortized debt issuance cost related to the short term senior secured note was $423 and $879, respectively. Total interest expense related to the senior secured note was $787 and $0 for the three months ended June 30, 2024 and 2023, respectively, and total interest expense related to the senior secured note was $1,563 and $0 for the six months ended June 30, 2024 and 2023, respectively. On December 27, 2023, the Company entered into an additional promissory note with the EGA Sponsor with a principal amount of $3,947. The promissory note bears an annual interest rate of 8% with a maturity date of September 18, 2024. Total accrued interest related to the EGA Sponsor note was $79 and $0 as of June 30, 2024 and December 31, 2023, respectively. Total interest expense related to the EGA sponsor note was $79 and $0 for the three months ended June 30, 2024 and 2023, respectively, and total interest expense related to the EGA sponsor note was $158 and $0 for the six months ended June 30, 2024 and 2023, respectively. The balance of the Short-term notes payable - related party on the consolidated balance sheets was $22,295 and $18,939 as of June 30, 2024 and December 31, 2023, respectively. Issuance of Senior Secured Note On January 26, 2024 (the “Effective Date”), FlyExclusive Jet Share, LLC (the “Borrower”), a wholly-owned subsidiary of LGM, which is the operating company of flyExclusive, Inc. (the “Company,” and together with LGM as guarantors; in such capacity, the “Parent Guarantors”) entered into a Senior Secured Note (the “Note”) with ETG FE LLC (a related party of the Company through its affiliation with the EGA Sponsor), as the initial holder of the Note (the “Noteholder”), Kroll Agency Services, Limited, as administrative agent (the “Administrative Agent”) and Kroll Trustee Services, Limited, (the “Collateral Agent”). The Note covers borrowings of an aggregate principal amount of up to approximately $25,773, up to $25,000 of which is to finance the purchase or refinancing of aircraft relating to the Company’s fractional ownership program (the “Revolving Loan”). The Note matures on January 26, 2026 (the “Maturity Date”), at which time the aggregate outstanding principal amount and all accrued and unpaid interest (including accrued and unpaid fees and expenses) payable under the Note shall be due and payable. The full amount available for borrowings under the Note has been funded by the placement thereof into a cash escrow account, which will be released to the Borrower upon the satisfaction of certain conditions precedent contained in the Note. The Borrower may re-borrow repaid funds up until the Maturity Date unless it chooses to permanently reduce the borrowing availability under the Note and pays a prepayment premium equal to (i) if prior to January 26, 2025, the make-whole fee as detailed in the Note, or (ii) thereafter, the outstanding principal amount being prepaid multiplied by 3.00%. Following the occurrence of any Prepayment Event (as defined in the Note), at the option of the then majority Noteholders, the Borrower shall prepay the outstanding principal amount, all accrued and unpaid interest, and all other amounts in cash necessary to pay the Note in full. A Prepayment Event is the occurrence of any of the following: (i) a Change in Control (as defined in the Note); (ii) the Borrower or any of its subsidiaries incurring debt to refinance the Note; or (iii) the Borrower or any of its subsidiaries incurring debt in violation of the Note. A Change in Control is the occurrence of any of the following: (i) Thomas James Segrave, Jr. (the “Personal Guarantor”) ceasing to directly or indirectly own, free and clear of all liens or other encumbrances, at least 51% of the outstanding voting equity interests of the Company on a fully diluted basis; (ii) the Company ceasing to own, directly or indirectly, less than 100% of the outstanding equity interests of LGM; (iii) LGM ceasing to own, directly or indirectly, less than 100% of the outstanding equity interests of the Borrower; (iv) the occurrence of any “change of control” or similar provision under any agreement governing debt of the Parent Guarantors, the Borrower, or any of their respective subsidiaries; or (v) a sale, lease or other disposition (including by casualty or condemnation) of all, substantially all, or more than 50% of the consolidated assets of the Parent Guarantors, the Borrower, and their respective subsidiaries. The Note carries an interest rate of 3.00% per annum for the outstanding principal amount on deposit in the cash escrow account and 13.00% per annum for the outstanding principal amount that is withdrawn and released to the Borrower. All accrued and unpaid interest is due and payable in arrears on the last day of each calendar month (a “Payment Date”), commencing with the last day of the first calendar month following the first borrowing date and continuing until payment in full. On each Payment Date, the Borrower shall make a payment of the outstanding principal amount equal to 1.00% of each advance amount withdrawn from the cash escrow account and released to the Borrower and that has been outstanding for more than thirty (30) days. The obligations of the Borrower under the Note are secured on a first lien basis by the Collateral (as defined in the Security Agreement (as defined in the Note), and consisting generally of all sale proceeds from the disposition of fractional interests in aircraft or whole aircraft, certain rights in aircraft and all deposit accounts of the Borrower), and on a second lien basis by the pledged membership interests of the Borrower held by LGM. The Note includes customary affirmative and negative covenants, including certain limitations on the incurrence of additional indebtedness and liens, as well as usual and customary events of default for notes of this nature. The obligations of the Borrower under the Note are guaranteed by the Parent Guarantors and by the Personal Guarantor. As of the date that these condensed consolidated financial statements (unaudited) were available to be issued, the Company has drawn $25,643 under the Note. As of June 30, 2024 and December 31, 2023 unamortized debt issuance cost related to the Senior Secured Note was $756 and $0, respectively. Total interest expense related to the Senior Secured Note was $931 and $0 for the three months ended June 30, 2024 and 2023, respectively and total interest expense related to the Senior Secured Note was $1,488 and $0 for the six months ended June 30, 2024 and 2023, respectively. Other Transactions with Related Parties The Company is a guarantor to a term note, dated January 29, 2021, between Sea Jay, LLC and a financial institution where the initial principal balance is in the amount of $11,900. Sea Jay, LLC is wholly owned by LGMV. The Company is a guarantor to two term notes, dated February 25, 2022 and November 17, 2023, between Kinston Jet Center, LLC and a financial institution where the initial principal balances are in the amounts of $5,280 and $1,800, respectively. On September 14, 2023, the Company exercised its repurchase option on a 50% interest of an aircraft co-owned with Peter Hopper, Director, which resulted in the termination of an aircraft lease with DH Aviation, LLC and subsequent purchase of 50% of the underlying aircraft. This purchase option was settled with a cashless transaction, in which the Company received the aircraft interest in exchange for settling $1,650 of trade receivables the seller had with the Company. The nature of this transaction was agreed upon in the early stages of the relationship. On December 15, 2023, the Company distributed 100% of the equity interests in its wholly-owned subsidiary, JS Longitude, LLC ("JS Longitude"), to the Existing Equityholders, and concurrent with this distribution the Existing Equityholders transferred these equity interests to LGMV. The Company will continue to lease the aircraft held by JS Longitude for Segrave's business and personal use at a rate of $200 per month. In conjunction with the transfer, $16,004 in debt related to the purchase of the aircraft held by JS Longitude was transferred to LGMV. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 22. Commitments and Contingencies Legal Proceedings flyExclusive Litigation On June 30, 2023, flyExclusive served Wheels Up Partners, LLC (“WUP”) a Notice of Termination of the parties’ Fleet Guaranteed Revenue Program Agreement, dated November 1, 2021 (the “GRP Agreement”) following material breaches of the GRP Agreement by WUP, including WUP’s failure to pay outstanding amounts owed to flyExclusive under the GRP Agreement. Subsequently, on July 5, 2023, WUP filed a lawsuit against flyExclusive in the United States District Court for the Southern District of New York, alleging that flyExclusive breached the GRP Agreement and the implied duty of good faith and fair dealing therein by wrongfully terminating the GRP Agreement. WUP contends that flyExclusive did not have a right to terminate the GRP Agreement, that the termination was thus ineffective, and instead constituted a material breach of the GRP Agreement. WUP alleges this gave WUP the right to terminate the GRP Agreement, which WUP alleges it has done. The complaint seeks compensatory damages in an unspecified amount and attorney’s fees and costs. flyExclusive plans to defend this unjustified action by WUP vigorously. The Company is in the process of evaluating the impact of this event and an estimate cannot be made at this time. See Note 2, "Summary of Significant Accounting Policies," for additional details of the Guaranteed Revenue Program. Other Litigation The Company is subject to certain claims and contingent liabilities that arise in the normal course of business. While we do not expect that the ultimate resolution of any of these pending actions will have a material effect on our consolidated results of operations, financial position or cash flows, litigation is subject to inherent uncertainties. As such, there can be no assurance that any pending legal action, which we currently believe to be immaterial, does not become material in the future. Repurchase Contingencies The Company has entered into sale and leaseback transactions in the ordinary course of business (see Note 5, "Variable Interest Entities"), and the Company has certain repurchase contingencies at the option of the lessors. These transactions typically require the aircraft lessor to provide the Company with formal notice of the exercise of the put option associated with the lease no later than 60 or 90 days in advance of the end of the lease term, with the aircraft repurchase to occur at the end of the lease term. Each lease with an associated put option has a lease term of typically 5 to 10 years from the date the aircraft is added by the FAA to the Company’s Charter Certificate Operation Specifications, and occasionally has a lease term beginning on the effective date of the lease agreement or the date the aircraft is delivered to the Company. Additionally, the put option purchase price is typically reduced dollar for dollar by the amount of each monthly payment or flight credit over the course of the lease term, but not reduced below a certain threshold. The following is a schedule by years of future repurchase contingencies under the leases as of the year ended December 31, 2023: Fiscal Year Amount 2024 $ 3,735 2025 7,464 2026 29,524 2027 26,145 2028 7,364 $ 74,232 On August 26, 2021, the Company was issued formal notice from a lessor that it had exercised the end of term put option in connection with a leased aircraft. The Company is obligated to repurchase the aircraft in 2026 at the end of the lease term at the price of $3,450 less the dollar-for-dollar amount of each monthly payment made over the course of the lease term, but not reduced below $2,070 by application of such reduction. 23. Commitments and Contingencies Legal Proceedings flyExclusive Litigation On June 30, 2023, flyExclusive served Wheels Up Partners, LLC (“WUP”) a Notice of Termination of the parties’ Fleet Guaranteed Revenue Program Agreement, dated November 1, 2021 (the “GRP Agreement”) following material breaches of the GRP Agreement by WUP, including WUP’s failure to pay outstanding amounts owed to flyExclusive under the GRP Agreement. Subsequently, on July 5, 2023, WUP filed a lawsuit against flyExclusive in the United States District Court for the Southern District of New York, alleging that flyExclusive breached the GRP Agreement and the implied duty of good faith and fair dealing therein by wrongfully terminating the GRP Agreement. WUP contends that flyExclusive did not have a right to terminate the GRP Agreement, that the termination was thus ineffective, and instead constituted a material breach of the GRP Agreement. WUP alleges this gave WUP the right to terminate the GRP Agreement, which WUP alleges it has done. The complaint seeks compensatory damages in an unspecified amount and attorney’s fees and costs. flyExclusive plans to defend this unjustified action by WUP vigorously. The Company is in the process of evaluating the impact of this event and an estimate cannot be made at this time. Other Litigation The Company is subject to certain claims and contingent liabilities that arise in the normal course of business. While we do not expect that the ultimate resolution of any of these pending actions will have a material effect on our consolidated results of operations, financial position or cash flows, litigation is subject to inherent uncertainties. As such, there can be no assurance that any pending legal action, which we currently believe to be immaterial, does not become material in the future. Repurchase Contingencies The Company has entered into sale and leaseback transactions in the ordinary course of business (see Note 6, "Variable Interest Entities"), and the Company has certain repurchase contingencies at the option of the lessors. These transactions typically require the aircraft lessor to provide the Company with formal notice of the exercise of the put option associated with the lease no later than 60 or 90 days in advance of the end of the lease term, with the aircraft repurchase to occur at the end of the lease term. Each lease with an associated put option has a lease term of typically 5 to 10 years from the date the aircraft is added by the FAA to the Company’s Charter Certificate Operation Specifications, and occasionally has a lease term beginning on the effective date of the lease agreement or the date the aircraft is delivered to the Company. Additionally, the put option purchase price is typically reduced dollar for dollar by the amount of each monthly payment or flight credit over the course of the lease term, but not reduced below a certain threshold. The following is a schedule by years of future repurchase contingencies under the leases as of six months ended June 30, 2024: Fiscal Year Amount Remainder of 2024 $ 5,095 2025 8,722 2026 30,799 2027 23,938 2028 5,687 $ 74,241 |
Stockholders' Equity _ Member_2
Stockholders' Equity / Members' Deficit and Noncontrolling Interests | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
Stockholders' Equity / Members' Deficit and Noncontrolling Interests | 23. Stockholders’ Equity / Members' Deficit and Noncontrolling Interests On December 27, 2023, in connection with the closing of the Merger, the Company entered into the Second Amended and Restated Certificate of Incorporation (the "Charter"). The total number of shares of all classes of stock the Company is authorized to issue pursuant to the Charter is 325,000,000 shares, consisting of the following: Preferred Stock The Company is authorized to issue 25,000,000 shares of preferred stock at a par value of $0.0001 per share. As of December 31, 2023 there were no shares of preferred stock issued or outstanding. Class A Common Stock The Company is authorized to issue 200,000,000 shares of Class A Common Stock at a par value of $0.0001 per share. As of December 31, 2023, there were 16,647,529 shares of Class A Common Stock issued and outstanding. Class B Common Stock The Company is authorized to issue 100,000,000 shares of Class B Common Stock at a par value of $0.0001 per share. As of December 31, 2023, there were 59,930,000 shares of Class B Common Stock issued and outstanding. The holders of the Class B Common Stock hold an equal number of LGM Common Units. Beginning on the first anniversary of the Closing Date, the LGM Common Units may be redeemed for either one share of Class A Common Stock or cash, at the election of the Board. For each LGM Common Unit that is redeemed, one Class B Common Stock will be automatically cancelled. Voting Rights The holders of Class A Common Stock and Class B Common Stock will vote together as a single class on all matters submitted to the stockholders for their vote or approval except as required by law or as provided in the Charter. Dividends The holders of Class A Common Stock will be entitled to receive dividends, if declared by the Board, out of the assets of the Company that are available at the time and in the amounts as the Board in its discretion may determine. With respect to stock dividends, holders of Class A Common Stock must receive shares of Class A Common Stock. The holders of Class B Common Stock will not have any right to receive dividends other than stock dividends consisting of shares of Class B Common Stock, in each case paid proportionally with respect to each outstanding share of Class B Common Stock. Liquidation Upon the Company's voluntary or involuntary liquidation or dissolution, the holders of all classes of Common Stock are entitled to their respective par value, and the holders of Class A Common Stock will then be entitled to share ratably in those assets that are legally available for distribution to stockholders after payment of liabilities and subject to the prior rights of any holders of preferred stock then outstanding. Other than their par value, the holders of Class B Common Stock will not have any right to receive a distribution upon a liquidation or dissolution of the Company. Noncontrolling Interest The Company held a controlling interest in several entities that are not wholly-owned as described above (see Note 5 "Variable Interest Entities") and net income or net loss of such entities is allocated on a straight percentage basis based on the given terms of each entity’s operating agreement (see percentage below). Net loss attributable to noncontrolling interests for the years ended December 31, 2023 and 2022 was $8,983 and $10,200, respectively. As of December 31, 2023, the noncontrolling interests in the Company’s consolidated entities are comprised of the following (11 entities): Entities - Major Owner Noncontrolling Interest Company Ownership Total Entities 1-3 99 % 1 % 100 % Entity 4 95 % 5 % 100 % Entity 5 77 % 23 % 100 % Entity 6 75 % 25 % 100 % Entity 7 70 % 30 % 100 % Entity 8 68 % 32 % 100 % Entity 9 67 % 33 % 100 % Entity 10 58 % 42 % 100 % Entity 11 52 % 48 % 100 % On July 1, 2023, the Company entered into an agreement with the noncontrolling interests of certain controlled and consolidated aircraft leasing entities to exchange ownership interests involving sixteen aircraft and their related entities. The purpose of the transactions was to give the Company 100% ownership of certain aircraft. These transfers are accounted for as equity transactions and no gain or loss was recognized during the year ended December 31, 2023. These transfers are included within exchanges of aircraft ownership interests on the consolidated statements of stockholders' equity (deficit) / members' equity (deficit) and temporary equity. The carrying amounts of the assets and liabilities of the consolidated aircraft leasing entities are not changed. The carrying amounts of the noncontrolling interests are adjusted to reflect the change in the ownership interests of each consolidated aircraft leasing entity. As of December 31, 2022, the noncontrolling interests in the Company’s consolidated entities were comprised of the following (22 entities): Entities - Major Owner Noncontrolling Interest LGME’s ownership Total Entities 1-4 99 % 1 % 100 % Entity 5 75 % 25 % 100 % Entity 6 68 % 32 % 100 % Entity 7 67 % 33 % 100 % Entities 8-9 58 % 42 % 100 % Entities 10-22 52 % 48 % 100 % Redeemable Noncontrolling Interest The redeemable noncontrolling interest relates to the 59,930,000 LGM Common Units held by the Existing Equityholders. On the Closing Date, the redeemable noncontrolling interest was established and calculated as the product of its ownership percentage in the Company on the Closing Date, or 78.3%, and the carrying value of the LGM net liabilities immediately prior to the Closing Date. This resulted in a negative initial carrying value $42,431, presented within temporary equity on the consolidated statements of stockholders' equity (deficit) / members' equity (deficit) and temporary equity. The redeemable noncontrolling interest is not redeemable until the one year anniversary date of the Closing Date, or December 27, 2024; however, as of its establishment on the Closing Date it was probable of becoming redeemable as its potential future redemption was only dependent upon the passage of time. Therefore, the subsequent measurement of the redeemable noncontrolling interest at each reporting date is determined as the higher of (1) the initial carrying value, increased or decreased for the redeemable noncontrolling interest's share of net income or loss, or (2) the redemption value. In determining the measurement method of redemption value, the Company elected to accrete changes in the redemption value over the period from the date of issuance (the Closing Date) to the earliest redemption date (December 27, 2024) of the instrument using the interest method. Changes in the redemption value are considered to be changes in accounting estimates. Net income attributable to the redeemable noncontrolling interest for the years ended December 31, 2023 and 2022 was $1,080 and zero, respectively. Changes in the carrying value of the redeemable noncontrolling interest for the period from the Closing Date through December 31, 2023 were as follows: Balance as of December 27, 2023 $ (42,431) Net income attributable to redeemable noncontrolling interest 1,080 Change in redemption value of redeemable noncontrolling interest 5,826 Balance as of December 31, 2023 $ (35,525) 24. Stockholders’ Equity / Members' Deficit and Noncontrolling Interests On December 27, 2023, in connection with the closing of the Merger, the Company entered into the Second Amended and Restated Certificate of Incorporation (the "Charter"). The total number of shares of all classes of stock the Company is authorized to issue pursuant to the Charter is 325,000,000 shares, consisting of the following: Preferred Stock The Company is authorized to issue 25,000,000 shares of preferred stock at a par value of $0.0001 per share. As of June 30, 2024 there were 25,000 shares of preferred stock issued and outstanding. Issuance of Series A Preferred Temporary Equity and Warrants On March 4, 2024, the Company entered into a securities purchase agreement with EnTrust Emerald (Cayman) LP (a related party of the Company through its affiliation with the EGA Sponsor) pursuant to which the Company agreed to issue and sell to EnTrust Emerald (Cayman) LP 25,000 shares of Series A non-convertible redeemable preferred stock ("Series A Preferred Stock"), par value $0.0001 per share, with an initial stated value of $1 (one-thousand dollars) per share. The Series A Preferred Stock does not entitle the holder to vote on any matters submitted to the Company's stockholders for approval except as otherwise required by the General Corporation Law of the State of Delaware (the “DGCL”), other applicable law, the Company’s Certificate of Incorporation, or the Series A Certificate of Designation. In any case in which the holders shall be entitled to vote pursuant to the DGCL, other applicable law, the Company’s Certificate of Incorporation, or the Series A Certificate of Designation, each holder will be entitled to one vote with respect to such matter per share of Series A Preferred Stock. Each share of Series A Preferred Stock shall accrue dividends on a daily basis in arrears beginning on the date of issuance of the Series A Preferred Stock at the applicable dividend rate then in effect (the “Dividend Rate”). From and after the issuance date until the first-year anniversary of the issuance date, the Dividend Rate for the Series A Preferred Stock is 10.00% per annum. From and after the first-year anniversary of the issuance date until the second-year anniversary of the issuance date, the Dividend Rate for the Series A Preferred Stock is 12.00% per annum. From and after the second-year anniversary of the issuance date until the third-year anniversary of the issuance date, the Dividend Rate is 14.00% per annum. From and after the third-year anniversary of the issuance date, the Dividend Rate is 16.00% per annum. Dividends are due and payable annually in arrears on March 4 (the “Dividend Payment Date”) by either (A) cash payment or (B) to the extent not declared and paid in cash on the Dividend Payment Date, automatically compounded; provided that, the Company may not declare and pay in cash any dividends prior to the third Dividend Payment Date. On the third Dividend Payment Date, the Company must declare and pay at least 43% of the dividends in cash, and with respect to each subsequent Dividend Payment Date, the Company must pay 100% of the dividends in cash. We have recorded both an accretion of dividends payable of $819.4 on Series A Preferred Stock, which equates to $32.78 per share, as well as amortization of discount of $341 and $438 for the three and six months ended June 30, 2024 . These amounts are recorded as an accretion to temporary equity and a reduction in the accumulated deficit within the condensed consolidated statements of shareholders' equity (deficit) / members' equity (deficit) and temporary equity (unaudited). With respect to (a) payment of dividends, (b) distribution of assets and (c) all other liquidation, winding up, dissolution, dividend and redemption rights, the Series A Preferred Stock shall rank senior in priority of payment to all Junior Stock (as defined in the Series A Certificate of Designation) in any liquidation, dissolution, winding up or distribution of the Company, and junior to any existing or future secured or unsecured debt and other liabilities (including trade payables) of the Company and any Senior Stock (as defined in the Series A Certificate of Designation). After the first-year anniversary of the issuance of the Series A Preferred Stock, to the extent not prohibited by law, the Company may elect to redeem all outstanding shares of Series A Preferred Stock, or any portion thereof, for cash at a redemption price per share as detailed in the Series A Certificate of Designation. After the fifth-year anniversary of the issuance of the Series A Preferred Stock, each holder of the Series A Preferred Stock may elect to require the Company to redeem all of its outstanding shares of Series A Preferred Stock, or any portion thereof, for cash at a redemption price per share as detailed in the Series A Certificate of Designation. The Series A Certificate of Designation also describes events triggering mandatory redemption of the Series A Preferred Stock, including a Bankruptcy Event or a Change of Control Event, each as defined in the Series A Certificate of Designation. The prior written consent of the holders of a majority of the then outstanding shares of Series A Preferred Stock is required for the Company to effect certain enumerated actions in the Series A Certificate of Designation for so long as any shares of Series A Preferred Stock are outstanding. The Series A Preferred Stock features certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events. Accordingly, 25,000 shares of Series A Preferred Stock subject to possible redemption are presented within temporary equity on the condensed consolidated statements of shareholders' equity (deficit) / members' equity (deficit) and temporary equity (unaudited). In connection with the securities purchase agreement, on March 4, 2024, EnTrust Emerald (Cayman) LP was issued a warrant to purchase shares of the Company's Class A Common Stock, par value $0.0001. The warrant granted the holder the right to purchase shares of Common Stock in an aggregate amount equal to one and one-half (1½) percent of the outstanding Common Stock on a fully diluted basis (the “Share Count Cap”), calculated in accordance with the terms of the warrant agreement, at an exercise price of $0.01 per share. See Note 18 "Warrant Liabilities" for additional information regarding these warrants. Class A Common Stock The Company is authorized to issue 200,000,000 shares of Class A Common Stock at a par value of $0.0001 per share. As of June 30, 2024, there were 17,899,586 shares of Class A Common Stock issued and outstanding. Class B Common Stock The Company is authorized to issue 100,000,000 shares of Class B Common Stock at a par value of $0.0001 per share. As of June 30, 2024, there were 59,930,000 shares of Class B Common Stock issued and outstanding. The holders of the Class B Common Stock hold an equal number of LGM Common Units. Beginning on the first anniversary of the Closing Date, the LGM Common Units may be redeemed for either one share of Class A Common Stock or cash, at the election of the Board. For each LGM Common Unit that is redeemed, one Class B Common Stock will be automatically cancelled. Common Stock Voting Rights The holders of Class A Common Stock and Class B Common Stock will vote together as a single class on all matters submitted to the stockholders for their vote or approval except as required by law or as provided in the Charter. Common Stock Dividends The holders of Class A Common Stock will be entitled to receive dividends, if declared by the Board, out of the assets of the Company that are available at the time and in the amounts as the Board in its discretion may determine. With respect to stock dividends, holders of Class A Common Stock must receive shares of Class A Common Stock. The holders of Class B Common Stock will not have any right to receive dividends other than stock dividends consisting of shares of Class B Common Stock, in each case paid proportionally with respect to each outstanding share of Class B Common Stock. Common Stock Liquidation Upon the Company's voluntary or involuntary liquidation or dissolution, the holders of all classes of Common Stock are entitled to their respective par value, and the holders of Class A Common Stock will then be entitled to share ratably in those assets that are legally available for distribution to stockholders after payment of liabilities and subject to the prior rights of any holders of preferred stock then outstanding. Other than their par value, the holders of Class B Common Stock will not have any right to receive a distribution upon a liquidation or dissolution of the Company. Treasury Stock On December 26, 2023, the underwriter purchased 75,000 shares of EGA Class A common stock on behalf of the Company. The shares were purchased by the underwriter from a public stockholder that elected to reverse its redemption of 75,000 shares of EGA Class A common stock. The shares were purchased for a total purchase price of $818 ($10.90 per share) and the underwriter received reimbursement of $800 from EGA’s Trust Account on December 27, 2023, as well as reimbursement for the remaining $18 from the Company on January 2, 2024. Simultaneously with the closing of the Merger, the 75,000 shares of EGA Class A common stock were automatically exchanged for shares of non-redeemable flyExclusive, Inc. Class A Common Stock and 73,600 shares (out of the above-mentioned 75,000 shares) were granted to employees of the Company as compensation for services provided (the grant date for the 73,600 shares was determined to be December 27, 2023). The shares of flyExclusive Class A Common Stock were fully vested upon grant. As of December 31, 2023, all 75,000 shares were still legally considered to be owned by the underwriter. On January 2, 2024, the 75,000 shares were transferred from the underwriter to the Company, at which time the Company became the owner of record. On January 9, 2024, 73,600 shares were transferred from flyExclusive, Inc.’s ownership to the employee grantees and these 73,600 shares all had flyExclusive employees listed as the owners of record. The 1,400 shares of Class A Common Stock not issued to employees were still held by the Company and classified as treasury stock as of June 30, 2024. Events Related to the Amended Underwriting Agreement On May 10, 2024, the Company filed an amended Form S-1 for (a) the issuance of up to an aggregate of 2,521,569 shares of Class A Common Stock issuable upon the exercise of our Public Warrants and b) resale from time to time of (i) up to an aggregate of 15,545,274 outstanding shares of Class A Common Stock, (ii) 4,333,333 Private Placement Warrants, (iii) up to an aggregate of 4,333,333 shares of Class A Common Stock issuable upon the exercise of the Private Placement Warrants, and (iv) up to an aggregate of 59,930,000 shares of Class A Common Stock issuable upon the redemption of LGM Common Units. Noncontrolling Interest The Company held a controlling interest in several entities that are not wholly-owned as described above (see Note 6, "Variable Interest Entities") and net income or net loss of such entities is allocated on a straight percentage basis based on the given terms of each entity’s operating agreement (see percentage below). Net loss attributable to noncontrolling interests for the three and six months ended June 30, 2024 and 2023 was $2,200 and $7,650, and $1,722 and $4,259, respectively. As of June 30, 2024, the noncontrolling interests in the Company’s consolidated entities are comprised of the following (12 entities): Entities - Major Owner Noncontrolling Interest Company Ownership Total Entities 1-3 99 % 1 % 100 % Entity 4 95 % 5 % 100 % Entity 5 92 % 8 % 100 % Entity 6 77 % 23 % 100 % Entity 7 75 % 25 % 100 % Entity 8 70 % 30 % 100 % Entity 9 68 % 32 % 100 % Entity 10 67 % 33 % 100 % Entity 11 57 % 43 % 100 % Entity 12 52 % 48 % 100 % On March 26, 2024, the Company entered into an agreement with the noncontrolling interests of certain controlled and consolidated aircraft leasing entities to exchange ownership interests involving seven aircraft and their related entities. The purpose of the transactions was to give the Company 100% ownership of certain aircraft. These transfers are accounted for as equity transactions and no gain or loss was recognized during the three and six months ended June 30, 2024. These transfers are included within Acquisitions of non controlling interests on the condensed consolidated statements of shareholders' equity (deficit) / members' equity (deficit) and temporary equity (unaudited). The carrying amounts of the assets and liabilities of the consolidated aircraft leasing entities are not changed. The carrying amounts of the noncontrolling interests are adjusted to reflect the change in the ownership interests of each consolidated aircraft leasing entity. As of December 31, 2023, the noncontrolling interests in the Company’s consolidated entities were comprised of the following (11 entities): Entities - Major Owner Noncontrolling Interest Company Ownership Total Entities 1-3 99 % 1 % 100 % Entity 4 95 % 5 % 100 % Entity 5 77 % 23 % 100 % Entity 6 75 % 25 % 100 % Entity 7 70 % 30 % 100 % Entity 8 68 % 32 % 100 % Entity 9 67 % 33 % 100 % Entity 10 58 % 42 % 100 % Entity 11 52 % 48 % 100 % Redeemable Noncontrolling Interest The redeemable noncontrolling interest relates to the 59,930,000 LGM Common Units held by the Class B Common Stockholders. On the Closing Date of the merger (Refer to Note 4 "Merger"), the redeemable noncontrolling interest was established and calculated as the product of its ownership percentage in the Company on the Closing Date, and the carrying value of the LGM net liabilities immediately prior to the Closing Date. This resulted in a negative initial carrying value of $35,525 at December 31, 2023, presented within temporary equity on the condensed consolidated statements of shareholders' equity (deficit) / members' equity (deficit) and temporary equity (unaudited). The redeemable noncontrolling interest is not redeemable until the one year anniversary date of the Closing Date, or December 27, 2024; however, as of its establishment on the Closing Date it was probable of becoming redeemable as its potential future redemption was only dependent upon the passage of time. Therefore, the subsequent measurement of the redeemable noncontrolling interest at each reporting date is determined as the higher of (1) the initial carrying value, increased or decreased for the redeemable noncontrolling interest's share of net income or loss, or (2) the redemption value. In determining the measurement method of redemption value, the Company elected to accrete changes in the redemption value over the period from the date of issuance (the Closing Date) to the earliest redemption date (December 27, 2024) of the instrument using the interest method. Changes in the redemption value are considered to be changes in accounting estimates As of June 30, 2024 and December 31, 2023, the Company held a 23.0% and 22.0% common interest in LGM Units, respectively. The company is considered the primary beneficiary of the Operating Partnership as it has the power to direct the activities of the Operating Partnership and the rights to absorb 23.0% of the net income of the Operating Partnership. As the primary beneficiary, the Company consolidates the financial position and results of operations of the Operating Partnership. The net loss attributable to the redeemable noncontrolling interest for the three and six months ended June 30, 2024 was $20,501 and $42,200, respectively. Changes in the carrying value of the redeemable noncontrolling interest for the period from the six months through June 30, 2024 were as follows: Balance as of December 31, 2023 $ (35,525) Net loss attributable to redeemable noncontrolling interest (42,200) Change in redemption value of redeemable noncontrolling interest 186,707 Balance as of June 30, 2024 $ 108,982 |
Subsequent Events_2
Subsequent Events | 6 Months Ended |
Jun. 30, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | 24. Subsequent Events Events Related to the Amended Underwriting Agreement On January 19, 2024, the Company filed a Form S-1 for the issuance of a) up to an aggregate of 5,805,544 shares of Class A Common Stock issuable upon the exercise of our publicly traded warrants with an exercise price of $11.50 per share and the b) resale from time to time of i) up to an aggregate of 15,545,274 outstanding shares of Class A Common Stock, ii) 4,333,333 private placement warrants with an exercise price of $11.50 per share, iii) up to an aggregate of 4,333,333 Class A Common Stock issuable upon the exercise of the private placement warrants, and iv) up to an aggregate of 59,930,000 shares of Class A Common Stock issuable upon the redemption of LGM Common Units. Subsequent to the initial filing of the Form S-1, the underwriter was issued 300,000 shares of Class A Common Stock in accordance with the Amended Underwriting Agreement. Additionally, subsequent to December 31, 2023, the Company entered into a waiver agreement with the underwriter to waive the Additional Stock penalty if the Form S-1 is not declared effective within sixty (60) business days after the consummation of the Merger. Activity Related to Reversal of Redemption of 75,000 Shares of EGA Class A Common Stock On December 26, 2023, the underwriter purchased 75,000 shares of EGA Class A common stock on behalf of the Company. The shares were purchased by the underwriter from a public stockholder that elected to reverse its redemption of 75,000 shares of EGA Class A common stock. The shares were purchased for a total purchase price of $818 ($10.90 per share) and the underwriter received reimbursement of $800 from EGA’s Trust Account on December 27, 2023, as well as reimbursement for the remaining $18 from the Company on January 2, 2024. Simultaneously with the closing of the Merger, the 75,000 shares of EGA Class A common stock were automatically exchanged for shares of non-redeemable flyExclusive, Inc. Class A Common Stock and 73,600 shares (out of the above-mentioned 75,000 shares) were granted to employees of the Company as compensation for services provided (the grant date for the 73,600 shares was determined to be December 27, 2023). The shares of flyExclusive Class A Common Stock were fully vested upon grant. As of December 31, 2023, all 75,000 shares were still legally considered to be owned by the underwriter. On January 2, 2024, the 75,000 shares were transferred from the underwriter to the Company, at which time the Company became the owner of record. On January 9, 2024, 73,600 shares were transferred from flyExclusive, Inc.’s ownership to the employee grantees and these 73,600 shares all had flyExclusive employees listed as the owners of record. The 1,400 shares of Class A Common Stock not issued to employees were still held by the Company and classified as treasury stock as of April 30, 2024. Activity Related to Warrant Exchange Agreements On January 3, 2024, 925,000 Public Warrants were exchanged, pursuant to the Warrant Exchange Agreements, for 203,500 shares of flyExclusive Class A Common Stock. On February 27, 2024, the remaining 336,124 Public Warrants subject to the Warrant Exchange Agreements were exchanged for 73,947 shares of flyExclusive Class A Common Stock. Issuance of Preferred Stock and Warrants On March 4, 2024, the Company entered into a securities purchase agreement with Entrust Emerald (Cayman) LP (a related party of the Company through its affiliation with the EGA Sponsor) pursuant to which the Company agreed to issue and sell to Entrust Emerald (Cayman) LP 25,000 shares of Series A non-convertible redeemable preferred stock ("Series A Preferred Stock"), par value $0.0001 per share, with an initial stated value of $1 (one-thousand dollars) per share. The Series A Preferred Stock does not entitle the holder to vote on any matters submitted to the Company's stockholders for approval except as otherwise required by the General Corporation Law of the State of Delaware (the “DGCL”), other applicable law, the Company’s Certificate of Incorporation, or the Series A Certificate of Designation. In any case in which the holders shall be entitled to vote pursuant to the DGCL, other applicable law, the Company’s Certificate of Incorporation, or the Series A Certificate of Designation, each holder will be entitled to one vote with respect to such matter per share of Series A Preferred Stock. Each share of Series A Preferred Stock shall accrue dividends on a daily basis in arrears beginning on the date of issuance of the Series A Preferred Stock at the applicable dividend rate then in effect (the “Dividend Rate”). From and after the issuance date until the first-year anniversary of the issuance date, the Dividend Rate for the Series A Preferred Stock is 10.00% per annum. From and after the first-year anniversary of the issuance date until the second-year anniversary of the issuance date, the Dividend Rate for the Series A Preferred Stock is 12.00% per annum. From and after the second-year anniversary of the issuance date until the third-year anniversary of the issuance date, the Dividend Rate is 14.00% per annum. From and after the third-year anniversary of the issuance date, the Dividend Rate is 16.00% per annum. Dividends are due and payable annually in arrears on March 4 (the “Dividend Payment Date”) by either (A) cash payment or (B) to the extent not declared and paid in cash on the Dividend Payment Date, automatically compounded; provided that, the Company may not declare and pay in cash any dividends prior to the third Dividend Payment Date. On the third Dividend Payment Date, the Company must declare and pay at least 43% of the dividends in cash, and with respect to each subsequent Dividend Payment Date, the Company must pay 100% of the dividends in cash. With respect to (a) payment of dividends, (b) distribution of assets and (c) all other liquidation, winding up, dissolution, dividend and redemption rights, the Series A Preferred Stock shall rank senior in priority of payment to all Junior Stock (as defined in the Series A Certificate of Designation) in any liquidation, dissolution, winding up or distribution of the Company, and junior to any existing or future secured or unsecured debt and other liabilities (including trade payables) of the Company and any Senior Stock (as defined in the Series A Certificate of Designation). After the first-year anniversary of the issuance of the Series A Preferred Stock, to the extent not prohibited by law, the Company may elect to redeem all outstanding shares of Series A Preferred Stock, or any portion thereof, for cash at a redemption price per share as detailed in the Series A Certificate of Designation. After the fifth-year anniversary of the issuance of the Series A Preferred Stock, each holder of the Series A Preferred Stock may elect to require the Company to redeem all of its outstanding shares of Series A Preferred Stock, or any portion thereof, for cash at a redemption price per share as detailed in the Series A Certificate of Designation. The Series A Certificate of Designation also describes events triggering mandatory redemption of the Series A Preferred Stock, including a Bankruptcy Event or a Change of Control Event, each as defined in the Series A Certificate of Designation. The prior written consent of the holders of a majority of the then outstanding shares of Series A Preferred Stock is required for the Company to effect certain enumerated actions in the Series A Certificate of Designation for so long as any shares of Series A Preferred Stock are outstanding. In connection with the securities purchase agreement, on March 4, 2024, Entrust Emerald (Cayman) LP was issued a warrant to purchase shares of the Company's Class A common stock, par value $0.0001. The warrant granted the holder the right to purchase shares of Common Stock in an aggregate amount equal to one and one-half (1½) percent of the outstanding Common Stock on a fully diluted basis (the “Share Count Cap”), calculated in accordance with the terms of the warrant agreement, at an exercise price of $0.01 per share. The Warrant is exercisable beginning on the second anniversary of the Effective Date (as defined in the warrant agreement) as to 50% of the Share Count Cap and, beginning on the third anniversary, as to 100% of the Share Count Cap, in each case, in accordance with the terms of the warrant agreement. The warrant agreement expires on the fifth anniversary of the Effective Date and may not be exercised for a number of shares of Common Stock having an aggregate value in excess of $11,250, calculated in accordance with the terms of the warrant agreement. Issuance of Senior Secured Note On January 26, 2024 (the “Effective Date”), FlyExclusive Jet Share, LLC (the “Borrower”), a wholly-owned subsidiary of LGM, which is the operating company of flyExclusive, Inc. (the “Company,” and together with LGM as guarantors; in such capacity, the “Parent Guarantors”) entered into a Senior Secured Note (the “Note”) with ETG FE LLC (a related party of the Company through its affiliation with the EGA Sponsor), as the initial holder of the Note (the “Noteholder”), Kroll Agency Services, Limited, as administrative agent (the “Administrative Agent”) and Kroll Trustee Services, Limited, (the “Collateral Agent”). The Note covers borrowings of an aggregate principal amount of up to approximately $25,773, up to $25,000 of which is to finance the purchase or refinancing of aircraft relating to the Company’s fractional ownership program (the “Revolving Loan”). The Note matures on January 26, 2026 (the “Maturity Date”), at which time the aggregate outstanding principal amount and all accrued and unpaid interest (including accrued and unpaid fees and expenses) payable under the Note shall be due and payable. The full amount available for borrowings under the Note has been funded by the placement thereof into a cash escrow account, which will be released to the Borrower upon the satisfaction of certain conditions precedent contained in the Note. The Borrower may re-borrow repaid funds up until the Maturity Date unless it chooses to permanently reduce the borrowing availability under the Note and pays a prepayment premium equal to (i) if prior to January 26, 2025, the make-whole fee as detailed in the Note, or (ii) thereafter, the outstanding principal amount being prepaid multiplied by 3.00%. Following the occurrence of any Prepayment Event (as defined in the Note), at the option of the then majority Noteholders, the Borrower shall prepay the outstanding principal amount, all accrued and unpaid interest, and all other amounts in cash necessary to pay the Note in full. A Prepayment Event is the occurrence of any of the following: (i) a Change in Control (as defined in the Note); (ii) the Borrower or any of its subsidiaries incurring debt to refinance the Note; or (iii) the Borrower or any of its subsidiaries incurring debt in violation of the Note. A Change in Control is the occurrence of any of the following: (i) Thomas James Segrave, Jr. (the “Personal Guarantor”) ceasing to directly or indirectly own, free and clear of all liens or other encumbrances, at least 51% of the outstanding voting equity interests of the Company on a fully diluted basis; (ii) the Company ceasing to own, directly or indirectly, less than 100% of the outstanding equity interests of LGM; (iii) LGM ceasing to own, directly or indirectly, less than 100% of the outstanding equity interests of the Borrower; (iv) the occurrence of any “change of control” or similar provision under any agreement governing debt of the Parent Guarantors, the Borrower, or any of their respective subsidiaries; or (v) a sale, lease or other disposition (including by casualty or condemnation) of all, substantially all, or more than 50% of the consolidated assets of the Parent Guarantors, the Borrower, and their respective subsidiaries. The Note carries an interest rate of 3.00% per annum for the outstanding principal amount on deposit in the cash escrow account and 13.00% per annum for the outstanding principal amount that is withdrawn and released to the Borrower. All accrued and unpaid interest is due and payable in arrears on the last day of each calendar month (a “Payment Date”), commencing with the last day of the first calendar month following the first borrowing date and continuing until payment in full. On each Payment Date, the Borrower shall make a payment of the outstanding principal amount equal to 1.00% of each advance amount withdrawn from the cash escrow account and released to the Borrower and that has been outstanding for more than thirty (30) days. The obligations of the Borrower under the Note are secured on a first lien basis by the Collateral (as defined in the Security Agreement (as defined in the Note), and consisting generally of all sale proceeds from the disposition of fractional interests in aircraft or whole aircraft, certain rights in aircraft and all deposit accounts of the Borrower), and on a second lien basis by the pledged membership interests of the Borrower held by LGM. The Note includes customary affirmative and negative covenants, including certain limitations on the incurrence of additional indebtedness and liens, as well as usual and customary events of default for notes of this nature. The obligations of the Borrower under the Note are guaranteed by the Parent Guarantors and by the Personal Guarantor. As of April 30, 2024, the Company has drawn $25,000 under the Note. Issuance of Promissory Notes In February 2024, the Company entered into a long-term promissory note in the amount of $4,200. The note bears a fixed interest rate of 7.25%, with a maturity date of five years from the note date. In March 2024, the Company entered into two additional long-term promissory notes in the principal amount of $6,964 each. The notes each bear a fixed interest rate of 9.45%, with a maturity date of ten years from the note date. LOC Master Note Amendment On March 9, 2024, the Company entered into an amendment to the LOC Master Note to extend the maturity date to September 9, 2025. The Master Note continues to provide a line of credit up to $60,000. Pursuant to the amendment, the Company elected the updated interest rate option of SOFR plus 1.50%. As of April 30, 2024, the Company has an outstanding balance of $59,540. Refinancing of Long-Term Debt In January 2024, the Company entered into an amendment of a long-term promissory note, which as of December 31, 2023 had a maturity date of January 2024, to extend the maturity date to January 2030. The note bears a principal amount of $1,843 and a fixed interest rate of 7.65%. In January 2024, the Company entered into an amendment of a long-term promissory note, which as of December 31, 2023 had a maturity date of January 2024, to extend the maturity date to February 2027. The note bears a principal amount of $1,153 and a fixed interest rate of 7.25%. 25. Subsequent Events Issuance of Preferred Stock and Warrants On August 8, 2024 the Company entered into a Securities Purchase Agreement (the “Agreement”) with EnTrust Emerald (Cayman) LP, a Cayman Islands limited partnership (“EnTrust”), and the EGA Sponsor (collectively with EnTrust, the “Purchasers”) (related parties of the Company through its affiliation with the EGA Sponsor), pursuant to which the Company agreed to issue and sell to the Purchasers an aggregate of 25,510 shares of Series B Convertible Preferred Stock, par value $0.0001 per share (the “Series B Preferred Stock”), and warrants (each, a “Warrant” and collectively, the “Warrants”) to purchase, in the aggregate, up to 5,000,000 shares of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”). The Company issued 20,408 shares of Series B Preferred Stock and a Warrant to purchase up to 4,000,000 shares of Common Stock to EnTrust on the Initial Closing Date and received gross proceeds of approximately $20.4 million. Pursuant to and subject to the terms and conditions of the Agreement, the Company expects to (i) issue the remaining 5,102 shares of Series B Preferred Stock and a Warrant to purchase up to 1,000,000 shares of Common Stock to EG Sponsor on a subsequent closing date, which shall be no later than August 15, 2024 (the “Subsequent Closing Date”) and (ii) receive additional gross proceeds of approximately $5.1 million on the Subsequent Closing Date. Except as otherwise required by the General Corporation Law of the State of Delaware (the “DGCL”), other applicable law, the Company’s Certificate of Incorporation, or the Series B Certificate of Designation, holders of Series B Preferred Stock are not entitled to any vote on matters submitted to the Company’s stockholders for approval. In any case in which the holders of Series B Preferred Stock shall be entitled to vote pursuant to the DGCL, other applicable law, the Company’s Certificate of Incorporation, or the Series B Certificate of Designation, each holder will be entitled to one vote with respect to such matter per share of Series B Preferred Stock. Each share of Series B Preferred Stock shall accrue dividends on a daily basis in arrears beginning on the Initial Issue Date at the applicable dividend rate then in effect (the “Dividend Rate”). From and after the Initial Issue Date, the Dividend Rate for Series B Preferred Stock shall be 12.00% per annum. From and after February 1, 2025 until July 31, 2025, the Dividend Rate for Series B Preferred Stock shall be 16.00% per annum. From and after August 1, 2025, the Dividend Rate for Series B Preferred Stock shall be 20.00% per annum. Dividends will be due and payable quarterly in arrears on the first Trading Day of each fiscal quarter of the Issuer (the “Dividend Payment Date”) by either (A) cash payment or (B) to the extent not declared and paid in cash on the Dividend Payment Date, automatically compounded; provided that, the Company may not declare and pay in cash any dividends prior to the first quarter of the Fiscal Year 2025 Dividend Payment Date. On the Dividend Payment Date with respect to the first fiscal quarter of the Fiscal Year 2025, the Company must declare and pay 50% of the dividends with respect to the period commencing February 1, 2025 and ending March 31, 2025 in cash. On the Dividend Payment Date with respect to the second fiscal quarter of the Fiscal Year 2025, the Company must declare and pay 50% of the dividends with respect to the full Dividend Period (as defined in the Series B Certificate of Designation) with respect to such quarter in cash. On the Dividend Payment Date with respect to the third fiscal quarter of the Fiscal Year 2025, the Company must declare and pay 50% of the dividends with respect to the period commencing July 1, 2025 and ending July 31, 2025 in cash, and the Company must declare and pay 100% of the dividends with respect to the period commencing August 1, 2025 and ending September 30, 2025 in cash. Thereafter, on each subsequent Dividend Payment Date, the Company must declare and pay 100% of the dividends in cash. With respect to (a) payment of dividends, (b) distribution of assets and (c) all other liquidation, winding up, dissolution, dividend and redemption rights, Series B Preferred Stock shall rank senior in priority of payment to all Junior Stock (as defined in the Series B Certificate of Designation) in any liquidation, dissolution, winding up or distribution of the Company, on a parity with the Parity Stock (as defined in the Series B Certificate of Designation), and junior to any existing or future secured or unsecured debt and other liabilities (including trade payables) of the Company and any Senior Stock (as defined in the Series B Certificate of Designation). From and after August 8, 2025 until the Automatic Conversion Date, each holder of Series B Preferred Stock may elect to require the Company to redeem all of its outstanding shares of Series B Preferred Stock, or any portion thereof, for cash at a redemption price per share as detailed in the Series B Certificate of Designation. The Series B Certificate of Designation also describes events triggering mandatory redemption of Series B Preferred Stock, including a Bankruptcy Event or a Change of Control Event, each as defined in the Series B Certificate of Designation. Each share of Series B Preferred Stock will automatically convert into a number of shares of the Company’s Common Stock on the earlier of December 31, 2025 and the closing of the Subsequent Capital Raise (as defined in the Series B Certificate of Designation) (the “Automatic Conversion Date”) at an initial conversion price of $5.00 (“Conversion Price”), subject to adjustment as provided in the Series B Certificate of Designation (including adjustments due to anti-dilution provisions). In the event that the VWAP on the Trading Day (each as defined in the Series B Certificate of Designation) immediately preceding the Automatic Conversion Date is less than the Conversion Price, the Conversion Rate (as defined in the Series B Certificate of Designation) with respect to each share of Series B Preferred Stock will be increased by the requisite number of shares of Common Stock such that the value of the shares of Common Stock issuable in respect of the initial stated value of each share of Series B Preferred Stock equals $1,000.00 (subject to adjustment). No fractional shares will be issued upon conversion; rather any fractional share will be rounded down to the nearest whole share. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation 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 with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). In the opinion of management, the condensed consolidated financial statements reflect all adjustments, consisting of normal recurring accruals, which are necessary for the fair presentation of the financial condition, and results of operations for the interim periods presented. The accompanying condensed consolidated financial statements were prepared in accordance with the requirements for interim financial information. Accordingly, these interim financial statements have not been audited and exclude certain disclosures required for annual financial statements. Also, the operating results presented for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for the entire year. These interim financial statements should be read in conjunction with the audited consolidated financial statements of the Company included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of flyExclusive, its wholly-owned subsidiaries, all majority owned subsidiaries where the ownership is more than 50% and the accounts of variable interest entities (“VIE”) for which flyExclusive or one of its subsidiaries is the primary beneficiary, regardless of the ownership percentage. All significant intercompany transactions and balances have been eliminated in consolidation. Where the Company’s ownership interest is less than 100%, the non-redeemable noncontrolling ownership interests held by third parties in the financial position and operating results of the Company’s subsidiaries and/or consolidated VIEs are reported as noncontrolling interest in the consolidated balance sheets within stockholders' / members' equity. Noncontrolling ownership interests that can be redeemed for cash whereby redemption is not within the sole control of the Company are classified as temporary equity in the consolidated balance sheets in accordance with Accounting Standards Codification ("ASC") 480-10-S99-3(A)(2). Principles of Consolidation The condensed consolidated financial statements include the accounts of flyExclusive, its wholly-owned subsidiaries, all majority owned subsidiaries where the ownership is more than 50% and the accounts of variable interest entities (“VIE”) for which flyExclusive or one of its subsidiaries is the primary beneficiary, regardless of the ownership percentage. All significant intercompany transactions and balances have been eliminated in consolidation. Where the Company’s ownership interest is less than 100%, the non-redeemable noncontrolling ownership interests held by third parties in the financial position and operating results of the Company’s subsidiaries and/or consolidated VIEs are reported as noncontrolling interest in the condensed consolidated balance sheets (unaudited) within stockholders' / members' equity. Noncontrolling ownership interests that can be redeemed for cash whereby redemption is not within the sole control of the Company are classified as temporary equity in the condensed consolidated balance sheets (unaudited) in accordance with Accounting Standards Codification ("ASC") 480-10-S99-3(A)(2). |
Reclassification | Reclassification Certain amounts presented in the Company’s previously issued financial statements have been reclassified to conform to the current period presentation. In the consolidated balance sheets, the Company has made a reclassification within the current assets and the operating assets remain unchanged from the previously issued balance sheet as of December 31, 2022. Reclassification Certain amounts presented in the Company’s previously issued financial statements have been reclassified to conform to the current period presentation. In the condensed consolidated financial statements (unaudited) , the Company has made a reclassification of "Gain on sale of property and equipment" to a component of "Loss from operations," which was previously categorized within "Other income (Expenses)." This reclassification was made to better align with the current period’s financial statement presentation. The net loss for the three months ended June 30, 2023 and six months ended June 30, 2023, remains unchanged from the previously issued financial statements. This reclassification had no impact on the Company's financial position, net loss, or cash flows for any period presented. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and related disclosures of contingent assets and liabilities as of the date of the consolidated financial statements as well as the reported amounts of revenues and expenses during the reporting period. Estimates are based on several factors including the facts and circumstances available at the time the estimates are made, historical experience, risk of loss, general economic conditions and trends and the assessment of the probable future outcome. Subjective and significant estimates include, but are not limited to, determinations of the useful lives and expected future cash flows of long-lived assets, including intangibles, estimates of allowances for uncollectible accounts, determination of impairment and fair value estimates associated with asset acquisitions. Actual results could differ from those estimates. Estimates and assumptions are reviewed periodically and the effects of changes, if any, are reflected in the consolidated statements of operations and comprehensive income (loss) in the period that they are determined. Use of Estimates The preparation of condensed consolidated financial statements (unaudited) in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and related disclosures of contingent assets and liabilities as of the date of the condensed consolidated financial statements (unaudited) as well as the reported amounts of revenues and expenses during the reporting period. Estimates are based on several factors including the facts and circumstances available at the time the estimates are made, historical experience, risk of loss, general economic conditions and trends and the assessment of the probable future outcome. Subjective and significant estimates include, but are not limited to, determinations of the useful lives and expected future cash flows of long-lived assets, including intangibles, estimates of allowances for uncollectible accounts, inventory reserves, determination of impairment and fair value estimates associated with asset acquisitions and aircraft held for sale. Actual results could differ from those estimates. Estimates and assumptions are reviewed periodically and the effects of changes, if any, are reflected in the condensed consolidated statements of operations and comprehensive income (loss) (unaudited) in the period that they are determined. |
Segment Information | Segment Information The Company determined its operating segment after considering the Company’s organizational structure and the information regularly reviewed and evaluated by the Company’s chief operating decision maker (“CODM”) in deciding how to allocate resources and assess performance. The Company has determined that its CODM is its Chief Executive Officer. The CODM reviews the financial information on a consolidated basis for purposes of evaluating financial performance and allocating resources. On the basis of these factors, the Company determined that it operates and manages its business as one operating segment, charter aviation services. All ancillary and other revenue sources such as fractional ownership and MRO services are primarily to support the provision of the Company’s charter services to customers. Substantially all the Company’s long-lived assets are held in the United States, and revenue from charter aviation charter services is substantially earned from flights throughout the United States. |
Public Warrants and Private Warrants | Public Warrants and Private Warrants Upon the closing of the Merger, the Company assumed (i) the Public Warrants initially included in the EGA units issued in EGA's initial public offering, and (ii) the warrants of EGA held by EG Sponsor LLC (the “EGA Sponsor”) that were issued to the EGA Sponsor at the closing of EGA's initial public offering (the "Private Placement Warrants," and together with the Public Warrants, the "Warrants"). The Company determines the accounting classification of Warrants as either liability or equity by first assessing whether the Warrants meet liability classification in accordance with ASC 480, Distinguishing Liabilities from Equity (“ASC 480”). Under ASC 480, a financial instrument that embodies an unconditional obligation, or a financial instrument other than an outstanding share that embodies a conditional obligation, that the issuer must or may settle by issuing a variable number of its equity shares must be classified as a liability (or an asset in some circumstances) if, at inception, the monetary value of the obligation is based solely or predominantly on any one of the following: (a) a fixed monetary amount known at inception; (b) variations in something other than the fair value of the issuer’s equity shares; or (c) variations inversely related to changes in the fair value of the issuer’s equity shares. The Company determined that the Warrants should not be classified as liabilities under ASC 480. If financial instruments, such as the Warrants, are not required to be classified as liabilities under ASC 480, the Company assesses whether such instruments are indexed to the Company's own stock under ASC 815-40. In order for an instrument to be considered indexed to an entity's own stock, its settlement amount must always equal the difference between the following: (a) the fair value of a fixed number of the Company's equity shares, and (b) a fixed monetary amount or a fixed amount of a debt instrument issued by the Company. As there are scenarios where the settlement amount would not equal the difference between the fair value of a fixed number of shares and a fixed monetary amount (or a fixed amount of a debt instrument), the Company determined that the Warrants were not indexed to the Company's own stock and therefore that they must be classified as liabilities. The Company also determined that the Warrants met all criteria to meet the definition of a derivative under ASC 815- 10-15-83. The Company recorded the Warrants as liabilities on the consolidated balance sheets at fair value, with subsequent changes in the fair value recognized in the consolidated statements of operations and comprehensive income (loss) at each reporting date. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815, Derivatives and Hedging. Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations and comprehensive income (loss). The Company’s Bridge Notes (as defined in Note 15, "Debt") contained a conversion feature which met the definition of a derivative instrument. The Company classified the instrument as a liability on its consolidated balance sheets. The derivative liability was initially recorded at fair value upon issuance of the Bridge Notes and was subsequently remeasured to fair value at each reporting date. Changes in the fair value of the derivative liability were recognized as a component of other income (expense), net Public Warrants, Private Warrants and Penny Warrants As of June 30, 2024 the Company has the following warrants issued, (i) the Public Warrants initially included in the EGA units issued in EGA's initial public offering, (ii) the warrants of EGA held by EG Sponsor LLC (the “EGA Sponsor”) that were issued to the EGA Sponsor at the closing of EGA's initial public offering (the "Private Placement Warrants,"), and (iii) warrants issued on March 4, 2024 in connection with the Series A Preferred Stock offering as described within Note 24 "Stockholders’ Equity / Members' Deficit and Noncontrolling Interests" (the "Penny Warrants" and together with the Public Warrants and Private Placement Warrants, the "Warrants"). The Company determines the accounting classification of the Warrants as either liability or equity by first assessing whether the Warrants meet liability classification in accordance with ASC 480, Distinguishing Liabilities from Equity (“ASC 480”). Under ASC 480, a financial instrument that embodies an unconditional obligation, or a financial instrument other than an outstanding share that embodies a conditional obligation, that the issuer must or may settle by issuing a variable number of its equity shares must be classified as a liability (or an asset in some circumstances) if, at inception, the monetary value of the obligation is based solely or predominantly on any one of the following: (a) a fixed monetary amount known at inception; (b) variations in something other than the fair value of the issuer’s equity shares; or (c) variations inversely related to changes in the fair value of the issuer’s equity shares. The Company determined that the Warrants should not be classified as liabilities under ASC 480. If financial instruments, such as the Warrants, are not required to be classified as liabilities under ASC 480, the Company assesses whether such instruments are indexed to the Company's own stock under ASC 815-40. In order for an instrument to be considered indexed to an entity's own stock, its settlement amount must always equal the difference between the following: (a) the fair value of a fixed number of the Company's equity shares, and (b) a fixed monetary amount or a fixed amount of a debt instrument issued by the Company. As there are scenarios where the settlement amount would not equal the difference between the fair value of a fixed number of shares and a fixed monetary amount (or a fixed amount of a debt instrument), the Company determined that the Warrants were not indexed to the Company's own stock and therefore that they must be classified as liabilities. The Company also determined that the Warrants met all criteria to meet the definition of a derivative under ASC 815- 10-15-83. The Company recorded the Warrants as liabilities on the condensed consolidated balance sheets (unaudited) at fair value, with subsequent changes in the fair value recognized in the condensed consolidated statements of operations and comprehensive income (loss) (unaudited) at each reporting date. |
Fair Value Measurement | Fair Value Measurement Certain assets and liabilities are carried at fair value under U.S. GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: Level 1 — Quoted prices in active markets for identical assets or liabilities. Level 2— Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. Level 3 — Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The Company’s cash equivalents and investments in securities are carried at fair value in Level 1 or Level 2, determined according to the fair value hierarchy described above (see Note 4 Fair Value Measurements). The carrying values of the Company’s accounts receivable, other receivables, parts and supplies inventory, accounts payable and accrued expenses and other current liabilities approximate their fair values due to the short-term nature of these instruments. The Company’s Bridge Notes (as defined in Note 15, "Debt") contained an embedded derivative feature that was required to be bifurcated and remeasured to fair value at each reporting period based on significant inputs not observable in the market, and was classified as a Level 3 measurement according to the fair value hierarchy described above. The carrying amount of the Company’s Bridge Notes approximated its fair value as the interest rates of the Bridge Notes are based on prevailing market rates. The Bridge Notes were converted into shares of the Company's Class A Common Stock on the Closing Date causing the derivative liability on the consolidated balance sheets to be removed as of and for the year ended December 31, 2023. The closing price of the Public Warrants is used as the fair value of the Public Warrants and Private Warrants as of each relevant reporting date. The fair value of the Public Warrants is classified as a Level 1 fair value measurement due to the use of an observable market quote in an active market. The fair value of the Private Warrants is classified as a Level 2 fair value measurement due to the use of an observable market quote for the Public Warrants, which are considered to be a similar asset in an active market. Fair Value Measurement Certain assets and liabilities are carried at fair value under U.S. GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: Level 1 — Quoted prices in active markets for identical assets or liabilities. Level 2— Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. Level 3 — Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The Company’s cash equivalents and investments in securities are carried at fair value in Level 1 or Level 2, determined according to the fair value hierarchy described above (see Note 5 "Fair Value Measurements"). The Company’s Bridge Notes (as defined in Note 16 "Debt") contained an embedded derivative feature that was required to be bifurcated and remeasured to fair value at each reporting period based on significant inputs not observable in the market, and was classified as a Level 3 measurement according to the fair value hierarchy described above. The carrying amount of the Company’s Bridge Notes approximated its fair value as the interest rates of the Bridge Notes are based on prevailing market rates. The Bridge Notes were converted into shares of the Company's Class A Common Stock on the Closing Date causing the derivative liability on the condensed consolidated balance sheets (unaudited) to be removed as of and for the year ended December 31, 2023. The Company’s Penny Warrants (as defined in Note 18 "Warrant Liabilities") issued alongside the Series A Preferred Stock (as defined in Note 24 "Stockholders’ Equity / Members' Deficit and Noncontrolling Interests") represent a liability which is remeasured to fair value at each reporting period based on significant inputs not observable in the market. The fair value of the Penny Warrants is classified as a Level 3 measurement according to the fair value hierarchy described above due to the use of an unobservable inputs for volatility under the valuation method as described within Note 5 "Fair Value Measurements". The closing price of the Public Warrants is used as the fair value of the Public Warrants and Private Warrants as of each relevant reporting date. The fair value of the Public Warrants is classified as a Level 1 fair value measurement due to the use of an observable market quote in an active market. The fair value of the Private Warrants is classified as a Level 2 fair value measurement due to the use of an observable market quote for the Public Warrants, which are considered to be a similar asset in an active market. |
Concentration of Credit Risk | Concentration of Credit Risk The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash, cash equivalents and investments. The Company places its cash and cash equivalents with multiple high credit quality U.S. financial institutions. At various times throughout the period, the Company's cash deposits with any one financial institution may exceed the amount insured by the Federal Deposit Insurance Corporation (the “FDIC”). Generally, these deposits may be redeemed upon demand and, therefore, bear minimal risk. The Company has not experienced any losses of such amounts and management believes it is not exposed to any significant credit risk on its cash and cash equivalents. Customer Concentration |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash consists of bank deposits. Cash equivalents consist of highly liquid short-term investments with original maturities of three months or less at the time of purchase. As of December 31, 2023 and 2022, cash equivalents consisted of government money market funds. Cash equivalents are stated at fair value. |
Receivables, Net of Allowance for Credit Losses | Receivables, Net of Allowance for Credit Losses Receivables, Net of Allowance for Credit Losses |
Notes Receivable | Notes receivables are recorded at amortized cost, and are reported as net of an allowance for credit losses. Under ASC Topic 326, the Company maintains an allowance for credit losses based on the difference between the fair value of the collateral associated with the note, less costs to sell the asset, and the amortized cost basis of the note.Notes receivables are recorded at amortized cost, and are reported as net of an allowance for credit losses. Under ASC Topic 326, the Company maintains an allowance for credit losses based on the difference between the fair value of the collateral associated with the note, less costs to sell the asset, and the amortized cost basis of the note. |
Parts and Supplies Inventory | Parts and Supplies Inventory Inventories are used in operations and are generally held for internal use. Inventories are comprised of spare aircraft parts, materials and supplies, which are valued at the lower of cost, determined on a first-in, first-out (“FIFO”) basis, or net realizable value. Cost of inventories are determined using the specific identification method. The Company determines, based on the evidence that exists, whether or not it is appropriate to maintain a reserve for excess and obsolete inventory. The reserve is based on historical experience related to the disposal of inventory due to damage, physical deterioration, obsolescence or other causes. As of December 31, 2023 and 2022, the reserve was not material. Storage costs and indirect administrative overhead costs related to inventories are expensed as incurred. |
Investments in Securities | Investments in securities Investments in securities consist of fixed-income securities including corporate bonds, government bonds, municipal issues and U.S. treasury bills that are classified as available-for-sale (“AFS”) pursuant to ASC Topic 320, Investments—Debt and Equity Securities (“ASC Topic 320”). The Company classifies investments available to fund current operations as current assets on its consolidated balance sheets. The Company determines the appropriate classification of its investments at the time of purchase and re-evaluates the designations annually. The Company may sell certain marketable securities prior to their stated maturities for strategic reasons including, but not limited to, anticipation of credit deterioration and duration management. |
Prepaid Engine Overhaul | Prepaid Engine Overhaul The Company has entered into Engine Overhaul Programs for certain aircraft to cover major maintenance costs at specified intervals primarily relating to engine hours. Such engine overhauls are not considered to be routine maintenance, rather capital expenditures that extend the useful life of the underlying engine. The Company has elected the Built-in Overhaul method of accounting, which requires segregation of the aggregate aircraft costs into separate components to be depreciated over the useful life of the aircraft and those that require overhaul at periodic intervals. When an aircraft is initially purchased, any amounts that are considered prepaid engine overhaul, if any, as well as a portion of the aircraft cost relating to the engine, are recorded as prepaid engine overhaul and are depreciated over a shorter expected useful life (shorter of remaining life of the engines at the time of acquisition or 7 years assumed full life of the overhauled components) than the aircraft. Additionally, any payments made under a long-term service arrangement that are applicable primarily to major maintenance activities are recorded as prepaids until such services are provided. Upon completion of the major maintenance activities, such overhaul costs are then depreciated over the expected time to the next major maintenance activities. The Company expenses routine maintenance costs as incurred. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment are stated at cost less accumulated depreciation and amortization. Expenditures for repairs and maintenance are expensed as incurred. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the assets as follows: Estimated Useful Life Transportation equipment 5-20 years Office furniture and equipment 3-10 years Leasehold improvements Shorter of remaining lease term or useful life |
Leases | Leases In accordance with Accounting Standards Update (“ASU”) 2016-02, Leases (“Topic 842”), the Company determines whether an arrangement is or contains a lease at inception. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company classifies leases at the lease commencement date, when control of the underlying asset is transferred from the lessor to the lessee, as operating or finance leases and records a right-of-use (“ROU”) asset and a lease liability on the consolidated balance sheets for all leases with a lease term of greater than one year. The Company has elected to not recognize leases with a lease term of one year or less on the balance sheet for all underlying asset classes and will recognize lease payments for such short-term leases as an expense on a straight-line basis. The Company enters into contracts that contain both lease and non-lease components. A lease component represents the right to use an underlying asset and non-lease components represent the transfer of goods or services, which typically include items such as maintenance, utilities, or other operating costs. These costs are typically variable and excluded from the measurement of right-of-use assets and lease liabilities. Variable lease payments based on an index or rate are included in the measurement of the lease based on the effective rates at lease commencement. Subsequent changes in the rates or indices do not impact the right of use asset or lease liability and are recognized as a component of variable lease cost in the consolidated statements of operations and comprehensive income (loss). The Company’s operating lease assets and liabilities are recognized at the lease commencement date based on the present value of the lease payments over the lease term using the discount rate implicit in the lease if readily determinable. If the rate implicit is not readily determinable, the Company utilizes its incremental borrowing rate based upon the available information at the lease commencement date. ROU assets are further adjusted for items such as initial direct costs, prepaid rent, or lease incentives. Operating lease payments are expensed using the straight-line method over the lease term. The Company’s lease terms may include options to extend the lease when it is reasonably certain that the Company will exercise that option. |
Asset Acquisition | Asset Acquisition The Company applies a screen test to evaluate if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets to determine whether a transaction should be accounted for as an asset acquisition or business combination. When an acquisition does not meet the definition of a business combination because either: (i) substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset, or group of similar identified assets, or (ii) the acquired entity does not have an input and a substantive process that together significantly contribute to the ability to create outputs, the Company accounts for the acquisition as an asset acquisition. If determined to be an asset acquisition, the Company accounts for the transaction under ASC Topic 805, Business Combinations, which requires the acquiring entity in an asset acquisition to recognize assets acquired and liabilities assumed based on the cost to the acquiring entity on a relative fair value basis, which includes transaction costs in addition to consideration given. No gain or loss is recognized as of the date of acquisition unless the fair value of non-cash assets given as consideration differs from the assets’ carrying amounts on the acquiring entity’s books. Consideration transferred that is non-cash will be measured based on either the cost (which shall be measured based on the fair value of the consideration given) or the fair value of the assets acquired and liabilities assumed, whichever is more reliably measurable. All payments are made in cash by the Company. Goodwill is not recognized in an asset acquisition and any excess consideration transferred over the fair value of the net assets acquired is allocated to the identifiable assets based on relative fair values. |
Intangible Assets | Intangible Assets The Company’s identifiable intangible assets consist primarily of software and Federal Aviation Administration (“FAA”) certificates. These intangible assets arise primarily from the determination of their respective fair market values at the date of acquisition. Amounts assigned to identifiable intangible assets, and their related useful lives, are derived from established valuation techniques and management estimates. Definite-lived intangible assets are amortized primarily on a straight-line basis, which the Company believes approximates the pattern in which the assets are utilized, over their estimated useful lives. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets |
Debt Issuance Costs and debt discounts | Debt Issuance Costs and debt discounts The Company borrows from various lenders to finance its growth and operations. Costs incurred in connection with financings, such as loan origination fees, investment banking fees and legal fees are classified as debt discounts if paid to the lenders and are classified as debt issuance costs if paid to the third parties. Debt discounts related to bifurcated derivatives, fees paid to the lenders and debt issuance costs are presented as a direct deduction from the related borrowing and are amortized over the expected life of the related financing agreements using the effective interest rate method as a component of interest expense. See Note 15, "Debt," for additional disclosures. |
Noncontrolling interest and Redeemable Noncontrolling Interest | Noncontrolling interest Noncontrolling interests represent ownership interests attributable to third parties in certain consolidated subsidiaries and VIEs. Noncontrolling interests are presented as a separate component of equity on the consolidated balance sheets, consolidated statements of operations and comprehensive income (loss), and consolidated statements of stockholders' equity (deficit) / members' equity (deficit) and temporary equity attributed to controlling and noncontrolling interests. Redeemable Noncontrolling Interest In connection with the Merger, see Note 3, "Merger," the former holders (the "Existing Equityholders") of units of ownership interest in LGM (the "LGM Common Units") retained post-Merger ownership interests in LGM as noncontrolling interests. Pursuant to the Amendment and Restated Operating Agreement, dated December 27, 2023 (the "Operating Agreement"), upon the first anniversary of the Closing Date, the Existing Equityholders may redeem all or a portion of their LGM Common Units for either (a) shares of the Company's Class A common stock (“flyExclusive Class A Common Stock” or the “Class A Common Stock”) or b) an equivalent amount of cash as determined pursuant to the Operating Agreement. While the Company determines whether redemption settlement is for cash or shares, settlement is not considered within the sole control of the Company as the holders of the Company's Class B common stock (“flyExclusive Class B Common Stock” or the “Class B Common Stock) will designate a majority of the members of the Company's board of directors (the "Board"). Since redemption for cash is not considered within the sole control of the Company, the noncontrolling interest is classified as temporary equity in accordance with ASC 480-10-S99-3(A)(2). For periods when the noncontrolling interest is probable of becoming redeemable (but is not currently redeemable), the Company will accrete changes in its redemption value from the date it becomes probable that it will become redeemable (the Closing Date) to its earliest redemption date (first anniversary of the Closing Date). This measurement method is in accordance with ASC 480-10-S99-3(A)15a. The Company will adjust the carrying value of the redeemable noncontrolling interest based on the higher of (1) the initial carrying value, increased or decreased for the redeemable noncontrolling interest's share of net income or loss, or (2) the redemption value. The Company is required to either (1) accrete changes in the redemption value over the period from the date of issuance to the earliest redemption date of the instrument using an appropriate methodology, usually the interest method, or (2) recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. The Company has elected to accrete changes in the redemption value over the period from the date of issuance (the Closing Date) to the earliest redemption date (the one year anniversary of the Closing Date) using the interest method. Any change in the carrying value of the redeemable noncontrolling interest will be recorded against additional paid-in capital. Noncontrolling interest Noncontrolling interests represent ownership interests attributable to third parties in certain consolidated subsidiaries and VIEs. Noncontrolling interests are presented as a separate component of equity on the condensed consolidated balance sheets (unaudited), condensed consolidated statements of operations and comprehensive income (loss) (unaudited), and condensed consolidated statements of shareholders' equity (deficit) / members' equity (deficit) and temporary equity (unaudited) attributed to controlling and noncontrolling interests. Redeemable Noncontrolling Interest In connection with the Merger, see Note 4 "Merger", the former holders (the "Existing Equityholders") of units of ownership interest in LGM (the "LGM Common Units") retained post-Merger ownership interests in LGM as noncontrolling interests. Pursuant to the Amendment and Restated Operating Agreement, dated December 27, 2023 (the "Operating Agreement"), upon the first anniversary of the Closing Date, the Existing Equityholders may redeem all or a portion of their LGM Common Units for either (a) shares of the Company's Class A common stock (“flyExclusive Class A Common Stock” or the “Class A Common Stock”) or b) an equivalent amount of cash as determined pursuant to the Operating Agreement. While the Company determines whether redemption settlement is for cash or shares, settlement is not considered within the sole control of the Company as the holders of the Company's Class B common stock (“flyExclusive Class B Common Stock” or the “Class B Common Stock) will designate a majority of the members of the Company's board of directors (the "Board"). Since redemption for cash is not considered within the sole control of the Company, the noncontrolling interest is classified as temporary equity in accordance with ASC 480-10-S99-3(A)(2). For periods when the noncontrolling interest is probable of becoming redeemable (but is not currently redeemable), the Company will accrete changes in its redemption value from the date it becomes probable that it will become redeemable (the Closing Date) to its earliest redemption date (first anniversary of the Closing Date). This measurement method is in accordance with ASC 480-10-S99-3(A)15a. The Company will adjust the carrying value of the redeemable noncontrolling interest based on the higher of (1) the initial carrying value, increased or decreased for the redeemable noncontrolling interest's share of net income or loss, or (2) the redemption value. The Company is required to either (1) accrete changes in the redemption value over the period from the date of issuance to the earliest redemption date of the instrument using an appropriate methodology, usually the interest method, or (2) recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. The Company has elected to accrete changes in the redemption value over the period from the date of issuance (the Closing Date) to the earliest redemption date (the one year anniversary of the Closing Date) using the interest method. Any change in the carrying value of the redeemable noncontrolling interest will be recorded against additional paid-in capital to the extent available, with the excess recorded against accumulated deficit within equity. Temporary Equity |
Deferred Revenue, Contract Acquisition Costs, and Customer Deposits Liability | Deferred Revenue The Company manages Jet Club Memberships, Guaranteed Fleet, MRO, and Fractional Ownership programs. These programs require deposits for future flight services. Consideration received in excess of revenue earned results in deferred revenue and is recorded as a liability in the consolidated balance sheets. See Note 14, "Other Non-Current Liabilities," and Note 6, "Revenue," below for additional disclosures regarding deferred revenue related to these programs. Revenue Recognition Revenue is recognized when the promised services are performed and in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services using the following steps: 1) identification of the contract, or contracts with a customer, 2) identification of performance obligations in the contract, 3) determination of the transaction price, 4) allocation of the transaction price to the performance obligations in the contract and 5) recognition of revenue when or as the performance obligations are satisfied. Determining the transaction price may require significant judgment and is determined based on the consideration the Company expects to be entitled to in exchange for transferring services to the customer, excluding amounts collected on behalf of third parties such as sales taxes. During the years ended December 31, 2023 and 2022, the Company earned revenue primarily from the programs below: Jet Club Membership Jet Club members are guaranteed access to the Company’s fleet of light, midsize and super-midsize aircraft in exchange for membership fees. New members pay a deposit, up to a maximum of $500, depending on their level of membership. Membership levels determine the daily rate a member is charged for future flights. Incidental fees are also applied against members’ accounts. The initial and any subsequent deposits are non-refundable and must be used for the monthly membership fee or for future flight services. These customer deposits are included in deferred revenue on the consolidated balance sheets until used by the customer. The membership services performance obligation is satisfied over time on a monthly basis. Revenue for flights and related services is recognized when such services are provided to the customer at a point in time. Guaranteed Revenue Program The Company launched a guaranteed revenue program with a single customer on November 1, 2021. Under this program, the Company serves as an on-demand charter air carrier and guarantees the services of a specified fleet of aircraft as directed by the customer. The term of the agreement is for a minimum of 28 months, which includes a drawdown period of 10 months if the agreement is terminated. The agreement will continue indefinitely unless terminated by either party. The Company requires a deposit of $1,250 per reserved aircraft. These deposits are included within Other non-current liabilities on the consolidated balance sheets. The customer is charged hourly rates for flight services depending on aircraft type in addition to incidental fees. The customer is committed to a minimum number of flight hours per aircraft and a minimum number of aircraft. Revenue is recognized using the right-to-invoice practical expedient. The guaranteed minimum is enforceable and billable on a quarterly basis. As a result of the termination of this program as described in Note 22, "Commitments and Contingencies," below, the Company has recognized the remaining deposits as revenue during the year ended December 31, 2023, and therefore, the Guaranteed Revenue Program deposits balance was zero as of December 31, 2023. See Note 14, "Other Non-Current Liabilities." Fractional Ownership The fractional revenue stream involves a customer purchasing a fractional ownership interest in an aircraft for a contractual term of up to 5 years. Customers have the right to flight and membership services from a fleet of aircraft, including the aircraft they have fractionally purchased. Customers are charged for flight services as incurred based on agreed upon daily and hourly rates in addition to the upfront fractional ownership purchase price. At the end of the contractual term, the Company has the unilateral right to repurchase the fractional interest. In certain contracts the customer can require the Company to repurchase their ownership interest after a fixed period of time but prior to the contractual termination date of the contract. The repurchase price, whether at the contractual termination date or at the specified earlier date, is calculated as follows: 1) the fair market value of the aircraft at the time of repurchase, 2) multiplied by the fractional ownership percentage, 3) less a remarketing fee. At the time of repurchase, all fractional ownership interests revert to the Company, and all rights to flight and membership services are relinquished. The Company assessed whether these repurchase agreements result in a lease contract under the scope of ASC 842 but determined that they are revenue contracts under the scope of ASC 606 since the repurchase price is lower than the original selling price, and the customer does not have a significant economic incentive to exercise the put option. Further, the fractional ownership sales are accounted for as containing a right of return and the resulting liability is included within Other non-current liabilities on the consolidated balance sheets. The consideration from the fractional ownership interest, as adjusted for any related customer right of return, is included in deferred revenue on the consolidated balance sheets and recognized over the term of the contract on a straight-line basis as the membership services are provided. Variable consideration generated from flight services is recognized in the period of performance. Maintenance Repair and Overhaul The Company separately provides maintenance, repair and overhaul services for aircraft owners and operators at certain facilities. MRO ground services are comprised of a single performance obligation for aircraft maintenance services such as modifications, repairs and inspections. MRO revenue is recognized over time based on the cost of parts and supplies inventory consumed and labor hours worked for each service provided. Any billing for MRO services that exceeds revenue earned to date is included in deferred revenue on the consolidated balance sheets. Aircraft Sales Contract Acquisition Costs The Company pays commissions on deposits from new and recurring Jet Club member contracts. These commissions are contract acquisition costs that are capitalized as an asset on the consolidated balance sheets as these are incremental amounts directly related to attaining contracts with customers. Capitalized sales commissions were $1,315 and $1,053 during the years ended December 31, 2023 and 2022, respectively. As of December 31, 2023 and December 31, 2022, contract acquisition costs of $514 and $290, respectively, were included within Prepaid expenses and other current assets and $631 and $484, respectively, were included within Other non-current assets on the consolidated balance sheets. Capitalized contract costs are periodically reviewed for impairment. Capitalized contract costs are amortized on a straight-line basis concurrently over the same period of benefit in which the associated revenue is recognized. Amortization expense related to capitalized contract costs included in selling, general, and administrative expense in the consolidated statements of operations and comprehensive income (loss) was $827 and $653 during the years ended December 31, 2023 and 2022, respectively. Customer Deposits Liability The Company receives customer deposits from certain customers in connection with the Guaranteed Revenue Program. Under this program, the Company reserves a fleet of aircraft for these customers and requires the customer to make an upfront deposit of $1,250 per aircraft reserved. The Company expects to refund these deposits after each aircraft is drawn down from the fleet. Additionally, the Company receives customer deposits related to the Fractional Ownership program and is required to repurchase the ownership interests it sells in fractional ownership contracts either at the end of the contract term or if the customer exercises its right of return option. See Note 14, "Other Non-Current Liabilities," for additional disclosures regarding customer deposits from these guaranteed revenue programs and fractional ownership contracts as of December 31, 2023 and 2022. Aircraft Sales and Aircraft Held for sale The Company occasionally sells aircraft held for use from its fleet. The (gain) or loss from each transaction is recognized upon completion of the sale as a loss (gain) on aircraft held for sale on the condensed consolidated statements of operations and comprehensive income (loss) (unaudited). Loss (gain) on aircraft held for sale consists of the (gain) or loss on aircraft previously held for use as property and equipment and subsequently elected to actively market for sale. When a decision is made to actively market for sale, depreciation is discontinued, and aircraft held for sale is recorded at the lower of carrying value and fair value less costs to sell. We present aircraft assets held for sale at the lower of their current carrying value or their fair market value less costs to sell including $15,227 classified within “Current assets” and $6,744 classified within "non current assets" on the Company’s condensed consolidated balance sheets (unaudited) as of June 30, 2024. The fair values are based upon observable and unobservable inputs, including market trends and conditions. The assumptions used to determine the fair value of the assets held for sale are subject to inherent uncertainty and could produce a wide range of outcomes which the Company will continue to monitor in future periods as new information becomes available. Prior to the ultimate sale of the assets, subsequent changes in the estimate of the fair value of the assets held for sale will be recorded as a (gain) or loss with a corresponding adjustment to the assets’ carrying value. Contract Acquisition Costs The Company pays commissions on deposits from new and recurring Jet Club member contracts. These commissions are contract acquisition costs that are capitalized as an asset on the condensed consolidated balance sheets (unaudited) as these are incremental amounts directly related to attaining contracts with customers. Sales commissions capitalized were $283 and $536 during the three and six months ended June 30, 2024, respectively, and $211 and $543 during the three and six months ended June 30, 2023. As of June 30, 2024 and December 31, 2023, contract acquisition costs of $546 and $514, respectively, were included within Prepaid expenses and other current assets and $704 and $631, respectively, were included within Other non-current assets on the condensed consolidated balance sheets (unaudited). Capitalized contract costs are amortized on a straight-line basis concurrently over the same period of benefit in which the associated revenue is recognized. Amortization expense related to capitalized contract costs included in selling, general, and administrative expense in the condensed consolidated statements of operations and comprehensive income (loss) (unaudited) was $272 and $547 during the three and six months ended June 30, 2024, respectively, and $184 and $339 during the three and six months ended June 30, 2023, respectively. |
Stock-Based Compensation | Stock-Based Compensation In connection with the Merger, the Board approved the flyExclusive, Inc. 2023 Equity Incentive Plan, on November 10, 2023 (the "Incentive Plan Effective Date"), at which time the plan became effective, subject to approval by the stockholders of the Company within 12 months. The plan was subsequently approved by the stockholders on December 18, 2023. The 2023 Equity Incentive Plan provides for the grant of options, stock appreciation rights, dividend equivalent rights, restricted stock, restricted stock units, or other rights or benefits to employees, directors and consultants. In connection with the Merger, the Board approved the flyExclusive, Inc. Employee Stock Purchase Plan (the “ESPP”), on November 10, 2023 (the "ESPP Effective Date"), at which time the plan became effective, subject to stockholder approval. The plan was subsequently approved by the stockholders on December 18, 2023. The ESPP provides eligible employees with a means of acquiring an equity interest in the Company through payroll deductions. The aggregate number of shares of common stock reserved for future employee purchases under the ESPP is 1,500,000 shares. The ESPP will expire on October 31, 2033, unless sooner terminated by the Board, or when all available shares have been purchased. As of December 31, 2023, no shares had been purchased by employees under the ESPP. The Company accounts for stock-based compensation in accordance with ASC 718, Compensation—Stock Compensation (“ASC 718”). ASC 718 requires that the cost of awards of equity instruments offered in exchange for services, be measured based on the grant-date fair value of the award. Stock-based compensation expense is recognized over the requisite service period using the straight-line method with forfeitures accounted for as they occur. See Note 19, "Stock-based Compensation," for additional information regarding stock-based compensation, the ESPP and the 2023 Equity Incentive Plan. |
Earnings per Share | Earnings per Share The Company computes earnings (net loss) per share in accordance with ASC 260, Earnings per Share. Basic earnings (net loss) per share is calculated by dividing net income (loss) available to common stockholders by the weighted-average number of shares of common stock outstanding during each period. Diluted earnings per share is computed by dividing net income available to common stockholders by the weighted-average number of shares of common stock, common stock equivalents, and other potentially dilutive securities, if any, outstanding during the period. On December 27, 2023, EGA and LGM consummated the Merger pursuant to the Equity Purchase Agreement, which significantly altered the Company's capital structure. Prior to the closing of the Merger, the legal structure of LGM was a limited liability company with ownership interests consisting of members' units. Application of an exchange ratio of members' units for shares of common stock for periods prior to the Merger would not be representative of the capital structure of the Company after the Merger. As such, the Company determined that an exchange ratio should not be applied to periods before the Merger and therefore earnings (net loss) per unit for periods prior to the Merger should not be presented as it would not provide a meaningful comparison with earnings (net loss) per share for periods after the Merger. See Note 3, "Merger," for further discussion. Additionally, the Company determined that the presentation of earnings (net loss) per share for the five-day period from the Closing Date to December 31, 2023 would not be meaningful due to the shortness of this period. Therefore, earnings (net loss) per share information has not been presented for any period in these consolidated financial statements. |
Income Taxes | Income Taxes We account for income taxes using the asset and liability method. Deferred tax assets and liabilities reflect the expected future consequences of temporary differences between the financial reporting and tax bases of assets and liabilities as well as operating losses, capital losses, and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates that are expected to be in effect when these differences are anticipated to reverse. Management makes estimates, assumptions, and judgments to determine our provision for income taxes, deferred tax assets and liabilities, and any valuation allowance recorded against deferred tax assets. We assess the likelihood that our deferred tax assets will be recovered from future taxable income and, to the extent we believe, 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, we establish a valuation allowance. We recognize the tax benefit from an uncertain tax position only if it is more likely than not the tax position will be sustained upon examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. Interest and penalties related to unrecognized tax benefits are recognized within income tax expense on the consolidated statements of operations and comprehensive income (loss). |
Excise Tax | Excise Tax In accordance with the Inflation Reduction Act of 2022, the Company records a liability for the expected excise tax obligation at the end of each reporting period. In general, the excise tax liability is calculated as 1% multiplied by the difference between the following: 1) the fair value of the repurchases/redemptions of shares during the period less 2) the fair value of share issuances during the period. The offset to excise tax liability is a reduction to retained earnings (if an entity has retained earnings as opposed to an accumulated deficit) or a reduction to additional paid-in capital in the absence of retained earnings. As the Company has an accumulated deficit as of December 31, 2023, the offset to the excise tax liability has been recorded as a reduction to additional paid-in capital in the consolidated balance sheet as of December 31, 2023. |
Nonmonetary Transactions | Nonmonetary Transactions From time to time, the Company enters into arrangements with their employees to provide a specified amount of flight time as part of their compensation. The Company records these nonmonetary transactions at the estimated fair value of the flights using the Standard Industry Fare Level. As the employees utilizes the flight time the Company provides, an expense is recognized in the period the flight hours are consumed. |
Advertising Expense | Advertising Expense |
Recently Adopted Accounting Pronouncements and Recently Issued Accounting Standards Not Yet Adopted | Recently Adopted Accounting Pronouncements In June 2016, the Financial Accounting Standards Board ("FASB") issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326) (“ASU 2016-13”), which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost. ASU 2016-13 became effective for the Company for annual and interim reporting periods beginning after December 15, 2022. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements. In March 2020, the FASB issued ASU 2020-03, “Codification Improvements to Financial Instruments” (“ASU 2020-03”). ASU 2020-03 improves and clarifies various financial instruments topics. ASU 2020-03 includes seven different issues that describe the areas of improvement and the related amendments to GAAP, intended to make the standards easier to understand and apply by eliminating inconsistencies and providing clarifications. The Company adopted ASU 2020-03 upon issuance, which did not have a material effect on the Company’s current financial position, results of operations or financial statement disclosures. In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting”, which provides optional expedients and exceptions for a period of time to ease the potential burden in accounting for the transition from reference rates that are expected to be discontinued. Regulators and market participants in various jurisdictions have undertaken efforts to eliminate certain reference rates and introduce new reference rates that are based on a larger and more liquid population of observable transactions. The amendments in this update apply only to contracts, hedging relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The expedients and exceptions provided by the amendments do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022, except for hedging relationships existing as of December 31, 2022, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship. In January 2021, the FASB issued clarification on the scope of relief related to the reference rate reform. In December 2022, the FASB extended the period of time entities can use the reference rate reform relief guidance by two years which defers the sunset date from December 31, 2022 to December 31, 2024. The Company adopted this ASU in fiscal 2023 and it had no impact on its consolidated financial statements. Recently Issued Accounting Standards Not Yet Adopted In August 2020, the FASB issued ASU 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)” (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The ASU is part of the FASB’s simplification initiative, which aims to reduce unnecessary complexity in U.S. GAAP. The ASU’s amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The Company is currently evaluating the impact ASU 2020-06 will have on its consolidated financial statements. In March 2023, the FASB issued ASU 2023-01, which amends the application of ASU 2016-02, Leases (Topic 842), related to leases with entities under common control, also referred to as common control leases. The amendments to this update require an entity to consider the useful life of leasehold improvements associated with common control leases from the perspective of the common control group and amortize the leasehold improvements over the useful life of the assets to the common control group, instead of the term of the lease. Any remaining value for the leasehold improvement at the end of the lease would be adjusted through equity. The standard is effective for fiscal years beginning after December 15, 2023, with early adoption permitted. The adoption is not expected to have a material impact on the Company’s consolidated financial statements. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) (“ASU 2023-07”), which enhances the segment disclosure requirements for public entities on an annual and interim basis. Under this proposal, public entities will be required to disclose significant segment expenses that are regularly provided to the chief operating decision maker (the “CODM”) and included within each reported measure of segment profit or loss. Additionally, current annual disclosures about a reportable segment’s profit or loss and assets will be required on an interim basis. Entities will also be required to disclose information about the CODM’s title and position at the Company along with an explanation of how the CODM uses the reported measures of segment profit or loss in their assessment of segment performance and deciding whether how to allocate resources. Finally, ASU 2023-07 requires all segment disclosures for public entities, even those with a single reportable segment. The amendments in ASU 2023-07 will become effective on a retrospective basis for annual disclosures for fiscal years beginning after December 15, 2023, with interim period disclosures required effective for fiscal years beginning after December 15, 2024. Early adoption of ASU 2023-07 is permitted. The Company is currently evaluating the impact ASU 2023-07 will have on its consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09"). ASU 2023-09 modifies the reporting requirements for income tax disclosures related to effective tax rates and cash income taxes paid. Pursuant to ASU 2023-09, public business entities are required to disclose certain categories in the income tax rate reconciliation, as well as additional information for reconciling items that meet a specific quantitative threshold. Additionally, ASU 2023-09 requires annual disclosures of income taxes paid for all entities, including the amount of income taxes paid, net of refunds received, disaggregated by federal, state, and foreign jurisdictions. The standard is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of ASU 2023-09 on its consolidated financial statements. Recently Adopted Accounting Pronouncements In August 2020, the FASB issued ASU 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)” (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The ASU is part of the FASB’s simplification initiative, which aims to reduce unnecessary complexity in U.S. GAAP. The ASU’s amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The Company adopted this ASU in fiscal 2024 and it did not have a material effect on the Company's condensed consolidated financial statements. In March 2023, the FASB issued ASU 2023-01, which amends the application of ASU 2016-02, "Leases (Topic 842)", related to leases with entities under common control, also referred to as common control leases. The amendments to this update require an entity to consider the useful life of leasehold improvements associated with common control leases from the perspective of the common control group and amortize the leasehold improvements over the useful life of the assets to the common control group, instead of the term of the lease. Any remaining value for the leasehold improvement at the end of the lease would be adjusted through equity. The standard is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The Company adopted this ASU in fiscal 2024 and it did not have a material effect on the Company's condensed consolidated financial statements. Recently Issued Accounting Standards Not Yet Adopted In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) (“ASU 2023-07”), which enhances the segment disclosure requirements for public entities on an annual and interim basis. ASU 2023-07 requires an entity to disclose significant segment expenses regularly provided to the chief operating decision maker, a description of "other segment items," the title and position of the chief operating decision maker, and allows for more than one measure of a segment's profit or loss if used by the chief operating decision maker. The update also enhances interim disclosure requirements and requirements for entities with a single reportable segment. The amendments in ASU 2023-07 will become effective on a retrospective basis for annual disclosures for fiscal years beginning after December 15, 2023, with interim period disclosures required effective for fiscal years beginning after December 15, 2024. Early adoption of ASU 2023-07 is permitted. The Company is currently evaluating the impact ASU 2023-07 will have on its condensed consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09"). ASU 2023-09 enhances the disclosures surrounding income taxes, specifically in relation to the rate reconciliation table and income taxes paid. The standard is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of ASU 2023-09 on its condensed consolidated financial statements. |
Variable Interest Entities | Management analyzes the Company’s variable interests including loans, guarantees, and equity investments, to determine if the Company has any variable interests in these entities. This analysis includes both qualitative and quantitative reviews. Qualitative analysis is based on an evaluation of the design and primary risk of these entities, their organizational structures including decision making abilities, and financial and contractual agreements. Quantitative analysis is based on these entities’ equity interests and investment. The Company determined it has variable interests in the paint entity and SAEs with Equity as a result of its equity interest in these entities. For those SAEs without Equity that the Company has a (a) lease agreement for the aircraft which is the primary asset of these entities (the “lessor SAEs without Equity”), and (b) either (i) has a call option and/or (ii) a lessor put option for a fixed purchase price, it is determined that the Company has variable interests in the lessor SAEs without Equity. The Company then determines whether the entities that the Company has variable interests in are VIEs. ASC Topic 810, Consolidation, defines a VIE as an entity that either (i) lacks sufficient equity to finance its activities without additional subordinated financial support from other parties; or (ii) whose equity holders, as a group, lack the characteristics of a controlling financial interest. Paint entity, SAEs with Equity and lessor SAEs without Equity are VIEs as they met at least one of the criteria above. A VIE is consolidated by its primary beneficiary, which is defined as the party who has a controlling financial interest in the VIE through (a) power to direct the activities of the VIE that most significantly affect the VIE’s economic performance, and (b) obligation to absorb losses or right to receive benefits of the VIE that could be significant to the VIE. The Company uses qualitative and quantitative analyses to determine if it is the primary beneficiary of VIEs including evaluation of (a) the purpose and design of the VIE, and (b) activities that most significantly impact economic performance of the VIE. The Company also determines how decisions about significant activities are made in the VIE and the party or parties that make them. The Company determined that it is the primary beneficiary of these VIEs because it acts as manager of the entities’ aircraft or retains control of the entity through terms in the leases, thereby giving it the power to direct activities of the entities that most significantly impact its economic performance. In addition, the Company either (a) has obligations to the losses of the VIEs and the right to receive benefits from the VIEs that could potentially be significant to the entities as a result of its equity interests, or (b) is deemed to have a controlling financial interest in the VIEs due to the other equity holders of these VIEs, as a group, lacking the characteristics of a controlling financial interest. Management analyzes the Company’s variable interests including loans, guarantees, and equity investments, to determine if the Company has any variable interests in these entities. This analysis includes both qualitative and quantitative reviews. Qualitative analysis is based on an evaluation of the design and primary risk of these entities, their organizational structures including decision making abilities, and financial and contractual agreements. Quantitative analysis is based on these entities’ equity interests and investment. The Company determined it has variable interests in the paint entity and SAEs with Equity as a result of its equity interest in these entities. For those SAEs without Equity that the Company has a (a) lease agreement for the aircraft which is the primary asset of these entities (the “lessor SAEs without Equity”), and (b) either (i) has a call option and/or (ii) a lessor put option for a fixed purchase price, it is determined that the Company has variable interests in the lessor SAEs without Equity. The Company then determines whether the entities that the Company has variable interests in are VIEs. ASC Topic 810, Consolidation, defines a VIE as an entity that either (i) lacks sufficient equity to finance its activities without additional subordinated financial support from other parties; or (ii) whose equity holders, as a group, lack the characteristics of a controlling financial interest. Paint entity, SAEs with Equity and lessor SAEs without Equity are VIEs as they met at least one of the criteria above. A VIE is consolidated by its primary beneficiary, which is defined as the party who has a controlling financial interest in the VIE through (a) power to direct the activities of the VIE that most significantly affect the VIE’s economic performance, and (b) obligation to absorb losses or right to receive benefits of the VIE that could be significant to the VIE. |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation 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 with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). In the opinion of management, the condensed consolidated financial statements reflect all adjustments, consisting of normal recurring accruals, which are necessary for the fair presentation of the financial condition, and results of operations for the interim periods presented. The accompanying condensed consolidated financial statements were prepared in accordance with the requirements for interim financial information. Accordingly, these interim financial statements have not been audited and exclude certain disclosures required for annual financial statements. Also, the operating results presented for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for the entire year. These interim financial statements should be read in conjunction with the audited consolidated financial statements of the Company included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of flyExclusive, its wholly-owned subsidiaries, all majority owned subsidiaries where the ownership is more than 50% and the accounts of variable interest entities (“VIE”) for which flyExclusive or one of its subsidiaries is the primary beneficiary, regardless of the ownership percentage. All significant intercompany transactions and balances have been eliminated in consolidation. Where the Company’s ownership interest is less than 100%, the non-redeemable noncontrolling ownership interests held by third parties in the financial position and operating results of the Company’s subsidiaries and/or consolidated VIEs are reported as noncontrolling interest in the consolidated balance sheets within stockholders' / members' equity. Noncontrolling ownership interests that can be redeemed for cash whereby redemption is not within the sole control of the Company are classified as temporary equity in the consolidated balance sheets in accordance with Accounting Standards Codification ("ASC") 480-10-S99-3(A)(2). Principles of Consolidation The condensed consolidated financial statements include the accounts of flyExclusive, its wholly-owned subsidiaries, all majority owned subsidiaries where the ownership is more than 50% and the accounts of variable interest entities (“VIE”) for which flyExclusive or one of its subsidiaries is the primary beneficiary, regardless of the ownership percentage. All significant intercompany transactions and balances have been eliminated in consolidation. Where the Company’s ownership interest is less than 100%, the non-redeemable noncontrolling ownership interests held by third parties in the financial position and operating results of the Company’s subsidiaries and/or consolidated VIEs are reported as noncontrolling interest in the condensed consolidated balance sheets (unaudited) within stockholders' / members' equity. Noncontrolling ownership interests that can be redeemed for cash whereby redemption is not within the sole control of the Company are classified as temporary equity in the condensed consolidated balance sheets (unaudited) in accordance with Accounting Standards Codification ("ASC") 480-10-S99-3(A)(2). |
Reclassification | Reclassification Certain amounts presented in the Company’s previously issued financial statements have been reclassified to conform to the current period presentation. In the consolidated balance sheets, the Company has made a reclassification within the current assets and the operating assets remain unchanged from the previously issued balance sheet as of December 31, 2022. Reclassification Certain amounts presented in the Company’s previously issued financial statements have been reclassified to conform to the current period presentation. In the condensed consolidated financial statements (unaudited) , the Company has made a reclassification of "Gain on sale of property and equipment" to a component of "Loss from operations," which was previously categorized within "Other income (Expenses)." This reclassification was made to better align with the current period’s financial statement presentation. The net loss for the three months ended June 30, 2023 and six months ended June 30, 2023, remains unchanged from the previously issued financial statements. This reclassification had no impact on the Company's financial position, net loss, or cash flows for any period presented. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and related disclosures of contingent assets and liabilities as of the date of the consolidated financial statements as well as the reported amounts of revenues and expenses during the reporting period. Estimates are based on several factors including the facts and circumstances available at the time the estimates are made, historical experience, risk of loss, general economic conditions and trends and the assessment of the probable future outcome. Subjective and significant estimates include, but are not limited to, determinations of the useful lives and expected future cash flows of long-lived assets, including intangibles, estimates of allowances for uncollectible accounts, determination of impairment and fair value estimates associated with asset acquisitions. Actual results could differ from those estimates. Estimates and assumptions are reviewed periodically and the effects of changes, if any, are reflected in the consolidated statements of operations and comprehensive income (loss) in the period that they are determined. Use of Estimates The preparation of condensed consolidated financial statements (unaudited) in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and related disclosures of contingent assets and liabilities as of the date of the condensed consolidated financial statements (unaudited) as well as the reported amounts of revenues and expenses during the reporting period. Estimates are based on several factors including the facts and circumstances available at the time the estimates are made, historical experience, risk of loss, general economic conditions and trends and the assessment of the probable future outcome. Subjective and significant estimates include, but are not limited to, determinations of the useful lives and expected future cash flows of long-lived assets, including intangibles, estimates of allowances for uncollectible accounts, inventory reserves, determination of impairment and fair value estimates associated with asset acquisitions and aircraft held for sale. Actual results could differ from those estimates. Estimates and assumptions are reviewed periodically and the effects of changes, if any, are reflected in the condensed consolidated statements of operations and comprehensive income (loss) (unaudited) in the period that they are determined. |
Public Warrants, Private Warrants and Penny Warrants | Public Warrants and Private Warrants Upon the closing of the Merger, the Company assumed (i) the Public Warrants initially included in the EGA units issued in EGA's initial public offering, and (ii) the warrants of EGA held by EG Sponsor LLC (the “EGA Sponsor”) that were issued to the EGA Sponsor at the closing of EGA's initial public offering (the "Private Placement Warrants," and together with the Public Warrants, the "Warrants"). The Company determines the accounting classification of Warrants as either liability or equity by first assessing whether the Warrants meet liability classification in accordance with ASC 480, Distinguishing Liabilities from Equity (“ASC 480”). Under ASC 480, a financial instrument that embodies an unconditional obligation, or a financial instrument other than an outstanding share that embodies a conditional obligation, that the issuer must or may settle by issuing a variable number of its equity shares must be classified as a liability (or an asset in some circumstances) if, at inception, the monetary value of the obligation is based solely or predominantly on any one of the following: (a) a fixed monetary amount known at inception; (b) variations in something other than the fair value of the issuer’s equity shares; or (c) variations inversely related to changes in the fair value of the issuer’s equity shares. The Company determined that the Warrants should not be classified as liabilities under ASC 480. If financial instruments, such as the Warrants, are not required to be classified as liabilities under ASC 480, the Company assesses whether such instruments are indexed to the Company's own stock under ASC 815-40. In order for an instrument to be considered indexed to an entity's own stock, its settlement amount must always equal the difference between the following: (a) the fair value of a fixed number of the Company's equity shares, and (b) a fixed monetary amount or a fixed amount of a debt instrument issued by the Company. As there are scenarios where the settlement amount would not equal the difference between the fair value of a fixed number of shares and a fixed monetary amount (or a fixed amount of a debt instrument), the Company determined that the Warrants were not indexed to the Company's own stock and therefore that they must be classified as liabilities. The Company also determined that the Warrants met all criteria to meet the definition of a derivative under ASC 815- 10-15-83. The Company recorded the Warrants as liabilities on the consolidated balance sheets at fair value, with subsequent changes in the fair value recognized in the consolidated statements of operations and comprehensive income (loss) at each reporting date. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815, Derivatives and Hedging. Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations and comprehensive income (loss). The Company’s Bridge Notes (as defined in Note 15, "Debt") contained a conversion feature which met the definition of a derivative instrument. The Company classified the instrument as a liability on its consolidated balance sheets. The derivative liability was initially recorded at fair value upon issuance of the Bridge Notes and was subsequently remeasured to fair value at each reporting date. Changes in the fair value of the derivative liability were recognized as a component of other income (expense), net Public Warrants, Private Warrants and Penny Warrants As of June 30, 2024 the Company has the following warrants issued, (i) the Public Warrants initially included in the EGA units issued in EGA's initial public offering, (ii) the warrants of EGA held by EG Sponsor LLC (the “EGA Sponsor”) that were issued to the EGA Sponsor at the closing of EGA's initial public offering (the "Private Placement Warrants,"), and (iii) warrants issued on March 4, 2024 in connection with the Series A Preferred Stock offering as described within Note 24 "Stockholders’ Equity / Members' Deficit and Noncontrolling Interests" (the "Penny Warrants" and together with the Public Warrants and Private Placement Warrants, the "Warrants"). The Company determines the accounting classification of the Warrants as either liability or equity by first assessing whether the Warrants meet liability classification in accordance with ASC 480, Distinguishing Liabilities from Equity (“ASC 480”). Under ASC 480, a financial instrument that embodies an unconditional obligation, or a financial instrument other than an outstanding share that embodies a conditional obligation, that the issuer must or may settle by issuing a variable number of its equity shares must be classified as a liability (or an asset in some circumstances) if, at inception, the monetary value of the obligation is based solely or predominantly on any one of the following: (a) a fixed monetary amount known at inception; (b) variations in something other than the fair value of the issuer’s equity shares; or (c) variations inversely related to changes in the fair value of the issuer’s equity shares. The Company determined that the Warrants should not be classified as liabilities under ASC 480. If financial instruments, such as the Warrants, are not required to be classified as liabilities under ASC 480, the Company assesses whether such instruments are indexed to the Company's own stock under ASC 815-40. In order for an instrument to be considered indexed to an entity's own stock, its settlement amount must always equal the difference between the following: (a) the fair value of a fixed number of the Company's equity shares, and (b) a fixed monetary amount or a fixed amount of a debt instrument issued by the Company. As there are scenarios where the settlement amount would not equal the difference between the fair value of a fixed number of shares and a fixed monetary amount (or a fixed amount of a debt instrument), the Company determined that the Warrants were not indexed to the Company's own stock and therefore that they must be classified as liabilities. The Company also determined that the Warrants met all criteria to meet the definition of a derivative under ASC 815- 10-15-83. The Company recorded the Warrants as liabilities on the condensed consolidated balance sheets (unaudited) at fair value, with subsequent changes in the fair value recognized in the condensed consolidated statements of operations and comprehensive income (loss) (unaudited) at each reporting date. |
Segment Information | Segment Information The Company determined its operating segment after considering the Company’s organizational structure and the information regularly reviewed and evaluated by the Company’s chief operating decision maker (“CODM”) in deciding how to allocate resources and assess performance. The Company has determined that its CODM is its Chief Executive Officer. The CODM reviews the financial information on a consolidated basis for purposes of evaluating financial performance and allocating resources. On the basis of these factors, the Company determined that it operates and manages its business as one operating segment, charter aviation services. All ancillary and other revenue sources such as fractional ownership and MRO services are primarily to support the provision of the Company’s charter services to customers. Substantially all the Company’s long-lived assets are held in the United States, and revenue from charter aviation charter services is substantially earned from flights throughout the United States. |
Fair Value Measurement | Fair Value Measurement Certain assets and liabilities are carried at fair value under U.S. GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: Level 1 — Quoted prices in active markets for identical assets or liabilities. Level 2— Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. Level 3 — Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The Company’s cash equivalents and investments in securities are carried at fair value in Level 1 or Level 2, determined according to the fair value hierarchy described above (see Note 4 Fair Value Measurements). The carrying values of the Company’s accounts receivable, other receivables, parts and supplies inventory, accounts payable and accrued expenses and other current liabilities approximate their fair values due to the short-term nature of these instruments. The Company’s Bridge Notes (as defined in Note 15, "Debt") contained an embedded derivative feature that was required to be bifurcated and remeasured to fair value at each reporting period based on significant inputs not observable in the market, and was classified as a Level 3 measurement according to the fair value hierarchy described above. The carrying amount of the Company’s Bridge Notes approximated its fair value as the interest rates of the Bridge Notes are based on prevailing market rates. The Bridge Notes were converted into shares of the Company's Class A Common Stock on the Closing Date causing the derivative liability on the consolidated balance sheets to be removed as of and for the year ended December 31, 2023. The closing price of the Public Warrants is used as the fair value of the Public Warrants and Private Warrants as of each relevant reporting date. The fair value of the Public Warrants is classified as a Level 1 fair value measurement due to the use of an observable market quote in an active market. The fair value of the Private Warrants is classified as a Level 2 fair value measurement due to the use of an observable market quote for the Public Warrants, which are considered to be a similar asset in an active market. Fair Value Measurement Certain assets and liabilities are carried at fair value under U.S. GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: Level 1 — Quoted prices in active markets for identical assets or liabilities. Level 2— Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. Level 3 — Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The Company’s cash equivalents and investments in securities are carried at fair value in Level 1 or Level 2, determined according to the fair value hierarchy described above (see Note 5 "Fair Value Measurements"). The Company’s Bridge Notes (as defined in Note 16 "Debt") contained an embedded derivative feature that was required to be bifurcated and remeasured to fair value at each reporting period based on significant inputs not observable in the market, and was classified as a Level 3 measurement according to the fair value hierarchy described above. The carrying amount of the Company’s Bridge Notes approximated its fair value as the interest rates of the Bridge Notes are based on prevailing market rates. The Bridge Notes were converted into shares of the Company's Class A Common Stock on the Closing Date causing the derivative liability on the condensed consolidated balance sheets (unaudited) to be removed as of and for the year ended December 31, 2023. The Company’s Penny Warrants (as defined in Note 18 "Warrant Liabilities") issued alongside the Series A Preferred Stock (as defined in Note 24 "Stockholders’ Equity / Members' Deficit and Noncontrolling Interests") represent a liability which is remeasured to fair value at each reporting period based on significant inputs not observable in the market. The fair value of the Penny Warrants is classified as a Level 3 measurement according to the fair value hierarchy described above due to the use of an unobservable inputs for volatility under the valuation method as described within Note 5 "Fair Value Measurements". The closing price of the Public Warrants is used as the fair value of the Public Warrants and Private Warrants as of each relevant reporting date. The fair value of the Public Warrants is classified as a Level 1 fair value measurement due to the use of an observable market quote in an active market. The fair value of the Private Warrants is classified as a Level 2 fair value measurement due to the use of an observable market quote for the Public Warrants, which are considered to be a similar asset in an active market. |
Concentration of Credit Risk | Concentration of Credit Risk The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash, cash equivalents and investments. The Company places its cash and cash equivalents with multiple high credit quality U.S. financial institutions. At various times throughout the period, the Company's cash deposits with any one financial institution may exceed the amount insured by the Federal Deposit Insurance Corporation (the “FDIC”). Generally, these deposits may be redeemed upon demand and, therefore, bear minimal risk. The Company has not experienced any losses of such amounts and management believes it is not exposed to any significant credit risk on its cash and cash equivalents. Customer Concentration |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash consists of bank deposits. Cash equivalents consist of highly liquid short-term investments with original maturities of three months or less at the time of purchase. As of December 31, 2023 and 2022, cash equivalents consisted of government money market funds. Cash equivalents are stated at fair value. |
Receivables, Net of Allowance for Credit Losses | Receivables, Net of Allowance for Credit Losses Receivables, Net of Allowance for Credit Losses |
Notes Receivable | Notes receivables are recorded at amortized cost, and are reported as net of an allowance for credit losses. Under ASC Topic 326, the Company maintains an allowance for credit losses based on the difference between the fair value of the collateral associated with the note, less costs to sell the asset, and the amortized cost basis of the note.Notes receivables are recorded at amortized cost, and are reported as net of an allowance for credit losses. Under ASC Topic 326, the Company maintains an allowance for credit losses based on the difference between the fair value of the collateral associated with the note, less costs to sell the asset, and the amortized cost basis of the note. |
Parts and Supplies Inventory | Parts and Supplies Inventory Inventories are used in operations and are generally held for internal use. Inventories are comprised of spare aircraft parts, materials and supplies, which are valued at the lower of cost, determined on a first-in, first-out (“FIFO”) basis, or net realizable value. Cost of inventories are determined using the specific identification method. The Company determines, based on the evidence that exists, whether or not it is appropriate to maintain a reserve for excess and obsolete inventory. The reserve is based on historical experience related to the disposal of inventory due to damage, physical deterioration, obsolescence or other causes. As of December 31, 2023 and 2022, the reserve was not material. Storage costs and indirect administrative overhead costs related to inventories are expensed as incurred. |
Investments in Securities | Investments in securities Investments in securities consist of fixed-income securities including corporate bonds, government bonds, municipal issues and U.S. treasury bills that are classified as available-for-sale (“AFS”) pursuant to ASC Topic 320, Investments—Debt and Equity Securities (“ASC Topic 320”). The Company classifies investments available to fund current operations as current assets on its consolidated balance sheets. The Company determines the appropriate classification of its investments at the time of purchase and re-evaluates the designations annually. The Company may sell certain marketable securities prior to their stated maturities for strategic reasons including, but not limited to, anticipation of credit deterioration and duration management. |
Prepaid Engine Overhaul | Prepaid Engine Overhaul The Company has entered into Engine Overhaul Programs for certain aircraft to cover major maintenance costs at specified intervals primarily relating to engine hours. Such engine overhauls are not considered to be routine maintenance, rather capital expenditures that extend the useful life of the underlying engine. The Company has elected the Built-in Overhaul method of accounting, which requires segregation of the aggregate aircraft costs into separate components to be depreciated over the useful life of the aircraft and those that require overhaul at periodic intervals. When an aircraft is initially purchased, any amounts that are considered prepaid engine overhaul, if any, as well as a portion of the aircraft cost relating to the engine, are recorded as prepaid engine overhaul and are depreciated over a shorter expected useful life (shorter of remaining life of the engines at the time of acquisition or 7 years assumed full life of the overhauled components) than the aircraft. Additionally, any payments made under a long-term service arrangement that are applicable primarily to major maintenance activities are recorded as prepaids until such services are provided. Upon completion of the major maintenance activities, such overhaul costs are then depreciated over the expected time to the next major maintenance activities. The Company expenses routine maintenance costs as incurred. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment are stated at cost less accumulated depreciation and amortization. Expenditures for repairs and maintenance are expensed as incurred. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the assets as follows: Estimated Useful Life Transportation equipment 5-20 years Office furniture and equipment 3-10 years Leasehold improvements Shorter of remaining lease term or useful life |
Leases | Leases In accordance with Accounting Standards Update (“ASU”) 2016-02, Leases (“Topic 842”), the Company determines whether an arrangement is or contains a lease at inception. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company classifies leases at the lease commencement date, when control of the underlying asset is transferred from the lessor to the lessee, as operating or finance leases and records a right-of-use (“ROU”) asset and a lease liability on the consolidated balance sheets for all leases with a lease term of greater than one year. The Company has elected to not recognize leases with a lease term of one year or less on the balance sheet for all underlying asset classes and will recognize lease payments for such short-term leases as an expense on a straight-line basis. The Company enters into contracts that contain both lease and non-lease components. A lease component represents the right to use an underlying asset and non-lease components represent the transfer of goods or services, which typically include items such as maintenance, utilities, or other operating costs. These costs are typically variable and excluded from the measurement of right-of-use assets and lease liabilities. Variable lease payments based on an index or rate are included in the measurement of the lease based on the effective rates at lease commencement. Subsequent changes in the rates or indices do not impact the right of use asset or lease liability and are recognized as a component of variable lease cost in the consolidated statements of operations and comprehensive income (loss). The Company’s operating lease assets and liabilities are recognized at the lease commencement date based on the present value of the lease payments over the lease term using the discount rate implicit in the lease if readily determinable. If the rate implicit is not readily determinable, the Company utilizes its incremental borrowing rate based upon the available information at the lease commencement date. ROU assets are further adjusted for items such as initial direct costs, prepaid rent, or lease incentives. Operating lease payments are expensed using the straight-line method over the lease term. The Company’s lease terms may include options to extend the lease when it is reasonably certain that the Company will exercise that option. |
Asset Acquisition | Asset Acquisition The Company applies a screen test to evaluate if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets to determine whether a transaction should be accounted for as an asset acquisition or business combination. When an acquisition does not meet the definition of a business combination because either: (i) substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset, or group of similar identified assets, or (ii) the acquired entity does not have an input and a substantive process that together significantly contribute to the ability to create outputs, the Company accounts for the acquisition as an asset acquisition. If determined to be an asset acquisition, the Company accounts for the transaction under ASC Topic 805, Business Combinations, which requires the acquiring entity in an asset acquisition to recognize assets acquired and liabilities assumed based on the cost to the acquiring entity on a relative fair value basis, which includes transaction costs in addition to consideration given. No gain or loss is recognized as of the date of acquisition unless the fair value of non-cash assets given as consideration differs from the assets’ carrying amounts on the acquiring entity’s books. Consideration transferred that is non-cash will be measured based on either the cost (which shall be measured based on the fair value of the consideration given) or the fair value of the assets acquired and liabilities assumed, whichever is more reliably measurable. All payments are made in cash by the Company. Goodwill is not recognized in an asset acquisition and any excess consideration transferred over the fair value of the net assets acquired is allocated to the identifiable assets based on relative fair values. |
Intangible Assets | Intangible Assets The Company’s identifiable intangible assets consist primarily of software and Federal Aviation Administration (“FAA”) certificates. These intangible assets arise primarily from the determination of their respective fair market values at the date of acquisition. Amounts assigned to identifiable intangible assets, and their related useful lives, are derived from established valuation techniques and management estimates. Definite-lived intangible assets are amortized primarily on a straight-line basis, which the Company believes approximates the pattern in which the assets are utilized, over their estimated useful lives. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets |
Debt Issuance Costs and debt discounts | Debt Issuance Costs and debt discounts The Company borrows from various lenders to finance its growth and operations. Costs incurred in connection with financings, such as loan origination fees, investment banking fees and legal fees are classified as debt discounts if paid to the lenders and are classified as debt issuance costs if paid to the third parties. Debt discounts related to bifurcated derivatives, fees paid to the lenders and debt issuance costs are presented as a direct deduction from the related borrowing and are amortized over the expected life of the related financing agreements using the effective interest rate method as a component of interest expense. See Note 15, "Debt," for additional disclosures. |
Noncontrolling interest, Redeemable Noncontrolling Interest and Temporary Equity | Noncontrolling interest Noncontrolling interests represent ownership interests attributable to third parties in certain consolidated subsidiaries and VIEs. Noncontrolling interests are presented as a separate component of equity on the consolidated balance sheets, consolidated statements of operations and comprehensive income (loss), and consolidated statements of stockholders' equity (deficit) / members' equity (deficit) and temporary equity attributed to controlling and noncontrolling interests. Redeemable Noncontrolling Interest In connection with the Merger, see Note 3, "Merger," the former holders (the "Existing Equityholders") of units of ownership interest in LGM (the "LGM Common Units") retained post-Merger ownership interests in LGM as noncontrolling interests. Pursuant to the Amendment and Restated Operating Agreement, dated December 27, 2023 (the "Operating Agreement"), upon the first anniversary of the Closing Date, the Existing Equityholders may redeem all or a portion of their LGM Common Units for either (a) shares of the Company's Class A common stock (“flyExclusive Class A Common Stock” or the “Class A Common Stock”) or b) an equivalent amount of cash as determined pursuant to the Operating Agreement. While the Company determines whether redemption settlement is for cash or shares, settlement is not considered within the sole control of the Company as the holders of the Company's Class B common stock (“flyExclusive Class B Common Stock” or the “Class B Common Stock) will designate a majority of the members of the Company's board of directors (the "Board"). Since redemption for cash is not considered within the sole control of the Company, the noncontrolling interest is classified as temporary equity in accordance with ASC 480-10-S99-3(A)(2). For periods when the noncontrolling interest is probable of becoming redeemable (but is not currently redeemable), the Company will accrete changes in its redemption value from the date it becomes probable that it will become redeemable (the Closing Date) to its earliest redemption date (first anniversary of the Closing Date). This measurement method is in accordance with ASC 480-10-S99-3(A)15a. The Company will adjust the carrying value of the redeemable noncontrolling interest based on the higher of (1) the initial carrying value, increased or decreased for the redeemable noncontrolling interest's share of net income or loss, or (2) the redemption value. The Company is required to either (1) accrete changes in the redemption value over the period from the date of issuance to the earliest redemption date of the instrument using an appropriate methodology, usually the interest method, or (2) recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. The Company has elected to accrete changes in the redemption value over the period from the date of issuance (the Closing Date) to the earliest redemption date (the one year anniversary of the Closing Date) using the interest method. Any change in the carrying value of the redeemable noncontrolling interest will be recorded against additional paid-in capital. Noncontrolling interest Noncontrolling interests represent ownership interests attributable to third parties in certain consolidated subsidiaries and VIEs. Noncontrolling interests are presented as a separate component of equity on the condensed consolidated balance sheets (unaudited), condensed consolidated statements of operations and comprehensive income (loss) (unaudited), and condensed consolidated statements of shareholders' equity (deficit) / members' equity (deficit) and temporary equity (unaudited) attributed to controlling and noncontrolling interests. Redeemable Noncontrolling Interest In connection with the Merger, see Note 4 "Merger", the former holders (the "Existing Equityholders") of units of ownership interest in LGM (the "LGM Common Units") retained post-Merger ownership interests in LGM as noncontrolling interests. Pursuant to the Amendment and Restated Operating Agreement, dated December 27, 2023 (the "Operating Agreement"), upon the first anniversary of the Closing Date, the Existing Equityholders may redeem all or a portion of their LGM Common Units for either (a) shares of the Company's Class A common stock (“flyExclusive Class A Common Stock” or the “Class A Common Stock”) or b) an equivalent amount of cash as determined pursuant to the Operating Agreement. While the Company determines whether redemption settlement is for cash or shares, settlement is not considered within the sole control of the Company as the holders of the Company's Class B common stock (“flyExclusive Class B Common Stock” or the “Class B Common Stock) will designate a majority of the members of the Company's board of directors (the "Board"). Since redemption for cash is not considered within the sole control of the Company, the noncontrolling interest is classified as temporary equity in accordance with ASC 480-10-S99-3(A)(2). For periods when the noncontrolling interest is probable of becoming redeemable (but is not currently redeemable), the Company will accrete changes in its redemption value from the date it becomes probable that it will become redeemable (the Closing Date) to its earliest redemption date (first anniversary of the Closing Date). This measurement method is in accordance with ASC 480-10-S99-3(A)15a. The Company will adjust the carrying value of the redeemable noncontrolling interest based on the higher of (1) the initial carrying value, increased or decreased for the redeemable noncontrolling interest's share of net income or loss, or (2) the redemption value. The Company is required to either (1) accrete changes in the redemption value over the period from the date of issuance to the earliest redemption date of the instrument using an appropriate methodology, usually the interest method, or (2) recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. The Company has elected to accrete changes in the redemption value over the period from the date of issuance (the Closing Date) to the earliest redemption date (the one year anniversary of the Closing Date) using the interest method. Any change in the carrying value of the redeemable noncontrolling interest will be recorded against additional paid-in capital to the extent available, with the excess recorded against accumulated deficit within equity. Temporary Equity |
Aircraft Sales and Aircraft Held for Sale and Contract Acquisition Costs | Deferred Revenue The Company manages Jet Club Memberships, Guaranteed Fleet, MRO, and Fractional Ownership programs. These programs require deposits for future flight services. Consideration received in excess of revenue earned results in deferred revenue and is recorded as a liability in the consolidated balance sheets. See Note 14, "Other Non-Current Liabilities," and Note 6, "Revenue," below for additional disclosures regarding deferred revenue related to these programs. Revenue Recognition Revenue is recognized when the promised services are performed and in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services using the following steps: 1) identification of the contract, or contracts with a customer, 2) identification of performance obligations in the contract, 3) determination of the transaction price, 4) allocation of the transaction price to the performance obligations in the contract and 5) recognition of revenue when or as the performance obligations are satisfied. Determining the transaction price may require significant judgment and is determined based on the consideration the Company expects to be entitled to in exchange for transferring services to the customer, excluding amounts collected on behalf of third parties such as sales taxes. During the years ended December 31, 2023 and 2022, the Company earned revenue primarily from the programs below: Jet Club Membership Jet Club members are guaranteed access to the Company’s fleet of light, midsize and super-midsize aircraft in exchange for membership fees. New members pay a deposit, up to a maximum of $500, depending on their level of membership. Membership levels determine the daily rate a member is charged for future flights. Incidental fees are also applied against members’ accounts. The initial and any subsequent deposits are non-refundable and must be used for the monthly membership fee or for future flight services. These customer deposits are included in deferred revenue on the consolidated balance sheets until used by the customer. The membership services performance obligation is satisfied over time on a monthly basis. Revenue for flights and related services is recognized when such services are provided to the customer at a point in time. Guaranteed Revenue Program The Company launched a guaranteed revenue program with a single customer on November 1, 2021. Under this program, the Company serves as an on-demand charter air carrier and guarantees the services of a specified fleet of aircraft as directed by the customer. The term of the agreement is for a minimum of 28 months, which includes a drawdown period of 10 months if the agreement is terminated. The agreement will continue indefinitely unless terminated by either party. The Company requires a deposit of $1,250 per reserved aircraft. These deposits are included within Other non-current liabilities on the consolidated balance sheets. The customer is charged hourly rates for flight services depending on aircraft type in addition to incidental fees. The customer is committed to a minimum number of flight hours per aircraft and a minimum number of aircraft. Revenue is recognized using the right-to-invoice practical expedient. The guaranteed minimum is enforceable and billable on a quarterly basis. As a result of the termination of this program as described in Note 22, "Commitments and Contingencies," below, the Company has recognized the remaining deposits as revenue during the year ended December 31, 2023, and therefore, the Guaranteed Revenue Program deposits balance was zero as of December 31, 2023. See Note 14, "Other Non-Current Liabilities." Fractional Ownership The fractional revenue stream involves a customer purchasing a fractional ownership interest in an aircraft for a contractual term of up to 5 years. Customers have the right to flight and membership services from a fleet of aircraft, including the aircraft they have fractionally purchased. Customers are charged for flight services as incurred based on agreed upon daily and hourly rates in addition to the upfront fractional ownership purchase price. At the end of the contractual term, the Company has the unilateral right to repurchase the fractional interest. In certain contracts the customer can require the Company to repurchase their ownership interest after a fixed period of time but prior to the contractual termination date of the contract. The repurchase price, whether at the contractual termination date or at the specified earlier date, is calculated as follows: 1) the fair market value of the aircraft at the time of repurchase, 2) multiplied by the fractional ownership percentage, 3) less a remarketing fee. At the time of repurchase, all fractional ownership interests revert to the Company, and all rights to flight and membership services are relinquished. The Company assessed whether these repurchase agreements result in a lease contract under the scope of ASC 842 but determined that they are revenue contracts under the scope of ASC 606 since the repurchase price is lower than the original selling price, and the customer does not have a significant economic incentive to exercise the put option. Further, the fractional ownership sales are accounted for as containing a right of return and the resulting liability is included within Other non-current liabilities on the consolidated balance sheets. The consideration from the fractional ownership interest, as adjusted for any related customer right of return, is included in deferred revenue on the consolidated balance sheets and recognized over the term of the contract on a straight-line basis as the membership services are provided. Variable consideration generated from flight services is recognized in the period of performance. Maintenance Repair and Overhaul The Company separately provides maintenance, repair and overhaul services for aircraft owners and operators at certain facilities. MRO ground services are comprised of a single performance obligation for aircraft maintenance services such as modifications, repairs and inspections. MRO revenue is recognized over time based on the cost of parts and supplies inventory consumed and labor hours worked for each service provided. Any billing for MRO services that exceeds revenue earned to date is included in deferred revenue on the consolidated balance sheets. Aircraft Sales Contract Acquisition Costs The Company pays commissions on deposits from new and recurring Jet Club member contracts. These commissions are contract acquisition costs that are capitalized as an asset on the consolidated balance sheets as these are incremental amounts directly related to attaining contracts with customers. Capitalized sales commissions were $1,315 and $1,053 during the years ended December 31, 2023 and 2022, respectively. As of December 31, 2023 and December 31, 2022, contract acquisition costs of $514 and $290, respectively, were included within Prepaid expenses and other current assets and $631 and $484, respectively, were included within Other non-current assets on the consolidated balance sheets. Capitalized contract costs are periodically reviewed for impairment. Capitalized contract costs are amortized on a straight-line basis concurrently over the same period of benefit in which the associated revenue is recognized. Amortization expense related to capitalized contract costs included in selling, general, and administrative expense in the consolidated statements of operations and comprehensive income (loss) was $827 and $653 during the years ended December 31, 2023 and 2022, respectively. Customer Deposits Liability The Company receives customer deposits from certain customers in connection with the Guaranteed Revenue Program. Under this program, the Company reserves a fleet of aircraft for these customers and requires the customer to make an upfront deposit of $1,250 per aircraft reserved. The Company expects to refund these deposits after each aircraft is drawn down from the fleet. Additionally, the Company receives customer deposits related to the Fractional Ownership program and is required to repurchase the ownership interests it sells in fractional ownership contracts either at the end of the contract term or if the customer exercises its right of return option. See Note 14, "Other Non-Current Liabilities," for additional disclosures regarding customer deposits from these guaranteed revenue programs and fractional ownership contracts as of December 31, 2023 and 2022. Aircraft Sales and Aircraft Held for sale The Company occasionally sells aircraft held for use from its fleet. The (gain) or loss from each transaction is recognized upon completion of the sale as a loss (gain) on aircraft held for sale on the condensed consolidated statements of operations and comprehensive income (loss) (unaudited). Loss (gain) on aircraft held for sale consists of the (gain) or loss on aircraft previously held for use as property and equipment and subsequently elected to actively market for sale. When a decision is made to actively market for sale, depreciation is discontinued, and aircraft held for sale is recorded at the lower of carrying value and fair value less costs to sell. We present aircraft assets held for sale at the lower of their current carrying value or their fair market value less costs to sell including $15,227 classified within “Current assets” and $6,744 classified within "non current assets" on the Company’s condensed consolidated balance sheets (unaudited) as of June 30, 2024. The fair values are based upon observable and unobservable inputs, including market trends and conditions. The assumptions used to determine the fair value of the assets held for sale are subject to inherent uncertainty and could produce a wide range of outcomes which the Company will continue to monitor in future periods as new information becomes available. Prior to the ultimate sale of the assets, subsequent changes in the estimate of the fair value of the assets held for sale will be recorded as a (gain) or loss with a corresponding adjustment to the assets’ carrying value. Contract Acquisition Costs The Company pays commissions on deposits from new and recurring Jet Club member contracts. These commissions are contract acquisition costs that are capitalized as an asset on the condensed consolidated balance sheets (unaudited) as these are incremental amounts directly related to attaining contracts with customers. Sales commissions capitalized were $283 and $536 during the three and six months ended June 30, 2024, respectively, and $211 and $543 during the three and six months ended June 30, 2023. As of June 30, 2024 and December 31, 2023, contract acquisition costs of $546 and $514, respectively, were included within Prepaid expenses and other current assets and $704 and $631, respectively, were included within Other non-current assets on the condensed consolidated balance sheets (unaudited). Capitalized contract costs are amortized on a straight-line basis concurrently over the same period of benefit in which the associated revenue is recognized. Amortization expense related to capitalized contract costs included in selling, general, and administrative expense in the condensed consolidated statements of operations and comprehensive income (loss) (unaudited) was $272 and $547 during the three and six months ended June 30, 2024, respectively, and $184 and $339 during the three and six months ended June 30, 2023, respectively. |
Stock-Based Compensation | Stock-Based Compensation In connection with the Merger, the Board approved the flyExclusive, Inc. 2023 Equity Incentive Plan, on November 10, 2023 (the "Incentive Plan Effective Date"), at which time the plan became effective, subject to approval by the stockholders of the Company within 12 months. The plan was subsequently approved by the stockholders on December 18, 2023. The 2023 Equity Incentive Plan provides for the grant of options, stock appreciation rights, dividend equivalent rights, restricted stock, restricted stock units, or other rights or benefits to employees, directors and consultants. In connection with the Merger, the Board approved the flyExclusive, Inc. Employee Stock Purchase Plan (the “ESPP”), on November 10, 2023 (the "ESPP Effective Date"), at which time the plan became effective, subject to stockholder approval. The plan was subsequently approved by the stockholders on December 18, 2023. The ESPP provides eligible employees with a means of acquiring an equity interest in the Company through payroll deductions. The aggregate number of shares of common stock reserved for future employee purchases under the ESPP is 1,500,000 shares. The ESPP will expire on October 31, 2033, unless sooner terminated by the Board, or when all available shares have been purchased. As of December 31, 2023, no shares had been purchased by employees under the ESPP. The Company accounts for stock-based compensation in accordance with ASC 718, Compensation—Stock Compensation (“ASC 718”). ASC 718 requires that the cost of awards of equity instruments offered in exchange for services, be measured based on the grant-date fair value of the award. Stock-based compensation expense is recognized over the requisite service period using the straight-line method with forfeitures accounted for as they occur. See Note 19, "Stock-based Compensation," for additional information regarding stock-based compensation, the ESPP and the 2023 Equity Incentive Plan. |
Earnings per Share | Earnings per Share The Company computes earnings (net loss) per share in accordance with ASC 260, Earnings per Share. Basic earnings (net loss) per share is calculated by dividing net income (loss) available to common stockholders by the weighted-average number of shares of common stock outstanding during each period. Diluted earnings per share is computed by dividing net income available to common stockholders by the weighted-average number of shares of common stock, common stock equivalents, and other potentially dilutive securities, if any, outstanding during the period. On December 27, 2023, EGA and LGM consummated the Merger pursuant to the Equity Purchase Agreement, which significantly altered the Company's capital structure. Prior to the closing of the Merger, the legal structure of LGM was a limited liability company with ownership interests consisting of members' units. Application of an exchange ratio of members' units for shares of common stock for periods prior to the Merger would not be representative of the capital structure of the Company after the Merger. As such, the Company determined that an exchange ratio should not be applied to periods before the Merger and therefore earnings (net loss) per unit for periods prior to the Merger should not be presented as it would not provide a meaningful comparison with earnings (net loss) per share for periods after the Merger. See Note 3, "Merger," for further discussion. Additionally, the Company determined that the presentation of earnings (net loss) per share for the five-day period from the Closing Date to December 31, 2023 would not be meaningful due to the shortness of this period. Therefore, earnings (net loss) per share information has not been presented for any period in these consolidated financial statements. |
Income Taxes | Income Taxes We account for income taxes using the asset and liability method. Deferred tax assets and liabilities reflect the expected future consequences of temporary differences between the financial reporting and tax bases of assets and liabilities as well as operating losses, capital losses, and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates that are expected to be in effect when these differences are anticipated to reverse. Management makes estimates, assumptions, and judgments to determine our provision for income taxes, deferred tax assets and liabilities, and any valuation allowance recorded against deferred tax assets. We assess the likelihood that our deferred tax assets will be recovered from future taxable income and, to the extent we believe, 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, we establish a valuation allowance. We recognize the tax benefit from an uncertain tax position only if it is more likely than not the tax position will be sustained upon examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. Interest and penalties related to unrecognized tax benefits are recognized within income tax expense on the consolidated statements of operations and comprehensive income (loss). |
Excise Tax | Excise Tax In accordance with the Inflation Reduction Act of 2022, the Company records a liability for the expected excise tax obligation at the end of each reporting period. In general, the excise tax liability is calculated as 1% multiplied by the difference between the following: 1) the fair value of the repurchases/redemptions of shares during the period less 2) the fair value of share issuances during the period. The offset to excise tax liability is a reduction to retained earnings (if an entity has retained earnings as opposed to an accumulated deficit) or a reduction to additional paid-in capital in the absence of retained earnings. As the Company has an accumulated deficit as of December 31, 2023, the offset to the excise tax liability has been recorded as a reduction to additional paid-in capital in the consolidated balance sheet as of December 31, 2023. |
Nonmonetary Transactions | Nonmonetary Transactions From time to time, the Company enters into arrangements with their employees to provide a specified amount of flight time as part of their compensation. The Company records these nonmonetary transactions at the estimated fair value of the flights using the Standard Industry Fare Level. As the employees utilizes the flight time the Company provides, an expense is recognized in the period the flight hours are consumed. |
Advertising Expense | Advertising Expense |
Recently Adopted Accounting Pronouncements and Recently Issued Accounting Standards Not Yet Adopted | Recently Adopted Accounting Pronouncements In June 2016, the Financial Accounting Standards Board ("FASB") issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326) (“ASU 2016-13”), which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost. ASU 2016-13 became effective for the Company for annual and interim reporting periods beginning after December 15, 2022. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements. In March 2020, the FASB issued ASU 2020-03, “Codification Improvements to Financial Instruments” (“ASU 2020-03”). ASU 2020-03 improves and clarifies various financial instruments topics. ASU 2020-03 includes seven different issues that describe the areas of improvement and the related amendments to GAAP, intended to make the standards easier to understand and apply by eliminating inconsistencies and providing clarifications. The Company adopted ASU 2020-03 upon issuance, which did not have a material effect on the Company’s current financial position, results of operations or financial statement disclosures. In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting”, which provides optional expedients and exceptions for a period of time to ease the potential burden in accounting for the transition from reference rates that are expected to be discontinued. Regulators and market participants in various jurisdictions have undertaken efforts to eliminate certain reference rates and introduce new reference rates that are based on a larger and more liquid population of observable transactions. The amendments in this update apply only to contracts, hedging relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The expedients and exceptions provided by the amendments do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022, except for hedging relationships existing as of December 31, 2022, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship. In January 2021, the FASB issued clarification on the scope of relief related to the reference rate reform. In December 2022, the FASB extended the period of time entities can use the reference rate reform relief guidance by two years which defers the sunset date from December 31, 2022 to December 31, 2024. The Company adopted this ASU in fiscal 2023 and it had no impact on its consolidated financial statements. Recently Issued Accounting Standards Not Yet Adopted In August 2020, the FASB issued ASU 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)” (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The ASU is part of the FASB’s simplification initiative, which aims to reduce unnecessary complexity in U.S. GAAP. The ASU’s amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The Company is currently evaluating the impact ASU 2020-06 will have on its consolidated financial statements. In March 2023, the FASB issued ASU 2023-01, which amends the application of ASU 2016-02, Leases (Topic 842), related to leases with entities under common control, also referred to as common control leases. The amendments to this update require an entity to consider the useful life of leasehold improvements associated with common control leases from the perspective of the common control group and amortize the leasehold improvements over the useful life of the assets to the common control group, instead of the term of the lease. Any remaining value for the leasehold improvement at the end of the lease would be adjusted through equity. The standard is effective for fiscal years beginning after December 15, 2023, with early adoption permitted. The adoption is not expected to have a material impact on the Company’s consolidated financial statements. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) (“ASU 2023-07”), which enhances the segment disclosure requirements for public entities on an annual and interim basis. Under this proposal, public entities will be required to disclose significant segment expenses that are regularly provided to the chief operating decision maker (the “CODM”) and included within each reported measure of segment profit or loss. Additionally, current annual disclosures about a reportable segment’s profit or loss and assets will be required on an interim basis. Entities will also be required to disclose information about the CODM’s title and position at the Company along with an explanation of how the CODM uses the reported measures of segment profit or loss in their assessment of segment performance and deciding whether how to allocate resources. Finally, ASU 2023-07 requires all segment disclosures for public entities, even those with a single reportable segment. The amendments in ASU 2023-07 will become effective on a retrospective basis for annual disclosures for fiscal years beginning after December 15, 2023, with interim period disclosures required effective for fiscal years beginning after December 15, 2024. Early adoption of ASU 2023-07 is permitted. The Company is currently evaluating the impact ASU 2023-07 will have on its consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09"). ASU 2023-09 modifies the reporting requirements for income tax disclosures related to effective tax rates and cash income taxes paid. Pursuant to ASU 2023-09, public business entities are required to disclose certain categories in the income tax rate reconciliation, as well as additional information for reconciling items that meet a specific quantitative threshold. Additionally, ASU 2023-09 requires annual disclosures of income taxes paid for all entities, including the amount of income taxes paid, net of refunds received, disaggregated by federal, state, and foreign jurisdictions. The standard is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of ASU 2023-09 on its consolidated financial statements. Recently Adopted Accounting Pronouncements In August 2020, the FASB issued ASU 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)” (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The ASU is part of the FASB’s simplification initiative, which aims to reduce unnecessary complexity in U.S. GAAP. The ASU’s amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The Company adopted this ASU in fiscal 2024 and it did not have a material effect on the Company's condensed consolidated financial statements. In March 2023, the FASB issued ASU 2023-01, which amends the application of ASU 2016-02, "Leases (Topic 842)", related to leases with entities under common control, also referred to as common control leases. The amendments to this update require an entity to consider the useful life of leasehold improvements associated with common control leases from the perspective of the common control group and amortize the leasehold improvements over the useful life of the assets to the common control group, instead of the term of the lease. Any remaining value for the leasehold improvement at the end of the lease would be adjusted through equity. The standard is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The Company adopted this ASU in fiscal 2024 and it did not have a material effect on the Company's condensed consolidated financial statements. Recently Issued Accounting Standards Not Yet Adopted In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) (“ASU 2023-07”), which enhances the segment disclosure requirements for public entities on an annual and interim basis. ASU 2023-07 requires an entity to disclose significant segment expenses regularly provided to the chief operating decision maker, a description of "other segment items," the title and position of the chief operating decision maker, and allows for more than one measure of a segment's profit or loss if used by the chief operating decision maker. The update also enhances interim disclosure requirements and requirements for entities with a single reportable segment. The amendments in ASU 2023-07 will become effective on a retrospective basis for annual disclosures for fiscal years beginning after December 15, 2023, with interim period disclosures required effective for fiscal years beginning after December 15, 2024. Early adoption of ASU 2023-07 is permitted. The Company is currently evaluating the impact ASU 2023-07 will have on its condensed consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09"). ASU 2023-09 enhances the disclosures surrounding income taxes, specifically in relation to the rate reconciliation table and income taxes paid. The standard is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of ASU 2023-09 on its condensed consolidated financial statements. |
Variable Interest Entities | Management analyzes the Company’s variable interests including loans, guarantees, and equity investments, to determine if the Company has any variable interests in these entities. This analysis includes both qualitative and quantitative reviews. Qualitative analysis is based on an evaluation of the design and primary risk of these entities, their organizational structures including decision making abilities, and financial and contractual agreements. Quantitative analysis is based on these entities’ equity interests and investment. The Company determined it has variable interests in the paint entity and SAEs with Equity as a result of its equity interest in these entities. For those SAEs without Equity that the Company has a (a) lease agreement for the aircraft which is the primary asset of these entities (the “lessor SAEs without Equity”), and (b) either (i) has a call option and/or (ii) a lessor put option for a fixed purchase price, it is determined that the Company has variable interests in the lessor SAEs without Equity. The Company then determines whether the entities that the Company has variable interests in are VIEs. ASC Topic 810, Consolidation, defines a VIE as an entity that either (i) lacks sufficient equity to finance its activities without additional subordinated financial support from other parties; or (ii) whose equity holders, as a group, lack the characteristics of a controlling financial interest. Paint entity, SAEs with Equity and lessor SAEs without Equity are VIEs as they met at least one of the criteria above. A VIE is consolidated by its primary beneficiary, which is defined as the party who has a controlling financial interest in the VIE through (a) power to direct the activities of the VIE that most significantly affect the VIE’s economic performance, and (b) obligation to absorb losses or right to receive benefits of the VIE that could be significant to the VIE. The Company uses qualitative and quantitative analyses to determine if it is the primary beneficiary of VIEs including evaluation of (a) the purpose and design of the VIE, and (b) activities that most significantly impact economic performance of the VIE. The Company also determines how decisions about significant activities are made in the VIE and the party or parties that make them. The Company determined that it is the primary beneficiary of these VIEs because it acts as manager of the entities’ aircraft or retains control of the entity through terms in the leases, thereby giving it the power to direct activities of the entities that most significantly impact its economic performance. In addition, the Company either (a) has obligations to the losses of the VIEs and the right to receive benefits from the VIEs that could potentially be significant to the entities as a result of its equity interests, or (b) is deemed to have a controlling financial interest in the VIEs due to the other equity holders of these VIEs, as a group, lacking the characteristics of a controlling financial interest. Management analyzes the Company’s variable interests including loans, guarantees, and equity investments, to determine if the Company has any variable interests in these entities. This analysis includes both qualitative and quantitative reviews. Qualitative analysis is based on an evaluation of the design and primary risk of these entities, their organizational structures including decision making abilities, and financial and contractual agreements. Quantitative analysis is based on these entities’ equity interests and investment. The Company determined it has variable interests in the paint entity and SAEs with Equity as a result of its equity interest in these entities. For those SAEs without Equity that the Company has a (a) lease agreement for the aircraft which is the primary asset of these entities (the “lessor SAEs without Equity”), and (b) either (i) has a call option and/or (ii) a lessor put option for a fixed purchase price, it is determined that the Company has variable interests in the lessor SAEs without Equity. The Company then determines whether the entities that the Company has variable interests in are VIEs. ASC Topic 810, Consolidation, defines a VIE as an entity that either (i) lacks sufficient equity to finance its activities without additional subordinated financial support from other parties; or (ii) whose equity holders, as a group, lack the characteristics of a controlling financial interest. Paint entity, SAEs with Equity and lessor SAEs without Equity are VIEs as they met at least one of the criteria above. A VIE is consolidated by its primary beneficiary, which is defined as the party who has a controlling financial interest in the VIE through (a) power to direct the activities of the VIE that most significantly affect the VIE’s economic performance, and (b) obligation to absorb losses or right to receive benefits of the VIE that could be significant to the VIE. |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Schedule of Property and Equipment Useful Lives | Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the assets as follows: Estimated Useful Life Transportation equipment 5-20 years Office furniture and equipment 3-10 years Leasehold improvements Shorter of remaining lease term or useful life Property and equipment, net consisted of the following: December 31, December 31, Transportation equipment $ 311,584 $ 294,846 Office furniture and equipment 3,131 2,591 Leasehold improvements 2,306 137 Construction in progress 147 447 Deposits on transportation equipment 23,923 29,729 341,091 327,750 Less: Accumulated depreciation (87,115) (75,057) Property and equipment, net $ 253,976 $ 252,693 Property and equipment, net consisted of the following: June 30, December 31, Transportation equipment $ 316,859 $ 311,584 Office furniture and equipment 3,147 3,131 Leasehold improvements 2,306 2,306 Construction in progress 236 147 Deposits on transportation equipment 15,746 23,923 338,294 341,091 Less: Accumulated depreciation (86,818) (87,115) Property and equipment, net $ 251,476 $ 253,976 |
Merger (Tables)
Merger (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Reverse Recapitalization [Abstract] | |
Schedule of Reverse Recapitalization | The following table presents the total flyExclusive Common Stock outstanding immediately after the closing of the Merger: Number of Shares Exchange of EGA Class A Common stock subject to possible redemption for flyExclusive Class A common stock 1,306,922 Exchange of EGA Class A common stock not subject to possible redemption held by EGA Sponsor for flyExclusive Class A common stock 5,624,000 Exchange of EGA Class B common stock held by EGA Sponsor for flyExclusive Class A common stock 1,000 Exchange of EGA public warrants for flyExclusive Class A common stock 95,333 Subtotal - Merger, net of redemptions 7,027,255 flyExclusive Class B common stock held by LGM Existing Equityholders 59,930,000 Conversion of Bridge Notes held by affiliates of EGA Sponsor into shares of flyExclusive Class A common stock 8,326,712 Conversion of Bridge Notes held by non-affiliates into shares of flyExclusive Class A common stock 1,223,562 flyExclusive Class A common stock held by third party in accordance with execution of Non-Redemption Agreement 70,000 Total - flyExclusive Class A common stock and Class B common stock outstanding as a result of Merger 76,577,529 The following table presents the total flyExclusive Common Stock outstanding immediately after the closing of the Merger: Number of Shares Exchange of EGA Class A Common stock subject to possible redemption for flyExclusive Class A common stock 1,306,922 Exchange of EGA Class A common stock not subject to possible redemption held by EGA Sponsor for flyExclusive Class A common stock 5,624,000 Exchange of EGA Class B common stock held by EGA Sponsor for flyExclusive Class A common stock 1,000 Exchange of EGA public warrants for flyExclusive Class A common stock 95,333 Subtotal - Merger, net of redemptions 7,027,255 flyExclusive Class B common stock held by LGM Existing Equityholders 59,930,000 Conversion of Bridge Notes held by affiliates of EGA Sponsor into shares of flyExclusive Class A common stock 8,326,712 Conversion of Bridge Notes held by non-affiliates into shares of flyExclusive Class A common stock 1,223,562 flyExclusive Class A common stock held by third party in accordance with execution of Non-Redemption Agreement 70,000 Total - flyExclusive Class A common stock and Class B common stock outstanding as a result of Merger 76,577,529 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities | The following tables present the Company’s fair value hierarchy for its assets and liabilities that are measured at fair value on a recurring basis and indicate the level within the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value: Fair Value Measurements at (In thousands) Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market mutual funds $ 887 $ — $ — $ 887 Short-term investments 849 70,381 — 71,230 $ 1,736 $ 70,381 $ — $ 72,117 Liabilities: Warrant liability - public warrants $ 1,555 $ — $ — $ 1,555 Warrant liability - private placement warrants — 953 — 953 $ 1,555 $ 953 $ — $ 2,508 Fair Value Measurements at (In thousands) Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market mutual funds $ 515 $ — $ — $ 515 Short-term investments — 69,448 — 69,448 $ 515 $ 69,448 $ — $ 69,963 Liabilities: Derivative liability $ — $ — $ 971 $ 971 $ — $ — $ 971 $ 971 The following tables present the Company’s fair value hierarchy for its assets and liabilities that are measured at fair value on a recurring basis and indicate the level within the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value: Fair Value Measurements at Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market mutual funds $ 1,750 $ — $ — $ 1,750 Investments in Securities 842 68,589 — 69,431 $ 2,592 $ 68,589 $ — $ 71,181 Liabilities: Warrant liability - public warrants $ 1,399 $ — $ — $ 1,399 Warrant liability - private placement warrants — 2,405 — 2,405 Warrant liability - penny warrants — — 1,422 1,422 $ 1,399 $ 2,405 $ 1,422 $ 5,226 Fair Value Measurements at Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market mutual funds $ 887 $ — $ — $ 887 Investments in Securities 849 70,381 — 71,230 $ 1,736 $ 70,381 $ — $ 72,117 Liabilities: Warrant liability - public warrants $ 1,555 $ — $ — $ 1,555 Warrant liability - private placement warrants — 953 — 953 $ 1,555 $ 953 $ — $ 2,508 |
Schedule of Valuation Assumptions | The fair value of the derivative liability as of October 17, 2022 and December 27, 2023 was determined using the following assumptions: October 17, 2022 Exchange closing price $ 9.82 Contractual conversion price $ 10.00 Risk-free rate 4.3 % Estimated volatility 4.5 % December 27, 2023 Exchange closing price $ 11.98 Contractual conversion price $ 10.00 Risk-free rate 5.6 % Estimated volatility 15.1 % The fair value of the Penny Warrant liability as of March 4, 2024 and June 30, 2024 was determined utilizing a Monte Carlo simulation valuation method, using the following inputs and assumptions: $ in thousands, except for Stock price, Strike price, and share amounts March 4, 2024 Warrant Shares 1,304,907 Aggregate Value Cap $ 11,250 Stock price $ 15.49 Strike price $ 0.01 Term (in years) 5 years Volatility 95.0 % Risk free rate 4.2 % Dividend Rate — % $ in thousands, except for Stock price, Strike price, and share amounts June 30, 2024 Warrant Shares 1,270,242 Aggregate Value Cap $ 11,250 Stock price $ 4.03 Strike price $ 0.01 Term (in years) 4.7 years Volatility 115.0 % Risk free rate 4.4 % Dividend Rate — % |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | The following table shows the change in the fair value of the derivative liability for the year ended December 31, 2023 and December 31, 2022: (In thousands) Amount Balance as of December 31, 2021 $ — Issuance of derivative instrument $ 1,441 Change in fair value of derivative liability $ (470) Balance as of December 31, 2022 $ 971 Change in fair value of derivative liability 14,589 Derecognition of derivative liability $ (15,560) Balance as of December 31, 2023 $ — |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Variable Interest Entities | The Company’s consolidated balance sheets include the following assets and liabilities of these VIEs: (In thousands) December 31, December 31, Cash $ 805 $ 1,041 Property and equipment, net 69,815 63,913 Long-term notes payable, current portion 3,087 5,841 Long-term notes payable, non-current portion 37,404 40,562 The Company’s consolidated statements of operations and comprehensive income (loss) include the following expenses of these VIEs: Year Ended December 31, (In thousands) 2023 2022 Interest expense $ 2,147 $ 1,533 Depreciation and amortization 7,519 7,098 The Company’s condensed consolidated balance sheets (unaudited) include the following assets and liabilities of these VIEs: June 30, December 31, Cash $ 837 $ 805 Property and equipment, net 66,312 69,815 Long-term notes payable, current portion 4,722 3,087 Long-term notes payable, non-current portion 34,193 37,404 The Company’s condensed consolidated statements of operations and comprehensive income (loss) (unaudited) include the following expenses of these VIEs: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Interest expense $ 497 $ 529 $ 1,009 $ 1,049 Depreciation and amortization 1,751 2,004 3,503 3,944 |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue by Service Type | The following table disaggregates revenue by service type and the timing of when these services are provided to the member or customer: Year Ended December 31, (In thousands) 2023 2022 Services transferred at a point in time: Flights $ 303,299 $ 314,039 Services transferred over time: Memberships 5,458 3,939 MRO 4,606 1,556 Fractional ownership purchase price 1,999 508 $ 315,362 $ 320,042 The following table disaggregates revenue by service type and the timing of when these services are provided to the member or customer: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Services transferred at a point in time: Flights $ 74,384 $ 97,428 $ 150,504 $ 172,029 Services transferred over time: Memberships 1,339 1,437 2,806 2,915 MRO 2,244 1,113 3,734 1,817 Fractional ownership purchase price 1,046 360 1,941 609 $ 79,013 $ 100,338 $ 158,985 $ 177,370 |
Rollforward of Deferred Revenue | The following tables provide a rollforward of deferred revenue: (In thousands) Amount Balance as of December 31, 2021 $ 32,795 Revenue recognized (179,355) Revenue deferred 207,162 Balance as of December 31, 2022 60,602 Revenue recognized (185,908) Revenue deferred 219,246 Balance as of December 31, 2023 $ 93,940 The following tables provide a rollforward of deferred revenue for the six months ended June 30, 2024: Amount Balance as of December 31, 2023 $ 93,940 Revenue recognized 127,990 Revenue deferred (130,787) Balance as of June 30, 2024 $ 91,143 |
Other Receivables (Tables)
Other Receivables (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Receivables [Abstract] | |
Schedule of Other Receivables | Other receivables consisted of the following: (In thousands) December 31, December 31, Rebate receivables $ 871 $ 1,375 Federal excise tax receivable 3,079 2,506 Insurance settlement in process 298 931 Other 212 113 $ 4,460 $ 4,925 Other receivables consisted of the following: June 30, December 31, Rebate receivables $ 830 $ 871 Federal excise tax receivable 4,247 3,079 Insurance settlement in process 300 298 Other 149 212 $ 5,526 $ 4,460 |
Parts and Supplies Inventory (T
Parts and Supplies Inventory (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Parts and supplies inventory consists primarily of aircraft parts and materials and supplies. Parts and supplies inventory, net of reserve, consisted of the following: (In thousands) December 31, December 31, Aircraft parts $ 4,824 $ 3,350 Materials and supplies 318 2,522 $ 5,142 $ 5,872 June 30, December 31, Aircraft parts $ 5,537 $ 4,824 Materials and supplies 655 318 Less: inventory reserve (142) — $ 6,050 $ 5,142 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following: (In thousands) December 31, December 31, Prepaid vendor expenses $ 2,520 $ 1,717 Prepaid insurance 446 1,894 Capitalized transaction costs* — 1,233 Prepaid directors and officers insurance 2,518 — Prepaid maintenance 60 181 Prepaid non-aircraft subscriptions 113 135 MRO revenue in excess of billings 581 292 Deferred commission 514 413 $ 6,752 $ 5,865 __________________ * The capitalized transaction costs consist of advisory, legal, and other professional fees that are specific incremental costs directly attributable to the offering of securities associated with the Closing of the Merger. On the Closing Date, these capitalized transaction costs were reclassified from prepaid expenses and other current assets to a reduction to additional paid-in capital. Prepaid expenses and other current assets consisted of the following: June 30, December 31, Prepaid vendor expenses $ 2,253 $ 2,520 Prepaid insurance 243 446 Prepaid directors and officers insurance 1,259 2,518 Prepaid maintenance 7 60 Prepaid non-aircraft subscriptions 375 113 MRO revenue in excess of billings 697 581 Deferred commission 560 514 $ 5,394 $ 6,752 |
Investments in Securities (Tabl
Investments in Securities (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Marketable Securities at Cost and Fair Value | The cost and fair value of marketable securities are as follows: December 31, 2023 (In thousands) Amortized Cost Gross Unrealized Gross Unrealized Fair Value U.S. treasury bills $ 60,801 $ 131 $ — $ 60,932 Municipal bonds 9,543 148 (404) 9,287 Corporate/government bonds 477 29 — 506 Other bonds 478 27 — 505 $ 71,299 $ 335 $ (404) $ 71,230 December 31, 2022 (In thousands) Amortized Cost Gross Unrealized Gross Unrealized Fair Value U.S. treasury bills $ 59,764 $ 319 $ — $ 60,083 Municipal bonds 9,205 40 (838) 8,407 Corporate/government bonds 477 — — 477 Other bonds 478 3 — 481 $ 69,924 $ 362 $ (838) $ 69,448 The cost and fair value of marketable securities are as follows: June 30, 2024 Amortized Cost Gross Unrealized Gross Unrealized Fair Value U.S. treasury bills $ 59,783 $ 37 $ (35) $ 59,785 Municipal bonds 8,955 70 (389) 8,636 Corporate/government bonds 477 28 — 505 Other bonds 478 27 — 505 $ 69,693 $ 162 $ (424) $ 69,431 December 31, 2023 Amortized Cost Gross Unrealized Gross Unrealized Fair Value U.S. treasury bills $ 60,801 $ 131 $ — $ 60,932 Municipal bonds 9,543 148 (404) 9,287 Corporate/government bonds 477 29 — 506 Other bonds 478 27 — 505 $ 71,299 $ 335 $ (404) $ 71,230 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the assets as follows: Estimated Useful Life Transportation equipment 5-20 years Office furniture and equipment 3-10 years Leasehold improvements Shorter of remaining lease term or useful life Property and equipment, net consisted of the following: December 31, December 31, Transportation equipment $ 311,584 $ 294,846 Office furniture and equipment 3,131 2,591 Leasehold improvements 2,306 137 Construction in progress 147 447 Deposits on transportation equipment 23,923 29,729 341,091 327,750 Less: Accumulated depreciation (87,115) (75,057) Property and equipment, net $ 253,976 $ 252,693 Property and equipment, net consisted of the following: June 30, December 31, Transportation equipment $ 316,859 $ 311,584 Office furniture and equipment 3,147 3,131 Leasehold improvements 2,306 2,306 Construction in progress 236 147 Deposits on transportation equipment 15,746 23,923 338,294 341,091 Less: Accumulated depreciation (86,818) (87,115) Property and equipment, net $ 251,476 $ 253,976 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Intangible assets, net are as follows: December 31, 2023 Intangible Accumulated Intangible Weighted-Average Software - in service $ 3,486 $ (1,902) $ 1,584 3 FAA certificate 650 — 650 Indefinite Total acquired intangible assets $ 4,136 $ (1,902) $ 2,234 December 31, 2022 Intangible Accumulated Intangible Weighted-Average Software - in service $ 2,680 $ (898) $ 1,782 3 FAA certificate 650 — 650 Indefinite Total acquired intangible assets $ 3,330 $ (898) $ 2,432 Intangible assets, net are as follows: June 30, 2024 Intangible Accumulated Intangible Weighted-Average Software - in service $ 3,761 $ (2,504) $ 1,257 3 FAA certificate 650 — 650 Indefinite Total acquired intangible assets $ 4,411 $ (2,504) $ 1,907 December 31, 2023 Intangible Accumulated Intangible Weighted-Average Software - in service $ 3,486 $ (1,902) $ 1,584 3 FAA certificate 650 — 650 Indefinite Total acquired intangible assets $ 4,136 $ (1,902) $ 2,234 |
Schedule of Indefinite-Lived Intangible Assets | Intangible assets, net are as follows: December 31, 2023 Intangible Accumulated Intangible Weighted-Average Software - in service $ 3,486 $ (1,902) $ 1,584 3 FAA certificate 650 — 650 Indefinite Total acquired intangible assets $ 4,136 $ (1,902) $ 2,234 December 31, 2022 Intangible Accumulated Intangible Weighted-Average Software - in service $ 2,680 $ (898) $ 1,782 3 FAA certificate 650 — 650 Indefinite Total acquired intangible assets $ 3,330 $ (898) $ 2,432 Intangible assets, net are as follows: June 30, 2024 Intangible Accumulated Intangible Weighted-Average Software - in service $ 3,761 $ (2,504) $ 1,257 3 FAA certificate 650 — 650 Indefinite Total acquired intangible assets $ 4,411 $ (2,504) $ 1,907 December 31, 2023 Intangible Accumulated Intangible Weighted-Average Software - in service $ 3,486 $ (1,902) $ 1,584 3 FAA certificate 650 — 650 Indefinite Total acquired intangible assets $ 4,136 $ (1,902) $ 2,234 |
Schedule of Estimated Amortization Expense | The following is a schedule of estimated amortization expense for the following periods: Fiscal Year Amount 2024 $ 1,040 2025 383 2026 161 2027 — 2028 — Thereafter — $ 1,584 The following is a schedule of estimated amortization expense for the following periods: Fiscal Year Amount Remainder of 2024 $ 506 2025 474 2026 252 2027 25 2028 — Thereafter — $ 1,257 |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Other Current Liabilities | Other current liabilities consisted of the following: December 31, December 31, Accrued vendor payments $ 6,386 $ 4,510 Accrued ERC payments 9,044 8,909 Accrued underwriter fees 1,500 — Accrued directors and officers insurance 2,518 — Accrued employee-related expenses 7,751 6,473 Accrued engine expenses 4 1,139 Accrued tax expenses 746 526 Accrued interest 569 92 Other 187 128 $ 28,705 $ 21,777 Other current liabilities consisted of the following: June 30, December 31, Accrued vendor payments $ 6,073 $ 6,386 Accrued ERC payments 9,044 9,044 Accrued underwriter fees — 1,500 Accrued directors and officers insurance — 2,518 Accrued employee-related expenses 8,192 7,751 Accrued engine expenses 100 4 Accrued tax expenses 518 746 Accrued interest 440 569 Other 78 187 $ 24,445 $ 28,705 |
Other Non-Current Liabilities (
Other Non-Current Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Other Noncurrent Liabilities | Other non-current liabilities consisted of the following: December 31, December 31, Guaranteed revenue program deposits $ — $ 37,500 Fractional ownership deposits 16,686 3,636 PPP loan — 339 Other 26 28 $ 16,712 $ 41,503 Other non-current liabilities consisted of the following: June 30, December 31, Fractional ownership deposits $ 23,102 $ 16,686 Other — 26 $ 23,102 $ 16,712 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Outstanding Short-Term Notes Payable | The components of the Company’s outstanding Short-term notes payable consisted of the following: Weighted December 31, December 31, Short-term notes payable Bank 2 7.5 % 14,400 3,756 Less: Unamortized debt issuance costs (4) (52) Total short-term notes payable $ 14,396 $ 3,704 The components of the Company’s outstanding Short-term notes payable consisted of the following: Interest June 30, December 31, Short-term notes payable Bank 2 7.8 % $ 6,185 $ 14,400 Less: Unamortized debt issuance costs (26) (4) Total short-term notes payable $ 6,159 $ 14,396 |
Schedule of Long-Term Debt | The components of the Company’s outstanding long-term debt consisted of the following: Interest Rates Amounts Maturity Dates December 31, 2023 December 31, 2022 December 31, 2023 December 31, 2022 December 31, 2023 December 31, 2022 Long-term notes payable with banks for the purchase of aircrafts Bank 1 4.0% - 7.3% 4.0% - 5.5% $ 13,589 $ 24,275 Aug 2025 - Feb 2027 Aug 2023 - Sep 2026 Bank 2 4.0% - 7.8% 4.0% - 6.3% 13,769 15,518 Dec 2025 - Jun 2028 Jun 2023 - Nov 2027 Bank 3 3.5% Fixed - 2.3% + SOFR** 3.5% Fixed - 2.2% + LIBOR† 7,705 8,721 Jan 2024 - Oct 2026 Apr 2023 - Oct 2026 Bank 4 2.9% + SOFR** 2.8% + LIBOR† 4,082 4,440 Sep 2024 - Dec 2024 Sep 2024 - Dec 2024 Bank 5 5.3% - 6.0%* 5.3% - 6.0% + LIBOR* † 3,759 4,204 Jul 2030 - Sep 2030 Jul 2030 - Sep 2030 Bank 6 7.7% 5.4% 1,843 2,114 Jan 2030 Jan 2024 Bank 7 4.0% 4.0% 1,061 1,320 Sep 2027 Sep 2027 Long-term notes payable with financial institutions for the purchase of aircrafts Financial Institution 1 0.25% + Schwab Loan Rate 5.3% 3,290 3,650 Dec 2027 Dec 2027 Financial Institution 2 3.6% - 7.0% 3.6% - 7.0% 8,435 17,882 Nov 2026 - May 2027 Mar 2026 - Jun 2027 Financial Institution 3 9.0% - 9.5% n/a 22,612 — Sep 2033 - Dec 2033 n/a Credit facilities with financial institutions Financial Institution 4 1.3% + SOFR** - 2.8% + SOFR** 2.3% + LIBOR † - 2.8% + SOFR** 72,688 32,153 See disclosure See disclosure below Bridge Notes n/a 10.0% n/a 86,816 See disclosure See disclosure below Other long-term debt payable EID loan See disclosure below See disclosure below 116 122 See disclosure See disclosure below Long-term debt from VIEs 40,491 46,403 Total Long-term notes payable 193,440 247,618 Less: Unamortized debt issuance costs and debt discount (151) (1,717) Less: current portion (26,471) (23,581) Long-term notes payable, non-current portion $ 166,818 $ 222,320 __________________ * The payment terms dictate that the Note shall bear interest at a rate equal to the Prime Rate plus 275 basis points with an initial interest rate set at 6% based on the Prime Rate and Loan Spread at the time of the agreement. The interest rate is to be adjusted every 5 years and be based on the Prime Rate published as of the date plus the Loan Spread. † LIBOR is defined as the "London Interbank Offer Rate". ** SOFR is defined as “Secured Overnight Financing Rate” . The components of the Company’s outstanding long-term debt consisted of the following: Interest Rates Amounts Maturity Dates June 30, 2024 December 31, 2023 June 30, 2024 December 31, 2023 June 30, 2024 December 31, 2023 Long-term notes payable with banks for the purchase of aircrafts Bank 1 4.0% - 7.3% 4.0% - 7.3% $ 16,707 $ 13,589 Sep 2025 - Feb 2029 Aug 2025 - Feb 2027 Bank 2 4.0% - 7.8% 4.0% - 7.8% 13,093 13,769 Dec 2025 - Apr 2029 Dec 2025 - Jun 2028 Bank 3 Fixed - 2.3% + SOFR** 3.5% Fixed - 2.3% + SOFR** 1,736 7,705 Feb 2026 Jan 2024 - Oct 2026 Bank 4 N/A 2.9% + SOFR** — 4,082 N/A Sep 2024 - Dec 2024 Bank 5 5.3% - 6.0%* 5.3% - 6.0%* 3,527 3,759 Jul 2030 - Sep 2030 Jul 2030 - Sep 2030 Bank 6 7.7% 7.7% 1,741 1,843 Jan 2030 Jan 2030 Bank 7 4.0% 4.0% 927 1,061 Sep 2027 Sep 2027 Bank 8 8.8% n/a 12,568 — May 2029 Long-term notes payable with financial institutions for the purchase of aircrafts Financial Institution 1 0.25% + Schwab Loan Rate 0.25% + Schwab Loan Rate 3,140 3,290 Dec 2027 Dec 2027 Financial Institution 2 3.6% - 7.0% 3.6% - 7.0% 8,123 8,435 Nov 2026 - May 2027 Nov 2026 - May 2027 Financial Institution 3 9.0% - 9.5% 9.0% - 9.5% 35,607 22,612 Sep 2030 - Mar 2034 Sep 2033 - Dec 2033 Credit facilities with financial institutions Financial Institution 4 1.3% + SOFR** - 2.8% + SOFR** 1.3% + SOFR** - 2.8% + SOFR** 70,378 72,688 See disclosure See disclosure below Bridge Notes n/a n/a n/a n/a See disclosure See disclosure below Other long-term debt payable EID loan See disclosure below See disclosure below 122 116 See disclosure See disclosure below Long-term debt from VIEs 38,915 40,491 Total Long-term notes payable 206,584 193,440 Less: Unamortized debt issuance costs and debt discount (271) (151) Less: current portion (22,753) (26,471) Long-term notes payable, non-current portion $ 183,560 $ 166,818 __________________ * The payment terms dictate that the Note shall bear interest at a rate equal to the Prime Rate plus 275 basis points with an initial interest rate set at 6% based on the Prime Rate and Loan Spread at the time of the agreement. The interest rate is to be adjusted every 5 years and be based on the Prime Rate published as of the date plus the Loan Spread. ** |
Schedule of Contractual Principal Payments | The table below presents the Company’s contractual principal payments (not including debt issuance costs) as of December 31, 2023 under then-outstanding long-term debt agreements in each of the next five calendar years (does not include VIE loans): Fiscal year Amount 2024 $ 23,408 2025 75,500 2026 21,309 2027 12,719 2028 2,528 Thereafter 17,485 152,949 Long-term notes payable from VIE 40,491 Debt issuance costs (151) Total long-term notes payable $ 193,289 The table below presents the Company’s contractual principal payments (not including debt issuance costs) as of June 30, 2024 under then-outstanding long-term debt agreements in each of the next five calendar years (does not include VIE loans): Fiscal year Amount 2024 $ 12,008 2025 75,989 2026 16,847 2027 11,772 2028 4,523 Thereafter 46,530 167,669 Long-term notes payable from VIE 38,915 Debt issuance costs (271) Total long-term notes payable $ 206,313 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Leases [Abstract] | |
Schedule of Operating Lease Costs | The following table sets forth information about the Company’s operating lease costs for the years ended December 31, 2023 and 2022: Year Ended December 31, 2023 2022 Operating lease cost: $ 18,278 $ 12,986 Short-term lease cost 768 310 Total lease costs $ 19,046 $ 13,296 The following table sets forth supplemental information about the leases for the years ended December 31, 2023 and 2022: Year Ended December 31, 2023 2022 ROU assets obtained in exchange for new operating lease liabilities $ 48,807 $ 21,853 Weighted-average remaining lease term – operating leases 8.52 years 10.16 years Weighted-average discount rate – operating leases 6.54 % 5.86 % The following table sets forth information about the Company’s operating lease costs for the three and six months ended June 30, 2024 and June 30, 2023: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Operating lease cost $ 5,189 $ 4,291 $ 10,787 $ 7,823 Short-term lease cost 403 113 727 223 Total lease costs $ 5,592 $ 4,404 $ 11,514 $ 8,046 The following table sets forth supplemental cash flow information about the leases for the six months ended June 30, 2024 and 2023: Six Months Ended June 30, 2024 2023 ROU assets obtained in exchange for new operating lease liabilities $ 3,571 $ 23,507 Supplemental balance sheet information related to the leases is as follows: June 30, December 31, Weighted-average remaining lease term – operating leases 9.20 years 8.52 years Weighted-average discount rate – operating leases 6.63 % 6.54 % |
Schedule of Future Minimum Lease Payments | The Company’s future lease payments under non-cancellable operating leases as of December 31, 2023 are as follows: Fiscal Year Amount 2024 $ 22,733 2025 20,547 2026 17,670 2027 12,299 2028 5,585 Thereafter 40,696 Total undiscounted cash flows 119,530 Less: Imputed interest (33,523) Present value of lease liabilities $ 86,007 The Company’s future lease payments under operating leases as of June 30, 2024 are as follows: Fiscal Year Amount Remainder of 2024 $ 9,849 2025 18,099 2026 15,622 2027 10,444 2028 4,561 Thereafter 40,742 Total undiscounted cash flows 99,317 Less: Imputed interest (30,079) Present value of lease liabilities $ 69,238 |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The components of income tax expense for the year ended December 31, 2023 are as follows: Year Ended December 31, 2023 Current Federal $ — State — Total income taxes $ — |
Schedule of Statutory Federal Income Tax Rate Reconciliation | The following table represents a reconciliation of income tax expense at the statutory federal income tax rate to the actual income tax expense from continuing operations: Year Ended December 31, 2023 Amount Tax Rate Loss before income taxes $ (54,738) Tax expense at statutory rate (11,495) 21.0 % Increases (reductions) in taxes resulting from: Loss attributable to redeemable noncontrolling interest (225) 0.4 Change in fair value of warrant liabilities 70 (0.1) Change in fair value of derivative liability (955) 1.7 Change in valuation allowance 952 (1.7) Unrecognized benefit from LLC flow thru structure 11,667 (21.3) Deferred Rate Change — — State income taxes, net of federal income tax benefit — — Other adjustments, net (14) — Income tax expense $ — — % |
Schedule of Deferred Tax Assets and Liabilities | Deferred income taxes result from temporary differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities. The principal components of our net deferred tax liability were as follows: December 31, 2023 Deferred tax assets Net operating loss carryforward $ 634 Interest Expense 558 Start Up Cost 679 Outside basis difference on investment in LGM Enterprises, LLC (a) 12,963 Other, net — Total deferred tax assets 14,834 Valuation allowance (14,834) Net deferred tax assets $ — __________________ (a) |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Repurchase Contingencies | The following is a schedule by years of future repurchase contingencies under the leases as of the year ended December 31, 2023: Fiscal Year Amount 2024 $ 3,735 2025 7,464 2026 29,524 2027 26,145 2028 7,364 $ 74,232 The following is a schedule by years of future repurchase contingencies under the leases as of six months ended June 30, 2024: Fiscal Year Amount Remainder of 2024 $ 5,095 2025 8,722 2026 30,799 2027 23,938 2028 5,687 $ 74,241 |
Stockholders' Equity _ Member_3
Stockholders' Equity / Members' Deficit and Noncontrolling Interests (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
Schedule of Noncontrolling Interest | As of December 31, 2023, the noncontrolling interests in the Company’s consolidated entities are comprised of the following (11 entities): Entities - Major Owner Noncontrolling Interest Company Ownership Total Entities 1-3 99 % 1 % 100 % Entity 4 95 % 5 % 100 % Entity 5 77 % 23 % 100 % Entity 6 75 % 25 % 100 % Entity 7 70 % 30 % 100 % Entity 8 68 % 32 % 100 % Entity 9 67 % 33 % 100 % Entity 10 58 % 42 % 100 % Entity 11 52 % 48 % 100 % As of December 31, 2022, the noncontrolling interests in the Company’s consolidated entities were comprised of the following (22 entities): Entities - Major Owner Noncontrolling Interest LGME’s ownership Total Entities 1-4 99 % 1 % 100 % Entity 5 75 % 25 % 100 % Entity 6 68 % 32 % 100 % Entity 7 67 % 33 % 100 % Entities 8-9 58 % 42 % 100 % Entities 10-22 52 % 48 % 100 % As of June 30, 2024, the noncontrolling interests in the Company’s consolidated entities are comprised of the following (12 entities): Entities - Major Owner Noncontrolling Interest Company Ownership Total Entities 1-3 99 % 1 % 100 % Entity 4 95 % 5 % 100 % Entity 5 92 % 8 % 100 % Entity 6 77 % 23 % 100 % Entity 7 75 % 25 % 100 % Entity 8 70 % 30 % 100 % Entity 9 68 % 32 % 100 % Entity 10 67 % 33 % 100 % Entity 11 57 % 43 % 100 % Entity 12 52 % 48 % 100 % As of December 31, 2023, the noncontrolling interests in the Company’s consolidated entities were comprised of the following (11 entities): Entities - Major Owner Noncontrolling Interest Company Ownership Total Entities 1-3 99 % 1 % 100 % Entity 4 95 % 5 % 100 % Entity 5 77 % 23 % 100 % Entity 6 75 % 25 % 100 % Entity 7 70 % 30 % 100 % Entity 8 68 % 32 % 100 % Entity 9 67 % 33 % 100 % Entity 10 58 % 42 % 100 % Entity 11 52 % 48 % 100 % |
Change in Carrying Value of Redeemable Noncontrolling Interest | Changes in the carrying value of the redeemable noncontrolling interest for the period from the Closing Date through December 31, 2023 were as follows: Balance as of December 27, 2023 $ (42,431) Net income attributable to redeemable noncontrolling interest 1,080 Change in redemption value of redeemable noncontrolling interest 5,826 Balance as of December 31, 2023 $ (35,525) Changes in the carrying value of the redeemable noncontrolling interest for the period from the six months through June 30, 2024 were as follows: Balance as of December 31, 2023 $ (35,525) Net loss attributable to redeemable noncontrolling interest (42,200) Change in redemption value of redeemable noncontrolling interest 186,707 Balance as of June 30, 2024 $ 108,982 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Schedule of Aircraft Held for Sale | The following table summarizes the Company's held for sale activity during the six months ended June 30, 2024: Six Months Ended June 30, 2024 Aircraft held for sale as of December 31, 2023 $ — Aircraft sold (11,986) Aircraft reclassified to held for sale 35,239 Impairment (gain) loss due to fair value adjustments 1,282 Aircraft held for sale as of June 30, 2024 $ 21,971 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Net (Loss) Profit per Share | The following table sets forth the computation of the Company’s basic and diluted net (loss) income per share: Three Months Ended June 30, Six Months Ended June 30, 2024 2024 Numerator: Net loss $ (27,854) $ (60,844) Less: Net loss attributable to redeemable noncontrolling interest (20,501) (42,200) Less: Net loss attributable to noncontrolling interest (2,200) (7,650) Add: Series A Preferred Dividends (972) (1,257) Basic Net loss attributable to common stockholders $ (6,125) $ (12,251) Denominator: Weighted Average Class A Common Stock outstanding 17,899,501 17,409,942 Weighted Average Class A Common Stock issuable under Penny Warrants 1,270,241 827,790 Weighted Average Shares Outstanding - basic 19,169,742 18,237,732 Basic and Diluted Earnings (Loss) Per Share Basic $ (0.32) $ (0.67) Diluted $ (0.32) $ (0.67) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following table summarizes potentially dilutive outstanding securities for the three and six months ended June 30, 2024 which were excluded from the calculation of diluted EPS, because their effect would have been anti-dilutive: Public warrants 2,519,869 Private Placement Warrants 4,333,333 Penny Warrants 1,270,154 Total anti-dilutive features 8,123,356 |
Merger (Tables)_2
Merger (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Reverse Recapitalization [Abstract] | |
Schedule of Reverse Recapitalization | The following table presents the total flyExclusive Common Stock outstanding immediately after the closing of the Merger: Number of Shares Exchange of EGA Class A Common stock subject to possible redemption for flyExclusive Class A common stock 1,306,922 Exchange of EGA Class A common stock not subject to possible redemption held by EGA Sponsor for flyExclusive Class A common stock 5,624,000 Exchange of EGA Class B common stock held by EGA Sponsor for flyExclusive Class A common stock 1,000 Exchange of EGA public warrants for flyExclusive Class A common stock 95,333 Subtotal - Merger, net of redemptions 7,027,255 flyExclusive Class B common stock held by LGM Existing Equityholders 59,930,000 Conversion of Bridge Notes held by affiliates of EGA Sponsor into shares of flyExclusive Class A common stock 8,326,712 Conversion of Bridge Notes held by non-affiliates into shares of flyExclusive Class A common stock 1,223,562 flyExclusive Class A common stock held by third party in accordance with execution of Non-Redemption Agreement 70,000 Total - flyExclusive Class A common stock and Class B common stock outstanding as a result of Merger 76,577,529 The following table presents the total flyExclusive Common Stock outstanding immediately after the closing of the Merger: Number of Shares Exchange of EGA Class A Common stock subject to possible redemption for flyExclusive Class A common stock 1,306,922 Exchange of EGA Class A common stock not subject to possible redemption held by EGA Sponsor for flyExclusive Class A common stock 5,624,000 Exchange of EGA Class B common stock held by EGA Sponsor for flyExclusive Class A common stock 1,000 Exchange of EGA public warrants for flyExclusive Class A common stock 95,333 Subtotal - Merger, net of redemptions 7,027,255 flyExclusive Class B common stock held by LGM Existing Equityholders 59,930,000 Conversion of Bridge Notes held by affiliates of EGA Sponsor into shares of flyExclusive Class A common stock 8,326,712 Conversion of Bridge Notes held by non-affiliates into shares of flyExclusive Class A common stock 1,223,562 flyExclusive Class A common stock held by third party in accordance with execution of Non-Redemption Agreement 70,000 Total - flyExclusive Class A common stock and Class B common stock outstanding as a result of Merger 76,577,529 |
Fair Value Measurements (Tabl_2
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities | The following tables present the Company’s fair value hierarchy for its assets and liabilities that are measured at fair value on a recurring basis and indicate the level within the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value: Fair Value Measurements at (In thousands) Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market mutual funds $ 887 $ — $ — $ 887 Short-term investments 849 70,381 — 71,230 $ 1,736 $ 70,381 $ — $ 72,117 Liabilities: Warrant liability - public warrants $ 1,555 $ — $ — $ 1,555 Warrant liability - private placement warrants — 953 — 953 $ 1,555 $ 953 $ — $ 2,508 Fair Value Measurements at (In thousands) Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market mutual funds $ 515 $ — $ — $ 515 Short-term investments — 69,448 — 69,448 $ 515 $ 69,448 $ — $ 69,963 Liabilities: Derivative liability $ — $ — $ 971 $ 971 $ — $ — $ 971 $ 971 The following tables present the Company’s fair value hierarchy for its assets and liabilities that are measured at fair value on a recurring basis and indicate the level within the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value: Fair Value Measurements at Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market mutual funds $ 1,750 $ — $ — $ 1,750 Investments in Securities 842 68,589 — 69,431 $ 2,592 $ 68,589 $ — $ 71,181 Liabilities: Warrant liability - public warrants $ 1,399 $ — $ — $ 1,399 Warrant liability - private placement warrants — 2,405 — 2,405 Warrant liability - penny warrants — — 1,422 1,422 $ 1,399 $ 2,405 $ 1,422 $ 5,226 Fair Value Measurements at Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market mutual funds $ 887 $ — $ — $ 887 Investments in Securities 849 70,381 — 71,230 $ 1,736 $ 70,381 $ — $ 72,117 Liabilities: Warrant liability - public warrants $ 1,555 $ — $ — $ 1,555 Warrant liability - private placement warrants — 953 — 953 $ 1,555 $ 953 $ — $ 2,508 |
Schedule of Valuation Assumptions | The fair value of the derivative liability as of October 17, 2022 and December 27, 2023 was determined using the following assumptions: October 17, 2022 Exchange closing price $ 9.82 Contractual conversion price $ 10.00 Risk-free rate 4.3 % Estimated volatility 4.5 % December 27, 2023 Exchange closing price $ 11.98 Contractual conversion price $ 10.00 Risk-free rate 5.6 % Estimated volatility 15.1 % The fair value of the Penny Warrant liability as of March 4, 2024 and June 30, 2024 was determined utilizing a Monte Carlo simulation valuation method, using the following inputs and assumptions: $ in thousands, except for Stock price, Strike price, and share amounts March 4, 2024 Warrant Shares 1,304,907 Aggregate Value Cap $ 11,250 Stock price $ 15.49 Strike price $ 0.01 Term (in years) 5 years Volatility 95.0 % Risk free rate 4.2 % Dividend Rate — % $ in thousands, except for Stock price, Strike price, and share amounts June 30, 2024 Warrant Shares 1,270,242 Aggregate Value Cap $ 11,250 Stock price $ 4.03 Strike price $ 0.01 Term (in years) 4.7 years Volatility 115.0 % Risk free rate 4.4 % Dividend Rate — % |
Variable Interest Entities (T_2
Variable Interest Entities (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Variable Interest Entities | The Company’s consolidated balance sheets include the following assets and liabilities of these VIEs: (In thousands) December 31, December 31, Cash $ 805 $ 1,041 Property and equipment, net 69,815 63,913 Long-term notes payable, current portion 3,087 5,841 Long-term notes payable, non-current portion 37,404 40,562 The Company’s consolidated statements of operations and comprehensive income (loss) include the following expenses of these VIEs: Year Ended December 31, (In thousands) 2023 2022 Interest expense $ 2,147 $ 1,533 Depreciation and amortization 7,519 7,098 The Company’s condensed consolidated balance sheets (unaudited) include the following assets and liabilities of these VIEs: June 30, December 31, Cash $ 837 $ 805 Property and equipment, net 66,312 69,815 Long-term notes payable, current portion 4,722 3,087 Long-term notes payable, non-current portion 34,193 37,404 The Company’s condensed consolidated statements of operations and comprehensive income (loss) (unaudited) include the following expenses of these VIEs: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Interest expense $ 497 $ 529 $ 1,009 $ 1,049 Depreciation and amortization 1,751 2,004 3,503 3,944 |
Revenue (Tables)_2
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue by Service Type | The following table disaggregates revenue by service type and the timing of when these services are provided to the member or customer: Year Ended December 31, (In thousands) 2023 2022 Services transferred at a point in time: Flights $ 303,299 $ 314,039 Services transferred over time: Memberships 5,458 3,939 MRO 4,606 1,556 Fractional ownership purchase price 1,999 508 $ 315,362 $ 320,042 The following table disaggregates revenue by service type and the timing of when these services are provided to the member or customer: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Services transferred at a point in time: Flights $ 74,384 $ 97,428 $ 150,504 $ 172,029 Services transferred over time: Memberships 1,339 1,437 2,806 2,915 MRO 2,244 1,113 3,734 1,817 Fractional ownership purchase price 1,046 360 1,941 609 $ 79,013 $ 100,338 $ 158,985 $ 177,370 |
Rollforward of Deferred Revenue | The following tables provide a rollforward of deferred revenue: (In thousands) Amount Balance as of December 31, 2021 $ 32,795 Revenue recognized (179,355) Revenue deferred 207,162 Balance as of December 31, 2022 60,602 Revenue recognized (185,908) Revenue deferred 219,246 Balance as of December 31, 2023 $ 93,940 The following tables provide a rollforward of deferred revenue for the six months ended June 30, 2024: Amount Balance as of December 31, 2023 $ 93,940 Revenue recognized 127,990 Revenue deferred (130,787) Balance as of June 30, 2024 $ 91,143 |
Other Receivables (Tables)_2
Other Receivables (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Receivables [Abstract] | |
Schedule of Other Receivables | Other receivables consisted of the following: (In thousands) December 31, December 31, Rebate receivables $ 871 $ 1,375 Federal excise tax receivable 3,079 2,506 Insurance settlement in process 298 931 Other 212 113 $ 4,460 $ 4,925 Other receivables consisted of the following: June 30, December 31, Rebate receivables $ 830 $ 871 Federal excise tax receivable 4,247 3,079 Insurance settlement in process 300 298 Other 149 212 $ 5,526 $ 4,460 |
Parts and Supplies Inventory _2
Parts and Supplies Inventory (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Parts and supplies inventory consists primarily of aircraft parts and materials and supplies. Parts and supplies inventory, net of reserve, consisted of the following: (In thousands) December 31, December 31, Aircraft parts $ 4,824 $ 3,350 Materials and supplies 318 2,522 $ 5,142 $ 5,872 June 30, December 31, Aircraft parts $ 5,537 $ 4,824 Materials and supplies 655 318 Less: inventory reserve (142) — $ 6,050 $ 5,142 |
Prepaid Expenses and Other Cu_4
Prepaid Expenses and Other Current Assets (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following: (In thousands) December 31, December 31, Prepaid vendor expenses $ 2,520 $ 1,717 Prepaid insurance 446 1,894 Capitalized transaction costs* — 1,233 Prepaid directors and officers insurance 2,518 — Prepaid maintenance 60 181 Prepaid non-aircraft subscriptions 113 135 MRO revenue in excess of billings 581 292 Deferred commission 514 413 $ 6,752 $ 5,865 __________________ * The capitalized transaction costs consist of advisory, legal, and other professional fees that are specific incremental costs directly attributable to the offering of securities associated with the Closing of the Merger. On the Closing Date, these capitalized transaction costs were reclassified from prepaid expenses and other current assets to a reduction to additional paid-in capital. Prepaid expenses and other current assets consisted of the following: June 30, December 31, Prepaid vendor expenses $ 2,253 $ 2,520 Prepaid insurance 243 446 Prepaid directors and officers insurance 1,259 2,518 Prepaid maintenance 7 60 Prepaid non-aircraft subscriptions 375 113 MRO revenue in excess of billings 697 581 Deferred commission 560 514 $ 5,394 $ 6,752 |
Investments in Securities (Ta_2
Investments in Securities (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Marketable Securities at Cost and Fair Value | The cost and fair value of marketable securities are as follows: December 31, 2023 (In thousands) Amortized Cost Gross Unrealized Gross Unrealized Fair Value U.S. treasury bills $ 60,801 $ 131 $ — $ 60,932 Municipal bonds 9,543 148 (404) 9,287 Corporate/government bonds 477 29 — 506 Other bonds 478 27 — 505 $ 71,299 $ 335 $ (404) $ 71,230 December 31, 2022 (In thousands) Amortized Cost Gross Unrealized Gross Unrealized Fair Value U.S. treasury bills $ 59,764 $ 319 $ — $ 60,083 Municipal bonds 9,205 40 (838) 8,407 Corporate/government bonds 477 — — 477 Other bonds 478 3 — 481 $ 69,924 $ 362 $ (838) $ 69,448 The cost and fair value of marketable securities are as follows: June 30, 2024 Amortized Cost Gross Unrealized Gross Unrealized Fair Value U.S. treasury bills $ 59,783 $ 37 $ (35) $ 59,785 Municipal bonds 8,955 70 (389) 8,636 Corporate/government bonds 477 28 — 505 Other bonds 478 27 — 505 $ 69,693 $ 162 $ (424) $ 69,431 December 31, 2023 Amortized Cost Gross Unrealized Gross Unrealized Fair Value U.S. treasury bills $ 60,801 $ 131 $ — $ 60,932 Municipal bonds 9,543 148 (404) 9,287 Corporate/government bonds 477 29 — 506 Other bonds 478 27 — 505 $ 71,299 $ 335 $ (404) $ 71,230 |
Property and Equipment, Net (_2
Property and Equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the assets as follows: Estimated Useful Life Transportation equipment 5-20 years Office furniture and equipment 3-10 years Leasehold improvements Shorter of remaining lease term or useful life Property and equipment, net consisted of the following: December 31, December 31, Transportation equipment $ 311,584 $ 294,846 Office furniture and equipment 3,131 2,591 Leasehold improvements 2,306 137 Construction in progress 147 447 Deposits on transportation equipment 23,923 29,729 341,091 327,750 Less: Accumulated depreciation (87,115) (75,057) Property and equipment, net $ 253,976 $ 252,693 Property and equipment, net consisted of the following: June 30, December 31, Transportation equipment $ 316,859 $ 311,584 Office furniture and equipment 3,147 3,131 Leasehold improvements 2,306 2,306 Construction in progress 236 147 Deposits on transportation equipment 15,746 23,923 338,294 341,091 Less: Accumulated depreciation (86,818) (87,115) Property and equipment, net $ 251,476 $ 253,976 |
Intangible Assets (Tables)_2
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Intangible assets, net are as follows: December 31, 2023 Intangible Accumulated Intangible Weighted-Average Software - in service $ 3,486 $ (1,902) $ 1,584 3 FAA certificate 650 — 650 Indefinite Total acquired intangible assets $ 4,136 $ (1,902) $ 2,234 December 31, 2022 Intangible Accumulated Intangible Weighted-Average Software - in service $ 2,680 $ (898) $ 1,782 3 FAA certificate 650 — 650 Indefinite Total acquired intangible assets $ 3,330 $ (898) $ 2,432 Intangible assets, net are as follows: June 30, 2024 Intangible Accumulated Intangible Weighted-Average Software - in service $ 3,761 $ (2,504) $ 1,257 3 FAA certificate 650 — 650 Indefinite Total acquired intangible assets $ 4,411 $ (2,504) $ 1,907 December 31, 2023 Intangible Accumulated Intangible Weighted-Average Software - in service $ 3,486 $ (1,902) $ 1,584 3 FAA certificate 650 — 650 Indefinite Total acquired intangible assets $ 4,136 $ (1,902) $ 2,234 |
Schedule of Indefinite-Lived Intangible Assets | Intangible assets, net are as follows: December 31, 2023 Intangible Accumulated Intangible Weighted-Average Software - in service $ 3,486 $ (1,902) $ 1,584 3 FAA certificate 650 — 650 Indefinite Total acquired intangible assets $ 4,136 $ (1,902) $ 2,234 December 31, 2022 Intangible Accumulated Intangible Weighted-Average Software - in service $ 2,680 $ (898) $ 1,782 3 FAA certificate 650 — 650 Indefinite Total acquired intangible assets $ 3,330 $ (898) $ 2,432 Intangible assets, net are as follows: June 30, 2024 Intangible Accumulated Intangible Weighted-Average Software - in service $ 3,761 $ (2,504) $ 1,257 3 FAA certificate 650 — 650 Indefinite Total acquired intangible assets $ 4,411 $ (2,504) $ 1,907 December 31, 2023 Intangible Accumulated Intangible Weighted-Average Software - in service $ 3,486 $ (1,902) $ 1,584 3 FAA certificate 650 — 650 Indefinite Total acquired intangible assets $ 4,136 $ (1,902) $ 2,234 |
Schedule of Estimated Amortization Expense | The following is a schedule of estimated amortization expense for the following periods: Fiscal Year Amount 2024 $ 1,040 2025 383 2026 161 2027 — 2028 — Thereafter — $ 1,584 The following is a schedule of estimated amortization expense for the following periods: Fiscal Year Amount Remainder of 2024 $ 506 2025 474 2026 252 2027 25 2028 — Thereafter — $ 1,257 |
Other Current Liabilities (Ta_2
Other Current Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Other Current Liabilities | Other current liabilities consisted of the following: December 31, December 31, Accrued vendor payments $ 6,386 $ 4,510 Accrued ERC payments 9,044 8,909 Accrued underwriter fees 1,500 — Accrued directors and officers insurance 2,518 — Accrued employee-related expenses 7,751 6,473 Accrued engine expenses 4 1,139 Accrued tax expenses 746 526 Accrued interest 569 92 Other 187 128 $ 28,705 $ 21,777 Other current liabilities consisted of the following: June 30, December 31, Accrued vendor payments $ 6,073 $ 6,386 Accrued ERC payments 9,044 9,044 Accrued underwriter fees — 1,500 Accrued directors and officers insurance — 2,518 Accrued employee-related expenses 8,192 7,751 Accrued engine expenses 100 4 Accrued tax expenses 518 746 Accrued interest 440 569 Other 78 187 $ 24,445 $ 28,705 |
Other Non-Current Liabilities_3
Other Non-Current Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Other Noncurrent Liabilities | Other non-current liabilities consisted of the following: December 31, December 31, Guaranteed revenue program deposits $ — $ 37,500 Fractional ownership deposits 16,686 3,636 PPP loan — 339 Other 26 28 $ 16,712 $ 41,503 Other non-current liabilities consisted of the following: June 30, December 31, Fractional ownership deposits $ 23,102 $ 16,686 Other — 26 $ 23,102 $ 16,712 |
Debt (Tables)_2
Debt (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Outstanding Short-Term Notes Payable | The components of the Company’s outstanding Short-term notes payable consisted of the following: Weighted December 31, December 31, Short-term notes payable Bank 2 7.5 % 14,400 3,756 Less: Unamortized debt issuance costs (4) (52) Total short-term notes payable $ 14,396 $ 3,704 The components of the Company’s outstanding Short-term notes payable consisted of the following: Interest June 30, December 31, Short-term notes payable Bank 2 7.8 % $ 6,185 $ 14,400 Less: Unamortized debt issuance costs (26) (4) Total short-term notes payable $ 6,159 $ 14,396 |
Schedule of Long-Term Debt | The components of the Company’s outstanding long-term debt consisted of the following: Interest Rates Amounts Maturity Dates December 31, 2023 December 31, 2022 December 31, 2023 December 31, 2022 December 31, 2023 December 31, 2022 Long-term notes payable with banks for the purchase of aircrafts Bank 1 4.0% - 7.3% 4.0% - 5.5% $ 13,589 $ 24,275 Aug 2025 - Feb 2027 Aug 2023 - Sep 2026 Bank 2 4.0% - 7.8% 4.0% - 6.3% 13,769 15,518 Dec 2025 - Jun 2028 Jun 2023 - Nov 2027 Bank 3 3.5% Fixed - 2.3% + SOFR** 3.5% Fixed - 2.2% + LIBOR† 7,705 8,721 Jan 2024 - Oct 2026 Apr 2023 - Oct 2026 Bank 4 2.9% + SOFR** 2.8% + LIBOR† 4,082 4,440 Sep 2024 - Dec 2024 Sep 2024 - Dec 2024 Bank 5 5.3% - 6.0%* 5.3% - 6.0% + LIBOR* † 3,759 4,204 Jul 2030 - Sep 2030 Jul 2030 - Sep 2030 Bank 6 7.7% 5.4% 1,843 2,114 Jan 2030 Jan 2024 Bank 7 4.0% 4.0% 1,061 1,320 Sep 2027 Sep 2027 Long-term notes payable with financial institutions for the purchase of aircrafts Financial Institution 1 0.25% + Schwab Loan Rate 5.3% 3,290 3,650 Dec 2027 Dec 2027 Financial Institution 2 3.6% - 7.0% 3.6% - 7.0% 8,435 17,882 Nov 2026 - May 2027 Mar 2026 - Jun 2027 Financial Institution 3 9.0% - 9.5% n/a 22,612 — Sep 2033 - Dec 2033 n/a Credit facilities with financial institutions Financial Institution 4 1.3% + SOFR** - 2.8% + SOFR** 2.3% + LIBOR † - 2.8% + SOFR** 72,688 32,153 See disclosure See disclosure below Bridge Notes n/a 10.0% n/a 86,816 See disclosure See disclosure below Other long-term debt payable EID loan See disclosure below See disclosure below 116 122 See disclosure See disclosure below Long-term debt from VIEs 40,491 46,403 Total Long-term notes payable 193,440 247,618 Less: Unamortized debt issuance costs and debt discount (151) (1,717) Less: current portion (26,471) (23,581) Long-term notes payable, non-current portion $ 166,818 $ 222,320 __________________ * The payment terms dictate that the Note shall bear interest at a rate equal to the Prime Rate plus 275 basis points with an initial interest rate set at 6% based on the Prime Rate and Loan Spread at the time of the agreement. The interest rate is to be adjusted every 5 years and be based on the Prime Rate published as of the date plus the Loan Spread. † LIBOR is defined as the "London Interbank Offer Rate". ** SOFR is defined as “Secured Overnight Financing Rate” . The components of the Company’s outstanding long-term debt consisted of the following: Interest Rates Amounts Maturity Dates June 30, 2024 December 31, 2023 June 30, 2024 December 31, 2023 June 30, 2024 December 31, 2023 Long-term notes payable with banks for the purchase of aircrafts Bank 1 4.0% - 7.3% 4.0% - 7.3% $ 16,707 $ 13,589 Sep 2025 - Feb 2029 Aug 2025 - Feb 2027 Bank 2 4.0% - 7.8% 4.0% - 7.8% 13,093 13,769 Dec 2025 - Apr 2029 Dec 2025 - Jun 2028 Bank 3 Fixed - 2.3% + SOFR** 3.5% Fixed - 2.3% + SOFR** 1,736 7,705 Feb 2026 Jan 2024 - Oct 2026 Bank 4 N/A 2.9% + SOFR** — 4,082 N/A Sep 2024 - Dec 2024 Bank 5 5.3% - 6.0%* 5.3% - 6.0%* 3,527 3,759 Jul 2030 - Sep 2030 Jul 2030 - Sep 2030 Bank 6 7.7% 7.7% 1,741 1,843 Jan 2030 Jan 2030 Bank 7 4.0% 4.0% 927 1,061 Sep 2027 Sep 2027 Bank 8 8.8% n/a 12,568 — May 2029 Long-term notes payable with financial institutions for the purchase of aircrafts Financial Institution 1 0.25% + Schwab Loan Rate 0.25% + Schwab Loan Rate 3,140 3,290 Dec 2027 Dec 2027 Financial Institution 2 3.6% - 7.0% 3.6% - 7.0% 8,123 8,435 Nov 2026 - May 2027 Nov 2026 - May 2027 Financial Institution 3 9.0% - 9.5% 9.0% - 9.5% 35,607 22,612 Sep 2030 - Mar 2034 Sep 2033 - Dec 2033 Credit facilities with financial institutions Financial Institution 4 1.3% + SOFR** - 2.8% + SOFR** 1.3% + SOFR** - 2.8% + SOFR** 70,378 72,688 See disclosure See disclosure below Bridge Notes n/a n/a n/a n/a See disclosure See disclosure below Other long-term debt payable EID loan See disclosure below See disclosure below 122 116 See disclosure See disclosure below Long-term debt from VIEs 38,915 40,491 Total Long-term notes payable 206,584 193,440 Less: Unamortized debt issuance costs and debt discount (271) (151) Less: current portion (22,753) (26,471) Long-term notes payable, non-current portion $ 183,560 $ 166,818 __________________ * The payment terms dictate that the Note shall bear interest at a rate equal to the Prime Rate plus 275 basis points with an initial interest rate set at 6% based on the Prime Rate and Loan Spread at the time of the agreement. The interest rate is to be adjusted every 5 years and be based on the Prime Rate published as of the date plus the Loan Spread. ** |
Schedule of Contractual Principal Payments | The table below presents the Company’s contractual principal payments (not including debt issuance costs) as of December 31, 2023 under then-outstanding long-term debt agreements in each of the next five calendar years (does not include VIE loans): Fiscal year Amount 2024 $ 23,408 2025 75,500 2026 21,309 2027 12,719 2028 2,528 Thereafter 17,485 152,949 Long-term notes payable from VIE 40,491 Debt issuance costs (151) Total long-term notes payable $ 193,289 The table below presents the Company’s contractual principal payments (not including debt issuance costs) as of June 30, 2024 under then-outstanding long-term debt agreements in each of the next five calendar years (does not include VIE loans): Fiscal year Amount 2024 $ 12,008 2025 75,989 2026 16,847 2027 11,772 2028 4,523 Thereafter 46,530 167,669 Long-term notes payable from VIE 38,915 Debt issuance costs (271) Total long-term notes payable $ 206,313 |
Leases (Tables)_2
Leases (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Leases [Abstract] | |
Schedule of Operating Lease Costs | The following table sets forth information about the Company’s operating lease costs for the years ended December 31, 2023 and 2022: Year Ended December 31, 2023 2022 Operating lease cost: $ 18,278 $ 12,986 Short-term lease cost 768 310 Total lease costs $ 19,046 $ 13,296 The following table sets forth supplemental information about the leases for the years ended December 31, 2023 and 2022: Year Ended December 31, 2023 2022 ROU assets obtained in exchange for new operating lease liabilities $ 48,807 $ 21,853 Weighted-average remaining lease term – operating leases 8.52 years 10.16 years Weighted-average discount rate – operating leases 6.54 % 5.86 % The following table sets forth information about the Company’s operating lease costs for the three and six months ended June 30, 2024 and June 30, 2023: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Operating lease cost $ 5,189 $ 4,291 $ 10,787 $ 7,823 Short-term lease cost 403 113 727 223 Total lease costs $ 5,592 $ 4,404 $ 11,514 $ 8,046 The following table sets forth supplemental cash flow information about the leases for the six months ended June 30, 2024 and 2023: Six Months Ended June 30, 2024 2023 ROU assets obtained in exchange for new operating lease liabilities $ 3,571 $ 23,507 Supplemental balance sheet information related to the leases is as follows: June 30, December 31, Weighted-average remaining lease term – operating leases 9.20 years 8.52 years Weighted-average discount rate – operating leases 6.63 % 6.54 % |
Schedule of Future Minimum Lease Payments | The Company’s future lease payments under non-cancellable operating leases as of December 31, 2023 are as follows: Fiscal Year Amount 2024 $ 22,733 2025 20,547 2026 17,670 2027 12,299 2028 5,585 Thereafter 40,696 Total undiscounted cash flows 119,530 Less: Imputed interest (33,523) Present value of lease liabilities $ 86,007 The Company’s future lease payments under operating leases as of June 30, 2024 are as follows: Fiscal Year Amount Remainder of 2024 $ 9,849 2025 18,099 2026 15,622 2027 10,444 2028 4,561 Thereafter 40,742 Total undiscounted cash flows 99,317 Less: Imputed interest (30,079) Present value of lease liabilities $ 69,238 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Repurchase Contingencies | The following is a schedule by years of future repurchase contingencies under the leases as of the year ended December 31, 2023: Fiscal Year Amount 2024 $ 3,735 2025 7,464 2026 29,524 2027 26,145 2028 7,364 $ 74,232 The following is a schedule by years of future repurchase contingencies under the leases as of six months ended June 30, 2024: Fiscal Year Amount Remainder of 2024 $ 5,095 2025 8,722 2026 30,799 2027 23,938 2028 5,687 $ 74,241 |
Stockholders' Equity _ Member_4
Stockholders' Equity / Members' Deficit and Noncontrolling Interests (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
Schedule of Noncontrolling Interest | As of December 31, 2023, the noncontrolling interests in the Company’s consolidated entities are comprised of the following (11 entities): Entities - Major Owner Noncontrolling Interest Company Ownership Total Entities 1-3 99 % 1 % 100 % Entity 4 95 % 5 % 100 % Entity 5 77 % 23 % 100 % Entity 6 75 % 25 % 100 % Entity 7 70 % 30 % 100 % Entity 8 68 % 32 % 100 % Entity 9 67 % 33 % 100 % Entity 10 58 % 42 % 100 % Entity 11 52 % 48 % 100 % As of December 31, 2022, the noncontrolling interests in the Company’s consolidated entities were comprised of the following (22 entities): Entities - Major Owner Noncontrolling Interest LGME’s ownership Total Entities 1-4 99 % 1 % 100 % Entity 5 75 % 25 % 100 % Entity 6 68 % 32 % 100 % Entity 7 67 % 33 % 100 % Entities 8-9 58 % 42 % 100 % Entities 10-22 52 % 48 % 100 % As of June 30, 2024, the noncontrolling interests in the Company’s consolidated entities are comprised of the following (12 entities): Entities - Major Owner Noncontrolling Interest Company Ownership Total Entities 1-3 99 % 1 % 100 % Entity 4 95 % 5 % 100 % Entity 5 92 % 8 % 100 % Entity 6 77 % 23 % 100 % Entity 7 75 % 25 % 100 % Entity 8 70 % 30 % 100 % Entity 9 68 % 32 % 100 % Entity 10 67 % 33 % 100 % Entity 11 57 % 43 % 100 % Entity 12 52 % 48 % 100 % As of December 31, 2023, the noncontrolling interests in the Company’s consolidated entities were comprised of the following (11 entities): Entities - Major Owner Noncontrolling Interest Company Ownership Total Entities 1-3 99 % 1 % 100 % Entity 4 95 % 5 % 100 % Entity 5 77 % 23 % 100 % Entity 6 75 % 25 % 100 % Entity 7 70 % 30 % 100 % Entity 8 68 % 32 % 100 % Entity 9 67 % 33 % 100 % Entity 10 58 % 42 % 100 % Entity 11 52 % 48 % 100 % |
Change in Carrying Value of Redeemable Noncontrolling Interest | Changes in the carrying value of the redeemable noncontrolling interest for the period from the Closing Date through December 31, 2023 were as follows: Balance as of December 27, 2023 $ (42,431) Net income attributable to redeemable noncontrolling interest 1,080 Change in redemption value of redeemable noncontrolling interest 5,826 Balance as of December 31, 2023 $ (35,525) Changes in the carrying value of the redeemable noncontrolling interest for the period from the six months through June 30, 2024 were as follows: Balance as of December 31, 2023 $ (35,525) Net loss attributable to redeemable noncontrolling interest (42,200) Change in redemption value of redeemable noncontrolling interest 186,707 Balance as of June 30, 2024 $ 108,982 |
Organization and Operations (De
Organization and Operations (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 27, 2023 | [1] | Dec. 31, 2022 | Mar. 04, 2024 | Jan. 26, 2024 | |
Subsequent Event [Line Items] | |||||||||||
Accumulated deficit | $ 80,456 | $ 149,451 | $ 149,451 | $ 80,456 | |||||||
Working capital deficit | 104,743 | 73,546 | 73,546 | 104,743 | $ 6,934 | ||||||
Net loss | (1,287) | 27,854 | $ (5,825) | 60,844 | $ 5,881 | 54,738 | $ 56,025 | 4,152 | |||
Net cash flows from operating activities | (42,170) | $ (7,322) | 8,665 | 45,639 | |||||||
Cash and cash equivalents | $ 11,626 | $ 9,339 | $ 9,339 | $ 11,626 | $ 23,179 | ||||||
Redeemable Preferred Stock | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Number of non-convertible redeemable preferred stock shares available (in shares) | 25 | ||||||||||
Subsequent Event | Redeemable Preferred Stock | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Number of non-convertible redeemable preferred stock shares available (in shares) | 25 | ||||||||||
Senior Notes | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Maximum aggregate principal amount | $ 25,773 | ||||||||||
Senior Notes | Subsequent Event | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Maximum aggregate principal amount | $ 25,773 | ||||||||||
[1] The Merger occurred on December 27, 2023. As a result, net loss for the year ended December 31, 2023 was attributed to the pre-Merger period from January 1, 2023 through December 27, 2023 and to the post-Merger period from December 28, 2023 through December 31, 2023. During the pre-Merger period, net loss was attributable to LGM Enterprises, LLC and its noncontrolling interests. During the post-Merger period, net income was attributable to flyExclusive, Inc. and its noncontrolling interests and redeemable noncontrolling interest. Refer to the table below for the attribution of net income (loss) to controlling interests (LGM Enterprises, LLC for the pre-Merger period and flyExclusive, Inc. for the post-Merger period), noncontrolling interests, and redeemable noncontrolling interest during the pre-Merger and post-Merger periods. (In thousands) Controlling Interests Noncontrolling Redeemable noncontrolling interest Total Net loss of LGM Enterprises, LLC attributed to the pre-Merger period from January 1, 2023 through December 27, 2023 $ (47,134) $ (8,891) $ — $ (56,025) Net income (loss) of flyExclusive, Inc. attributed to the post-Merger period from December 28, 2023 through December 31, 2023. 299 (92) 1,080 1,287 Total net income (loss) for the year ended December 31, 2023 $ (46,835) $ (8,983) $ 1,080 $ (54,738) |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Narrative (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||
Jun. 30, 2024 USD ($) shares | Feb. 27, 2024 shares | Jan. 03, 2024 shares | Dec. 31, 2023 USD ($) security shares | Dec. 27, 2023 shares | Jun. 30, 2024 USD ($) shares | Mar. 31, 2024 shares | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) shares | Jun. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) security segment shares | Dec. 31, 2022 USD ($) security | Nov. 10, 2023 | Nov. 01, 2021 USD ($) | |
Product Information [Line Items] | ||||||||||||||
Number of operating segments | segment | 1 | |||||||||||||
Net sales | $ 79,013 | $ 100,338 | $ 158,985 | $ 177,370 | $ 315,362 | $ 320,042 | ||||||||
Cost of revenue | 72,755 | 65,084 | 146,989 | 130,274 | 264,176 | 255,441 | ||||||||
Accounts receivable, allowance for credit losses | $ 80 | $ 80 | 80 | 80 | 80 | 82 | ||||||||
Notes receivable, allowance for credit losses | 827 | $ 2,558 | 827 | 827 | 2,558 | 0 | ||||||||
Realized losses on investment securities | 46 | 243 | $ 238 | $ 400 | ||||||||||
Number of debt securities in an unrealized loss position | security | 13 | 13 | 24 | |||||||||||
Fair value of debt securities in an unrealized loss position | $ 4,263 | $ 4,263 | $ 7,236 | |||||||||||
Fair value of debt securities in an unrealized loss position greater than one year | 2,759 | 2,759 | 1,765 | |||||||||||
Unrealized loss on investments | 395 | 98 | ||||||||||||
Impairment loss | $ 0 | 0 | ||||||||||||
Change in fair value of liability, location | Other income (expense) | |||||||||||||
Guaranteed Revenue Program, minimum term | 28 months | |||||||||||||
Guaranteed Revenue Program, drawdown period | 10 months | |||||||||||||
Customer deposit per aircraft | $ 1,250 | |||||||||||||
Guaranteed revenue program deposits | $ 0 | $ 0 | 37,500 | |||||||||||
Fractional ownership, contractual term (up to) | 5 years | 5 years | ||||||||||||
Gain on aircraft sold | $ 13,905 | 15,333 | ||||||||||||
Period for stockholder approval of equity incentive plan | 12 months | |||||||||||||
Capitalized sales commissions | 283 | 211 | 536 | 543 | 1,315 | 1,053 | ||||||||
Contract acquisition costs, current | 546 | $ 514 | 546 | 546 | 514 | 290 | ||||||||
Contract acquisition costs, noncurrent | $ 704 | $ 631 | 704 | 704 | 631 | 484 | ||||||||
Amortization of contract costs | $ 272 | $ 184 | $ 547 | $ 339 | 827 | 653 | ||||||||
Advertising expense | $ 6,013 | 3,242 | ||||||||||||
Aircraft Engine | ||||||||||||||
Product Information [Line Items] | ||||||||||||||
Estimated Useful Life | 7 years | 7 years | ||||||||||||
Maximum | ||||||||||||||
Product Information [Line Items] | ||||||||||||||
Customer deposits | $ 500 | $ 500 | ||||||||||||
Common Class A | Common Stock | ||||||||||||||
Product Information [Line Items] | ||||||||||||||
Issuance of Class A common stock upon conversion of Bridge Notes (in shares) | shares | 73,947 | 203,500 | 9,550,274 | 277,447 | ||||||||||
Affiliates and Non-Affiliates of EGA Sponsor | Shares Issued for Bridge Notes | Common Class A | Common Stock | ||||||||||||||
Product Information [Line Items] | ||||||||||||||
Issuance of Class A common stock upon conversion of Bridge Notes (in shares) | shares | 9,550,274 | |||||||||||||
Employee Stock | ||||||||||||||
Product Information [Line Items] | ||||||||||||||
Number of shares reserved for issuance (in shares) | shares | 1,500,000 | 1,500,000 | 1,500,000 | 1,500,000 | 1,500,000 | |||||||||
Shares purchased by employees (in shares) | shares | 0 | 0 | ||||||||||||
Revenue Benchmark | Customer Concentration Risk | One Customer | ||||||||||||||
Product Information [Line Items] | ||||||||||||||
Net sales | $ 67,985 | $ 125,360 | ||||||||||||
Concentration risk, percentage | 22% | 39% | ||||||||||||
Accounts Receivable | Customer Concentration Risk | One Customer | ||||||||||||||
Product Information [Line Items] | ||||||||||||||
Concentration risk, percentage | 12% | 91% | ||||||||||||
Accounts receivable, net | $ 341 | $ 341 | $ 8,682 | |||||||||||
Cost of Revenue Benchmark | Supplier Concentration Risk | One Vendor | ||||||||||||||
Product Information [Line Items] | ||||||||||||||
Concentration risk, percentage | 23% | 16% | ||||||||||||
Cost of revenue | $ 60,909 | $ 39,656 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Property and Equipment, Net (Details) | Dec. 31, 2023 |
Transportation equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 5 years |
Transportation equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 20 years |
Office furniture and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 3 years |
Office furniture and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 10 years |
Merger - Narrative (Details)
Merger - Narrative (Details) | 3 Months Ended | 12 Months Ended | |||||||||||||
Feb. 27, 2024 shares | Jan. 09, 2024 shares | Jan. 03, 2024 shares | Jan. 02, 2024 USD ($) shares | Dec. 31, 2023 USD ($) business_day shares | Dec. 27, 2023 USD ($) business_day agreement shares | Dec. 26, 2023 USD ($) $ / shares shares | Mar. 31, 2024 shares | Dec. 31, 2023 USD ($) business_day | Dec. 31, 2022 USD ($) | Jun. 30, 2024 USD ($) | May 10, 2024 shares | Oct. 28, 2022 USD ($) | Aug. 01, 2022 USD ($) | May 25, 2021 USD ($) | |
Schedule of Reverse Recapitalization [Line Items] | |||||||||||||||
Number of shares called by each warrant (in shares) | 1 | ||||||||||||||
Long-term debt | $ | $ 193,289,000 | $ 193,289,000 | $ 206,313,000 | ||||||||||||
Proceeds from merger | $ | $ 8,350,000 | $ 8,350,000 | $ 0 | ||||||||||||
Bridge Notes | |||||||||||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||||||||||
Long-term debt | $ | $ 95,503,000 | $ 85,000,000 | |||||||||||||
Public Warrants | |||||||||||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||||||||||
Number of warrants (in shares) | 7,066,668 | 2,521,569 | |||||||||||||
Private Placement Warrant | |||||||||||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||||||||||
Number of warrants (in shares) | 4,333,333 | ||||||||||||||
Existing Equityholders | |||||||||||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||||||||||
Stock converted (in shares) | 60,000,000 | ||||||||||||||
EGA | Public Warrants | |||||||||||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||||||||||
Warrants agreed to be exchanged (in shares) | 1,694,456 | ||||||||||||||
Warrants exchanged (in shares) | 433,332 | ||||||||||||||
Underwriter | |||||||||||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||||||||||
Merger, number of agreements entered into to amend terms | agreement | 2 | ||||||||||||||
Underwriter | Underwriting Agreement | |||||||||||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||||||||||
Merger, payment due at closing | $ | $ 7,875,000 | ||||||||||||||
Underwriter | Amended Underwriting Agreement | |||||||||||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||||||||||
Merger, payment due at closing | $ | $ 500,000 | ||||||||||||||
Stock, shares to be issued (in shares) | 300,000 | ||||||||||||||
Stock, shares to be issued, maximum number of days following initial filing | 5 days | ||||||||||||||
Merger, provision for additional payment, maximum number of business days registration is not deemed effective | business_day | 60 | 60 | 60 | ||||||||||||
Underwriter | Letter Agreement | |||||||||||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||||||||||
Merger, one-time success fee due at closing | $ | $ 1,500,000 | ||||||||||||||
Underwriter | Amended Letter Agreement | |||||||||||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||||||||||
Merger, one-time success fee due, maximum number of days after closing | 60 days | ||||||||||||||
Mr. Segrave, Jr. | |||||||||||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||||||||||
Common units, redeemed (in shares) | 70,000 | ||||||||||||||
Common Class A | Common Stock | |||||||||||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||||||||||
Stock transferred during period, shares, non-redemption agreement (in shares) | 70,000 | ||||||||||||||
Stock issued for services (in shares) | 73,600 | 73,600 | |||||||||||||
Issuance of Class A common stock upon conversion of Bridge Notes (in shares) | 73,947 | 203,500 | 9,550,274 | 277,447 | |||||||||||
Common Class A | Common Stock | Third Party | |||||||||||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||||||||||
Stock transferred during period, shares, non-redemption agreement (in shares) | 70,000 | ||||||||||||||
Common Class A | Common Stock | EGA Sponsor | Private Placement Warrant | |||||||||||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||||||||||
Number of warrants (in shares) | 4,333,333 | ||||||||||||||
Common Class A | Common Stock | EGA Sponsor | Not Subject to Possible Redemption | |||||||||||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||||||||||
Recapitalization exchange ratio | 1 | ||||||||||||||
Common Class A | Common Stock | EGA | |||||||||||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||||||||||
Stock exchanged (in shares) | 75,000 | ||||||||||||||
Common Class A | Common Stock | EGA | Public Warrants | |||||||||||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||||||||||
Number of warrants (in shares) | 7,066,668 | 372,780 | |||||||||||||
Number of shares called by each warrant (in shares) | 1 | ||||||||||||||
Common Class A | Common Stock | EGA | Public Warrants | Shares Issued for EGA Public Warrants | |||||||||||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||||||||||
Stock acquired (in shares) | 95,333 | ||||||||||||||
Common Class A | Common Stock | EGA | Private Placement Warrant | |||||||||||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||||||||||
Number of shares called by each warrant (in shares) | 1 | ||||||||||||||
Common Class A | Common Stock | Underwriter | |||||||||||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||||||||||
Purchase of stock, reimbursement received | $ | $ 18,000 | $ 800,000 | |||||||||||||
Common Class A | Common Stock | Underwriter | Amended Underwriting Agreement | |||||||||||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||||||||||
Reverse recapitalization, contingent consideration, equity (in shares) | 50,000 | 50,000 | |||||||||||||
Common Class A | Common Stock | Underwriter | Public Stockholder | |||||||||||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||||||||||
Stock sold (in shares) | 75,000 | 75,000 | 75,000 | ||||||||||||
Stock, redemption reversed (in shares) | 75,000 | ||||||||||||||
Stock sold, consideration received | $ | $ 818,000 | ||||||||||||||
Stock sold, price per share (in dollars per share) | $ / shares | $ 10.90 | ||||||||||||||
Common Class A | Common Stock | Investor | Mr. Segrave, Jr. | |||||||||||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||||||||||
Stock transferred during period, shares, non-redemption agreement (in shares) | 70,000 | ||||||||||||||
Common Class A | Common Stock | Affiliates and Non-Affiliates of EGA Sponsor | Shares Issued for Bridge Notes | |||||||||||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||||||||||
Issuance of Class A common stock upon conversion of Bridge Notes (in shares) | 9,550,274 | ||||||||||||||
Common Class B | Common Stock | |||||||||||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||||||||||
Stock transferred during period, shares, non-redemption agreement (in shares) | (70,000) | ||||||||||||||
Stock cancelled during period, shares, non-redemption agreement | 70,000 | ||||||||||||||
Common Class B | Common Stock | Existing Equityholders | |||||||||||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||||||||||
Stock converted (in shares) | 60,000,000 | ||||||||||||||
Common Class B | Common Stock | EGA Sponsor | |||||||||||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||||||||||
Recapitalization exchange ratio | 1 | ||||||||||||||
Common Class B | Common Stock | EGA Sponsor | Shares Issued for EGA Stock | |||||||||||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||||||||||
Stock acquired (in shares) | 1,000 | ||||||||||||||
EGA Common Class A | Common Stock | EGA | Private Placement Warrant | |||||||||||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||||||||||
Number of shares called by each warrant (in shares) | 1 |
Merger - Stock Outstanding Afte
Merger - Stock Outstanding After Merger (Details) - shares | Dec. 27, 2023 | Jun. 30, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Common Class A | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
Common stock, outstanding (in shares) | 17,899,586 | 16,647,529 | 0 | ||
Common Class B | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
Common stock, outstanding (in shares) | 59,930,000 | 59,930,000 | 0 | ||
Common Stock | Common Class A and Common Class B | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
Common stock, outstanding (in shares) | 76,577,529 | ||||
Common Stock | Common Class A | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
flyExclusive Class A common stock held by third party in accordance with execution of Non-Redemption Agreement (in shares) | 70,000 | ||||
Common stock, outstanding (in shares) | 17,899,586 | 17,892,021 | 16,647,529 | ||
Common Stock | Common Class A | Shares Issued for EGA Stock and Warrants | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
Stock acquired (in shares) | 7,027,255 | ||||
Common Stock | Common Class A | EGA | Shares Issued for EGA Stock Subject to Redemption | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
Stock acquired (in shares) | 1,306,922 | ||||
Common Stock | Common Class A | EGA | Public Warrants | Shares Issued for EGA Public Warrants | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
Stock acquired (in shares) | 95,333 | ||||
Common Stock | Common Class A | EGA Sponsor | Shares Issued for EGA Stock Not Subject to Redemption | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
Stock acquired (in shares) | 5,624,000 | ||||
Common Stock | Common Class A | Affiliates of EGA Sponsor | Shares Issued for Bridge Notes | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
Stock acquired (in shares) | 8,326,712 | ||||
Common Stock | Common Class A | Non-Affiliates of EGA Sponsor | Shares Issued for Bridge Notes | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
Stock acquired (in shares) | 1,223,562 | ||||
Common Stock | Common Class A | Third Party | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
flyExclusive Class A common stock held by third party in accordance with execution of Non-Redemption Agreement (in shares) | 70,000 | ||||
Common Stock | Common Class B | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
flyExclusive Class A common stock held by third party in accordance with execution of Non-Redemption Agreement (in shares) | (70,000) | ||||
Common stock, outstanding (in shares) | 59,930,000 | 59,930,000 | 59,930,000 | ||
Common Stock | Common Class B | EGA Sponsor | Shares Issued for EGA Stock | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
Stock acquired (in shares) | 1,000 | ||||
Common Stock | Common Class B | Existing Equityholders | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
flyExclusive Class B common stock held by LGM Existing Equityholders (in shares) | 59,930,000 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets and Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Mar. 04, 2024 | Dec. 31, 2023 | Dec. 27, 2023 | Dec. 31, 2022 |
Assets: | |||||
Short-term investments | $ 69,431 | $ 71,230 | $ 69,448 | ||
Assets | 71,181 | 72,117 | 69,963 | ||
Liabilities: | |||||
Derivative liability | 5,226 | $ 3,746 | 2,508 | $ 2,248 | 971 |
Liabilities | 5,226 | 2,508 | 971 | ||
Public Warrants | |||||
Liabilities: | |||||
Warrant liabilities | 1,399 | 1,555 | |||
Private Placement Warrants | |||||
Liabilities: | |||||
Warrant liabilities | 2,405 | 953 | |||
Level 1 | |||||
Assets: | |||||
Short-term investments | 842 | 849 | 0 | ||
Assets | 2,592 | 1,736 | 515 | ||
Liabilities: | |||||
Derivative liability | 0 | ||||
Liabilities | 1,399 | 1,555 | 0 | ||
Level 1 | Public Warrants | |||||
Liabilities: | |||||
Warrant liabilities | 1,399 | 1,555 | |||
Level 1 | Private Placement Warrants | |||||
Liabilities: | |||||
Warrant liabilities | 0 | 0 | |||
Level 2 | |||||
Assets: | |||||
Short-term investments | 68,589 | 70,381 | 69,448 | ||
Assets | 68,589 | 70,381 | 69,448 | ||
Liabilities: | |||||
Derivative liability | 0 | ||||
Liabilities | 2,405 | 953 | 0 | ||
Level 2 | Public Warrants | |||||
Liabilities: | |||||
Warrant liabilities | 0 | 0 | |||
Level 2 | Private Placement Warrants | |||||
Liabilities: | |||||
Warrant liabilities | 2,405 | 953 | |||
Level 3 | |||||
Assets: | |||||
Short-term investments | 0 | 0 | 0 | ||
Assets | 0 | 0 | 0 | ||
Liabilities: | |||||
Derivative liability | 971 | ||||
Liabilities | 1,422 | 0 | 971 | ||
Level 3 | Public Warrants | |||||
Liabilities: | |||||
Warrant liabilities | 0 | 0 | |||
Level 3 | Private Placement Warrants | |||||
Liabilities: | |||||
Warrant liabilities | 0 | 0 | |||
Money market mutual funds | |||||
Assets: | |||||
Money market mutual funds | 1,750 | 887 | 515 | ||
Money market mutual funds | Level 1 | |||||
Assets: | |||||
Money market mutual funds | 1,750 | 887 | 515 | ||
Money market mutual funds | Level 2 | |||||
Assets: | |||||
Money market mutual funds | 0 | 0 | 0 | ||
Money market mutual funds | Level 3 | |||||
Assets: | |||||
Money market mutual funds | $ 0 | $ 0 | $ 0 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Valuation Assumptions (Details) | 12 Months Ended | ||||
Dec. 31, 2023 | Jun. 30, 2024 | Mar. 04, 2024 | Dec. 27, 2023 decimal | Oct. 17, 2022 decimal | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Change in fair value of liability, location | Other income (expense) | ||||
Level 3 | Exchange closing price | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Derivative liability, measurement input | 11.98 | 9.82 | |||
Level 3 | Contractual conversion price | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Derivative liability, measurement input | 10 | 10 | |||
Level 3 | Risk free rate | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Derivative liability, measurement input | 0.044 | 0.042 | 0.056 | 0.043 | |
Level 3 | Volatility | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Derivative liability, measurement input | 1.150 | 0.950 | 0.151 | 0.045 |
Fair Value Measurements - Sch_3
Fair Value Measurements - Schedule of Change in Fair Value of Derivative Liability (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 971 | $ 0 |
Issuance of derivative instrument | 1,441 | |
Change in fair value of derivative liability | 14,589 | (470) |
Derecognition of derivative liability | (15,560) | |
Ending balance | $ 0 | $ 971 |
Variable Interest Entities - Na
Variable Interest Entities - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2024 | |
Variable Interest Entity [Line Items] | |||
Financial contributions | $ 9,541 | $ 14,549 | |
Paint Entity | |||
Variable Interest Entity [Line Items] | |||
Ownership percentage | 50% | 50% |
Variable Interest Entities - Ba
Variable Interest Entities - Balance Sheets (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Variable Interest Entity [Line Items] | |||
Property and equipment, net | $ 251,476 | $ 253,976 | $ 252,693 |
Long-term notes payable, current portion | 22,753 | 26,471 | 23,581 |
Long-term notes payable, non-current portion | 166,818 | 222,320 | |
Variable Interest Entity, Primary Beneficiary | |||
Variable Interest Entity [Line Items] | |||
Cash | 837 | 805 | 1,041 |
Property and equipment, net | 66,312 | 69,815 | 63,913 |
Long-term notes payable, current portion | 4,722 | 3,087 | 5,841 |
Long-term notes payable, non-current portion | $ 34,193 | $ 37,404 | $ 40,562 |
Variable Interest Entities - St
Variable Interest Entities - Statements of Operations and Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Variable Interest Entity [Line Items] | ||||||
Interest expense | $ 5,666 | $ 5,312 | $ 10,321 | $ 9,927 | $ 22,223 | $ 8,291 |
Depreciation and amortization | 6,682 | 7,062 | 13,173 | 13,477 | 26,982 | 23,114 |
Variable Interest Entity, Primary Beneficiary | ||||||
Variable Interest Entity [Line Items] | ||||||
Interest expense | 497 | 529 | 1,009 | 1,049 | 2,147 | 1,533 |
Depreciation and amortization | $ 1,751 | $ 2,004 | $ 3,503 | $ 3,944 | $ 7,519 | $ 7,098 |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||||||
Net sales | $ 79,013 | $ 100,338 | $ 158,985 | $ 177,370 | $ 315,362 | $ 320,042 |
Flights | Services transferred at a point in time: | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Net sales | 74,384 | 97,428 | 150,504 | 172,029 | 303,299 | 314,039 |
Memberships | Services transferred over time: | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Net sales | 1,339 | 1,437 | 2,806 | 2,915 | 5,458 | 3,939 |
MRO | Services transferred over time: | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Net sales | 2,244 | 1,113 | 3,734 | 1,817 | 4,606 | 1,556 |
Fractional ownership purchase price | Services transferred over time: | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Net sales | $ 1,046 | $ 360 | $ 1,941 | $ 609 | $ 1,999 | $ 508 |
Revenue - Rollforward of Deferr
Revenue - Rollforward of Deferred Revenue (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Change in Contract with Customer Liability [Roll Forward] | |||
Beginning balance | $ 93,940 | $ 60,602 | $ 32,795 |
Revenue recognized | 127,990 | (185,908) | (179,355) |
Revenue deferred | (130,787) | 219,246 | 207,162 |
Ending balance | $ 91,143 | $ 93,940 | $ 60,602 |
Other Receivables (Details)
Other Receivables (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Other receivables | $ 5,526 | $ 4,460 | $ 4,925 |
Rebate receivables | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Other receivables | 830 | 871 | 1,375 |
Federal excise tax receivable | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Other receivables | 4,247 | 3,079 | 2,506 |
Insurance settlement in process | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Other receivables | 300 | 298 | 931 |
Other | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Other receivables | $ 149 | $ 212 | $ 113 |
Parts and Supplies Inventory (D
Parts and Supplies Inventory (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Inventory [Line Items] | |||
Parts and supplies inventory | $ 6,050 | $ 5,142 | $ 5,872 |
Aircraft parts | |||
Inventory [Line Items] | |||
Parts and supplies inventory | 4,824 | 3,350 | |
Materials and supplies | |||
Inventory [Line Items] | |||
Parts and supplies inventory | $ 318 | $ 2,522 |
Prepaid Expenses and Other Cu_5
Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||
Prepaid vendor expenses | $ 2,253 | $ 2,520 | $ 1,717 |
Prepaid insurance | 243 | 446 | 1,894 |
Capitalized transaction costs | 0 | 1,233 | |
Prepaid directors and officers insurance | 1,259 | 2,518 | 0 |
Prepaid maintenance | 7 | 60 | 181 |
Prepaid non-aircraft subscriptions | 375 | 113 | 135 |
MRO revenue in excess of billings | 697 | 581 | 292 |
Deferred commission | 560 | 514 | 413 |
Prepaid expenses and other current assets | $ 5,394 | $ 6,752 | $ 5,865 |
Investments in Securities - Sch
Investments in Securities - Schedule of Marketable Securities at Cost and Fair Value (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Securities, Available-for-Sale [Line Items] | |||
Amortized Cost | $ 69,693 | $ 71,299 | $ 69,924 |
Gross Unrealized Gains | 162 | 335 | 362 |
Gross Unrealized Losses | (424) | (404) | (838) |
Fair Value | 69,431 | 71,230 | 69,448 |
U.S. treasury bills | |||
Debt Securities, Available-for-Sale [Line Items] | |||
Amortized Cost | 59,783 | 60,801 | 59,764 |
Gross Unrealized Gains | 37 | 131 | 319 |
Gross Unrealized Losses | (35) | 0 | 0 |
Fair Value | 59,785 | 60,932 | 60,083 |
Municipal bonds | |||
Debt Securities, Available-for-Sale [Line Items] | |||
Amortized Cost | 8,955 | 9,543 | 9,205 |
Gross Unrealized Gains | 70 | 148 | 40 |
Gross Unrealized Losses | (389) | (404) | (838) |
Fair Value | 8,636 | 9,287 | 8,407 |
Corporate/government bonds | |||
Debt Securities, Available-for-Sale [Line Items] | |||
Amortized Cost | 477 | 477 | 477 |
Gross Unrealized Gains | 28 | 29 | 0 |
Gross Unrealized Losses | 0 | 0 | 0 |
Fair Value | 505 | 506 | 477 |
Other bonds | |||
Debt Securities, Available-for-Sale [Line Items] | |||
Amortized Cost | 478 | 478 | 478 |
Gross Unrealized Gains | 27 | 27 | 3 |
Gross Unrealized Losses | 0 | 0 | 0 |
Fair Value | $ 505 | $ 505 | $ 481 |
Investments in Securities - Nar
Investments in Securities - Narrative (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Investments, Debt and Equity Securities [Abstract] | |||
Unrealized losses on available-for-sale debt securities | $ (262) | $ (69) | $ (476) |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 338,294 | $ 341,091 | $ 327,750 |
Less: Accumulated depreciation | (86,818) | (87,115) | (75,057) |
Property and equipment, net | 251,476 | 253,976 | 252,693 |
Transportation equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 316,859 | 311,584 | 294,846 |
Office furniture and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 3,147 | 3,131 | 2,591 |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 2,306 | 2,306 | 137 |
Construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 236 | 147 | 447 |
Deposits on transportation equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 15,746 | $ 23,923 | $ 29,729 |
Property and Equipment, Net - N
Property and Equipment, Net - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||||||
Depreciation and amortization expense | $ 6,338 | $ 6,777 | $ 12,517 | $ 12,925 | $ 25,833 | $ 23,114 |
Net carrying value of disposals of long-lived assets | 18,052 | 18,052 | 66,986 | 45,209 | ||
Capitalized interest | $ 0 | $ 0 | $ 0 | $ 161 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Intangible Assets, Gross | $ 3,761 | $ 3,486 | $ 2,680 |
Accumulated Amortization | (2,504) | (1,902) | (898) |
Intangible assets, net | 1,257 | 1,584 | 1,782 |
Intangible assets | 650 | 650 | 650 |
Total acquired intangible assets, gross | 4,411 | 4,136 | 3,330 |
Intangible assets, net | $ 1,907 | $ 2,234 | $ 2,432 |
Weighted-Average Useful Life (in years) | 3 years | 3 years | 3 years |
Intangible Assets - Narrative (
Intangible Assets - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||
Amortization of intangible assets | $ 308 | $ 240 | $ 602 | $ 511 | $ 1,004 | $ 898 |
Impairment charges related to definite-lived intangible assets | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Intangible Assets - Schedule _2
Intangible Assets - Schedule of Estimated Amortization Expense (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
2024 | $ 474 | $ 1,040 | |
2025 | 252 | 383 | |
2026 | 25 | 161 | |
2027 | 0 | 0 | |
2028 | 0 | ||
Thereafter | 0 | ||
Intangible assets, net | $ 1,257 | $ 1,584 | $ 1,782 |
Other Current Liabilities (Deta
Other Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Other Liabilities Disclosure [Abstract] | |||
Accrued vendor payments | $ 6,073 | $ 6,386 | $ 4,510 |
Accrued ERC payments | 9,044 | 9,044 | 8,909 |
Accrued underwriter fees | 0 | 1,500 | 0 |
Accrued directors and officers insurance | 0 | 2,518 | 0 |
Accrued employee-related expenses | 8,192 | 7,751 | 6,473 |
Accrued engine expenses | 100 | 4 | 1,139 |
Accrued tax expenses | 518 | 746 | 526 |
Accrued interest | 440 | 569 | 92 |
Other | 78 | 187 | 128 |
Total other current liabilities | $ 24,445 | $ 28,705 | $ 21,777 |
Other Non-Current Liabilities_4
Other Non-Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Other Liabilities Disclosure [Abstract] | |||
Guaranteed revenue program deposits | $ 0 | $ 37,500 | |
Fractional ownership deposits | $ 23,102 | 16,686 | 3,636 |
PPP loan | 0 | 339 | |
Other | 0 | 26 | 28 |
Total non-current liabilities | $ 23,102 | $ 16,712 | $ 41,503 |
Debt - Schedule of Short-Term N
Debt - Schedule of Short-Term Notes Payable (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Short-term notes payable | |||
Total short-term notes payable | $ 6,159 | $ 14,396 | $ 3,704 |
Notes Payable to Banks | |||
Short-term notes payable | |||
Less: Unamortized debt issuance costs | (26) | $ (4) | (52) |
Notes Payable to Banks | Bank 2 | |||
Short-term notes payable | |||
Weighted average interest rates | 7.50% | ||
Short-term notes payable, gross | $ 6,185 | $ 14,400 | $ 3,756 |
Debt - Short-Term Notes Payable
Debt - Short-Term Notes Payable Narrative (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Dec. 31, 2023 USD ($) | Sep. 30, 2023 USD ($) | Jun. 30, 2023 USD ($) loan | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Apr. 30, 2023 | Oct. 31, 2022 USD ($) | |
Short-Term Debt [Line Items] | |||||||||||
Unamortized debt issuance costs | $ 151,000 | $ 271,000 | $ 271,000 | $ 151,000 | |||||||
Interest expense | 5,666,000 | $ 5,312,000 | 10,321,000 | $ 9,927,000 | 22,223,000 | $ 8,291,000 | |||||
Notes Payable to Banks | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Principal amount | $ 3,756,000 | ||||||||||
Interest rate | 7.75% | 7.75% | 7.75% | 7.75% | 6.50% | ||||||
Principal balance paid off | $ 3,756,000 | ||||||||||
Number of short-term loan agreements | loan | 2 | ||||||||||
Debt instrument, term | 1 year | 6 months | |||||||||
Unamortized debt issuance costs | $ 4,000 | 26,000 | 26,000 | 4,000 | 52,000 | ||||||
Amortization of debt issuance costs | 4,000 | $ 4,000 | 11,000 | $ 22,000 | 175,000 | 162,000 | |||||
Interest expense | 124,000 | 77,000 | 249,000 | 157,000 | $ 928,000 | $ 578,000 | |||||
Notes Payable to Banks | Bank 2, Loan 1 | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Principal amount | $ 8,000,000 | 8,000,000 | 8,000,000 | ||||||||
Notes Payable to Banks | Bank 2, Loan 2 | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Principal amount | $ 6,400,000 | $ 6,400,000 | $ 6,400,000 | $ 6,400,000 | $ 6,400,000 |
Debt - Schedule of Long-Term De
Debt - Schedule of Long-Term Debt (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Oct. 17, 2022 | Aug. 31, 2020 | |
Debt Instrument [Line Items] | |||||
Total Long-term notes payable | $ 206,584 | $ 193,440 | $ 247,618 | ||
Less: Unamortized debt issuance costs and debt discount | (271) | (151) | (1,717) | ||
Less: current portion | (22,753) | (26,471) | (23,581) | ||
Long-term notes payable, non-current portion | 166,818 | 222,320 | |||
Notes Payable to Banks | Bank 1 | |||||
Debt Instrument [Line Items] | |||||
Total Long-term notes payable | $ 16,707 | $ 13,589 | $ 24,275 | ||
Notes Payable to Banks | Bank 1 | Minimum | |||||
Debt Instrument [Line Items] | |||||
Interest Rates | 4% | 4% | 4% | ||
Notes Payable to Banks | Bank 1 | Maximum | |||||
Debt Instrument [Line Items] | |||||
Interest Rates | 7.30% | 7.30% | 5.50% | ||
Notes Payable to Banks | Bank 2 | |||||
Debt Instrument [Line Items] | |||||
Total Long-term notes payable | $ 13,093 | $ 13,769 | $ 15,518 | ||
Notes Payable to Banks | Bank 2 | Minimum | |||||
Debt Instrument [Line Items] | |||||
Interest Rates | 4% | 4% | 4% | ||
Notes Payable to Banks | Bank 2 | Maximum | |||||
Debt Instrument [Line Items] | |||||
Interest Rates | 7.80% | 7.80% | 6.30% | ||
Notes Payable to Banks | Bank 3 | |||||
Debt Instrument [Line Items] | |||||
Total Long-term notes payable | $ 1,736 | $ 7,705 | $ 8,721 | ||
Notes Payable to Banks | Bank 3 | Minimum | |||||
Debt Instrument [Line Items] | |||||
Interest rates, fixed rate | 3.50% | 3.50% | |||
Notes Payable to Banks | Bank 3 | Maximum | SOFR | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 2.30% | 2.30% | 2.20% | ||
Notes Payable to Banks | Bank 4 | |||||
Debt Instrument [Line Items] | |||||
Total Long-term notes payable | $ 0 | $ 4,082 | $ 4,440 | ||
Notes Payable to Banks | Bank 4 | SOFR | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 2.90% | 2.80% | |||
Notes Payable to Banks | Bank 5 | |||||
Debt Instrument [Line Items] | |||||
Total Long-term notes payable | $ 3,527 | $ 3,759 | $ 4,204 | ||
Interest rate adjustment period | 5 years | 5 years | 5 years | ||
Notes Payable to Banks | Bank 5 | Prime Rate | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 2.75% | 2.75% | 2.75% | ||
Notes Payable to Banks | Bank 5 | Minimum | |||||
Debt Instrument [Line Items] | |||||
Interest Rates | 5.30% | 5.30% | |||
Notes Payable to Banks | Bank 5 | Minimum | LIBOR | |||||
Debt Instrument [Line Items] | |||||
Interest Rates | 5.30% | 5.30% | |||
Notes Payable to Banks | Bank 5 | Maximum | |||||
Debt Instrument [Line Items] | |||||
Interest Rates | 6% | 6% | 6% | ||
Notes Payable to Banks | Bank 5 | Maximum | LIBOR | |||||
Debt Instrument [Line Items] | |||||
Interest Rates | 6% | 6% | |||
Notes Payable to Banks | Bank 6 | |||||
Debt Instrument [Line Items] | |||||
Interest Rates | 7.70% | 7.70% | 5.40% | ||
Total Long-term notes payable | $ 1,741 | $ 1,843 | $ 2,114 | ||
Notes Payable to Banks | Bank 7 | |||||
Debt Instrument [Line Items] | |||||
Interest Rates | 4% | 4% | 4% | ||
Total Long-term notes payable | $ 927 | $ 1,061 | $ 1,320 | ||
Notes Payable to Banks | Financial Institution 1 | |||||
Debt Instrument [Line Items] | |||||
Interest Rates | 0.25% | 5.30% | |||
Total Long-term notes payable | $ 3,140 | $ 3,290 | $ 3,650 | ||
Notes Payable to Banks | Financial Institution 1 | Schwab Loan Rate | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 0.25% | 0.25% | |||
Notes Payable to Banks | Financial Institution 2 | |||||
Debt Instrument [Line Items] | |||||
Total Long-term notes payable | $ 8,123 | $ 8,435 | $ 17,882 | ||
Notes Payable to Banks | Financial Institution 2 | Minimum | |||||
Debt Instrument [Line Items] | |||||
Interest Rates | 3.60% | 3.60% | 3.60% | ||
Notes Payable to Banks | Financial Institution 2 | Maximum | |||||
Debt Instrument [Line Items] | |||||
Interest Rates | 7% | 7% | 7% | ||
Notes Payable to Banks | Financial Institution 3 | |||||
Debt Instrument [Line Items] | |||||
Total Long-term notes payable | $ 35,607 | $ 22,612 | $ 0 | ||
Notes Payable to Banks | Financial Institution 3 | Minimum | |||||
Debt Instrument [Line Items] | |||||
Interest Rates | 9% | 9% | |||
Notes Payable to Banks | Financial Institution 3 | Maximum | |||||
Debt Instrument [Line Items] | |||||
Interest Rates | 9.50% | 9.50% | |||
Line of Credit | Financial Institution 4 | |||||
Debt Instrument [Line Items] | |||||
Total Long-term notes payable | $ 70,378 | $ 72,688 | $ 32,153 | ||
Line of Credit | Financial Institution 4 | Minimum | SOFR | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 1.30% | 1.30% | 2.30% | ||
Line of Credit | Financial Institution 4 | Maximum | SOFR | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 2.80% | 2.80% | 2.80% | ||
Bridge Notes | |||||
Debt Instrument [Line Items] | |||||
Interest Rates | 10% | 10% | |||
Total Long-term notes payable | $ 86,816 | ||||
Other Debt Payable | EID loan | |||||
Debt Instrument [Line Items] | |||||
Interest Rates | 3.75% | ||||
Total Long-term notes payable | $ 122 | $ 116 | 122 | ||
Variable Interest Entity, Primary Beneficiary | |||||
Debt Instrument [Line Items] | |||||
Total Long-term notes payable | 38,915 | 40,491 | 46,403 | ||
Less: current portion | (4,722) | (3,087) | (5,841) | ||
Long-term notes payable, non-current portion | $ 34,193 | $ 37,404 | $ 40,562 |
Debt - Long-Term Debt Narrative
Debt - Long-Term Debt Narrative (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||||||||||||||
Mar. 09, 2024 USD ($) | Dec. 31, 2023 USD ($) | Dec. 27, 2023 USD ($) shares | Oct. 31, 2023 USD ($) | Sep. 30, 2023 USD ($) | Apr. 30, 2023 USD ($) | Mar. 31, 2023 USD ($) | Aug. 31, 2020 USD ($) | Aug. 31, 2018 USD ($) | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) loan | Jun. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) loan | Dec. 26, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 | Dec. 31, 2024 | Mar. 04, 2024 USD ($) | Dec. 28, 2023 USD ($) | Oct. 28, 2022 USD ($) | Oct. 17, 2022 USD ($) | Sep. 30, 2022 USD ($) | May 11, 2021 | Jan. 31, 2021 USD ($) | Nov. 30, 2020 USD ($) | Aug. 31, 2019 USD ($) | |
Schedule of Debt [Line Items] | |||||||||||||||||||||||||||
Unamortized debt issuance costs | $ 151,000 | $ 271,000 | $ 271,000 | $ 151,000 | |||||||||||||||||||||||
Interest expense | 5,666,000 | $ 5,312,000 | 10,321,000 | $ 9,927,000 | 22,223,000 | $ 8,291,000 | |||||||||||||||||||||
Long-term debt | 193,289,000 | 206,313,000 | 206,313,000 | 193,289,000 | |||||||||||||||||||||||
Outstanding debt obligations for which waiver letters were received | 42,675,000 | 10,838,000 | 10,838,000 | 42,675,000 | 13,645,000 | ||||||||||||||||||||||
Derivative liability | 2,508,000 | $ 2,248,000 | 5,226,000 | 5,226,000 | 2,508,000 | 971,000 | $ 3,746,000 | ||||||||||||||||||||
Unrealized gain (loss) related to the change in fair value of derivative liability | 0 | (509,000) | $ 0 | 107,000 | (14,589,000) | $ (14,589,000) | 470,000 | ||||||||||||||||||||
Derivative liability, write-off | 0 | (15,560,000) | 0 | ||||||||||||||||||||||||
Gain on extinguishment of debt | 14,843,000 | 0 | |||||||||||||||||||||||||
Long-term notes payable, non-current portion | 166,818,000 | 166,818,000 | 222,320,000 | ||||||||||||||||||||||||
Payroll Protection Program CARES Act | |||||||||||||||||||||||||||
Schedule of Debt [Line Items] | |||||||||||||||||||||||||||
Debt, term | 5 years | ||||||||||||||||||||||||||
Principal amount | $ 339,000 | ||||||||||||||||||||||||||
Interest rate | 1% | ||||||||||||||||||||||||||
Percent of loan used for payroll-related expenses | 100% | ||||||||||||||||||||||||||
Long-term notes payable, non-current portion | 339,000 | ||||||||||||||||||||||||||
Loan forgiveness amount | $ 339,000 | ||||||||||||||||||||||||||
Notes Payable to Banks | |||||||||||||||||||||||||||
Schedule of Debt [Line Items] | |||||||||||||||||||||||||||
Late payment, penalty fee, percent | 5% | ||||||||||||||||||||||||||
Number of separate loan agreements | loan | 40 | 40 | |||||||||||||||||||||||||
Unamortized debt issuance costs | 151,000 | 271,000 | $ 271,000 | $ 151,000 | 217,000 | ||||||||||||||||||||||
Amortization of debt issuance costs | 52,000 | 15,000 | 67,000 | 41,000 | 98,000 | 79,000 | |||||||||||||||||||||
Interest expense | 3,047,000 | 2,041,000 | 5,754,000 | 3,615,000 | 9,251,000 | 4,023,000 | |||||||||||||||||||||
Bridge Notes | |||||||||||||||||||||||||||
Schedule of Debt [Line Items] | |||||||||||||||||||||||||||
Unamortized debt issuance costs | $ 0 | $ 0 | $ 0 | 0 | $ 1,500,000 | ||||||||||||||||||||||
Long-term debt | $ 95,503,000 | $ 85,000,000 | |||||||||||||||||||||||||
Principal amount | $ 35,000,000 | $ 50,000,000 | |||||||||||||||||||||||||
Maximum borrowing capacity | $ 85,000,000 | ||||||||||||||||||||||||||
Interest rate | 10% | 10% | |||||||||||||||||||||||||
Derivative liability | 15,560,000 | $ 0 | $ 1,441,000 | ||||||||||||||||||||||||
Principal balance converted | 85,000,000 | ||||||||||||||||||||||||||
Interest converted | 10,503,000 | ||||||||||||||||||||||||||
Unrealized gain (loss) related to the change in fair value of derivative liability | $ 107,000 | $ (509,000) | |||||||||||||||||||||||||
Debt issuance cost, write-off | $ 717,000 | ||||||||||||||||||||||||||
Amortization of debt discount | 783,000 | $ 202,000 | |||||||||||||||||||||||||
Interest expense | $ 8,687,000 | $ 1,816,000 | |||||||||||||||||||||||||
Effective interest rate | 13.30% | 14.30% | |||||||||||||||||||||||||
Bridge Notes | Common Class A | |||||||||||||||||||||||||||
Schedule of Debt [Line Items] | |||||||||||||||||||||||||||
Debt converted, shares issued (in shares) | shares | 9,550,274 | ||||||||||||||||||||||||||
Other Debt Payable | EID loan | |||||||||||||||||||||||||||
Schedule of Debt [Line Items] | |||||||||||||||||||||||||||
Debt, term | 30 years | ||||||||||||||||||||||||||
Proceeds from loans | $ 122,000 | ||||||||||||||||||||||||||
Interest rate | 3.75% | ||||||||||||||||||||||||||
Principal and interest deferral period | 12 months | 24 months | |||||||||||||||||||||||||
Minimum | Notes Payable to Banks | |||||||||||||||||||||||||||
Schedule of Debt [Line Items] | |||||||||||||||||||||||||||
Debt, term | 2 years | 2 years | 2 years | 2 years | |||||||||||||||||||||||
Maximum | Notes Payable to Banks | |||||||||||||||||||||||||||
Schedule of Debt [Line Items] | |||||||||||||||||||||||||||
Debt, term | 15 years | 15 years | 15 years | ||||||||||||||||||||||||
Secured Debt | Line of Credit | |||||||||||||||||||||||||||
Schedule of Debt [Line Items] | |||||||||||||||||||||||||||
Late payment, penalty fee, percent | 5% | ||||||||||||||||||||||||||
Maximum borrowing capacity | $ 15,250,000 | $ 12,255,000 | $ 15,250,000 | $ 32,250,000 | $ 27,250,000 | $ 22,255,000 | |||||||||||||||||||||
Floor rate | 0.0225 | ||||||||||||||||||||||||||
Debt instrument, term | 12 years | ||||||||||||||||||||||||||
Long-term debt | 13,148,000 | $ 10,838,000 | $ 10,838,000 | 13,148,000 | $ 32,153,000 | ||||||||||||||||||||||
Available borrowing capacity | 2,102,000 | $ 4,412,000 | $ 4,412,000 | 2,102,000 | $ 97,000 | ||||||||||||||||||||||
Secured Debt | Line of Credit | Overnight LIBOR | |||||||||||||||||||||||||||
Schedule of Debt [Line Items] | |||||||||||||||||||||||||||
Basis spread on variable rate | 2.25% | ||||||||||||||||||||||||||
Secured Debt | Line of Credit | LIBOR | |||||||||||||||||||||||||||
Schedule of Debt [Line Items] | |||||||||||||||||||||||||||
Basis spread on variable rate | 3% | ||||||||||||||||||||||||||
Revolving Credit Facility | Line of Credit | |||||||||||||||||||||||||||
Schedule of Debt [Line Items] | |||||||||||||||||||||||||||
Maximum borrowing capacity | $ 60,000,000 | $ 60,000,000 | |||||||||||||||||||||||||
Long-term debt | $ 59,540,000 | $ 59,540,000 | |||||||||||||||||||||||||
Proceeds from loans | $ 3,000,000 | $ 8,713,000 | $ 3,300,000 | $ 44,527,000 | |||||||||||||||||||||||
Revolving Credit Facility | Line of Credit | Prime Rate | Variable Rate Component One | |||||||||||||||||||||||||||
Schedule of Debt [Line Items] | |||||||||||||||||||||||||||
Basis spread on variable rate | 1.25% | ||||||||||||||||||||||||||
Revolving Credit Facility | Line of Credit | Prime Rate | Variable Rate Component Two | |||||||||||||||||||||||||||
Schedule of Debt [Line Items] | |||||||||||||||||||||||||||
Basis spread on variable rate | (1.88%) | ||||||||||||||||||||||||||
Revolving Credit Facility | Line of Credit | SOFR | |||||||||||||||||||||||||||
Schedule of Debt [Line Items] | |||||||||||||||||||||||||||
Basis spread on variable rate | 1.25% | 1.25% | 1.25% | 1.25% | 1.25% | ||||||||||||||||||||||
Revolving Credit Facility | Line of Credit | SOFR | Variable Rate Component Three | |||||||||||||||||||||||||||
Schedule of Debt [Line Items] | |||||||||||||||||||||||||||
Basis spread on variable rate | 1.25% | ||||||||||||||||||||||||||
Revolving Credit Facility | Line of Credit | SOFR | Variable Rate Component Four | |||||||||||||||||||||||||||
Schedule of Debt [Line Items] | |||||||||||||||||||||||||||
Basis spread on variable rate | 1.50% | ||||||||||||||||||||||||||
Revolving Credit Facility | Line of Credit | Daily Simple SOFR Rate | Variable Rate Component Four | |||||||||||||||||||||||||||
Schedule of Debt [Line Items] | |||||||||||||||||||||||||||
Basis spread on variable rate | 1.25% |
Debt - Long-Term Debt Maturitie
Debt - Long-Term Debt Maturities (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | |||
Total Long-term notes payable | $ 206,584 | $ 193,440 | $ 247,618 |
Debt issuance costs | (271) | (151) | |
Total long-term notes payable | 206,313 | 193,289 | |
Consolidated Entity, Excluding Consolidated VIE | |||
Debt Instrument [Line Items] | |||
2024 | 75,989 | 23,408 | |
2025 | 16,847 | 75,500 | |
2026 | 11,772 | 21,309 | |
2027 | 4,523 | 12,719 | |
2028 | 2,528 | ||
Thereafter | 17,485 | ||
Total Long-term notes payable | 167,669 | 152,949 | |
Variable Interest Entity, Primary Beneficiary | |||
Debt Instrument [Line Items] | |||
Total Long-term notes payable | $ 38,915 | $ 40,491 | $ 46,403 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) aircraft | Jun. 30, 2023 USD ($) aircraft | Dec. 31, 2023 USD ($) aircraft | Dec. 31, 2022 USD ($) aircraft | |
Lessee, Lease, Description [Line Items] | ||||||
Number of aircrafts operated | 32 | 42 | 30 | |||
Additional variable costs | $ | $ 4,818 | $ 2,759 | $ 8,239 | $ 4,709 | $ 12,689 | $ 13,778 |
Number of aircrafts purchased | 2 | |||||
Number of aircrafts in sale-leaseback transaction | 2 | 10 | ||||
Gain on sale-leaseback | $ | $ 501 | $ 10,223 | ||||
Minimum | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Lease term | 2 years | 2 years | 2 years | |||
Minimum | Charter Flight Services | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Lease term | 2 years | 2 years | 2 years | |||
Maximum | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Lease term | 30 years | 30 years | 30 years | |||
Maximum | Charter Flight Services | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Lease term | 6 years | 6 years | 6 years |
Leases - Schedule of Operating
Leases - Schedule of Operating Lease Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||||||
Operating lease cost | $ 5,189 | $ 4,291 | $ 10,787 | $ 7,815 | $ 18,278 | $ 12,986 |
Short-term lease cost | 403 | 113 | 727 | 223 | 768 | 310 |
Total lease costs | $ 5,592 | $ 4,404 | $ 11,514 | $ 8,046 | $ 19,046 | $ 13,296 |
Leases - Supplemental Lease Inf
Leases - Supplemental Lease Information (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||||
ROU assets obtained in exchange for new operating lease liabilities | $ 3,571 | $ 23,507 | $ 48,807 | $ 21,853 |
Weighted-average remaining lease term – operating leases | 9 years 2 months 12 days | 8 years 6 months 7 days | 10 years 1 month 28 days | |
Weighted-average discount rate – operating leases | 6.63% | 6.54% | 5.86% |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Leases [Abstract] | ||
2024 | $ 18,099 | $ 22,733 |
2025 | 15,622 | 20,547 |
2026 | 10,444 | 17,670 |
2027 | 4,561 | 12,299 |
2028 | 5,585 | |
Thereafter | 40,696 | |
Total undiscounted cash flows | 99,317 | 119,530 |
Less: Imputed interest | (30,079) | (33,523) |
Present value of lease liabilities | $ 69,238 | $ 86,007 |
Warrant Liabilities (Details)
Warrant Liabilities (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Dec. 31, 2023 USD ($) shares | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | May 10, 2024 shares | Mar. 04, 2024 USD ($) $ / shares | Dec. 27, 2023 USD ($) day $ / shares shares | |
Class of Warrant or Right [Line Items] | ||||||||||
Number of days from which warrants are exercisable | 30 days | |||||||||
Warrants exercised during period (in shares) | 0 | |||||||||
Exercise price (in dollars per share) | $ / shares | $ 0.01 | $ 11.50 | ||||||||
Number of shares called by each warrant (in shares) | 1 | |||||||||
Warrant liabilities | $ | $ 2,508 | $ 5,226 | $ 5,226 | $ 2,508 | $ 971 | $ 3,746 | $ 2,248 | |||
Loss on change in fair value of warrant liability | $ | $ 899 | $ 0 | $ 3,679 | $ 0 | $ 334 | 0 | ||||
Private and Public Warrants | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Warrant liabilities | $ | $ 0 | |||||||||
Public Warrants | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Number of warrants (in shares) | 2,521,569 | 7,066,668 | ||||||||
Number of days from which warrants are exercisable | 30 days | |||||||||
Redemption price (in dollars per share) | $ / shares | $ 0.01 | |||||||||
Minimum common stock price for redemption of warrants, number of trading days | day | 20 | |||||||||
Redemption trading period | day | 30 | |||||||||
End of trading period before notice of redemption, number of business days | 3 days | |||||||||
Public Warrants | Common Class A | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Minimum common stock price for redemption of warrants (in dollars per share) | $ / shares | $ 18 | |||||||||
Private Placement Warrants | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Number of warrants (in shares) | 4,333,333 |
Employee Benefits (Details)
Employee Benefits (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Retirement Benefits [Abstract] | ||||||
Minimum required employee service period for participation | 2 months | 2 months | 2 months | |||
Employee annual contribution limit | $ 58 | |||||
Maximum percentage contribution of employee's annual compensation allowed | 100% | 100% | ||||
Employer matching contribution, percent of match | 50% | 50% | ||||
Employee contribution, percent of base compensation required for company matching | 8% | 8% | ||||
Employee service period required to be fully vested | 2 years | 2 years | 2 years | |||
Company contribution amount | $ 444 | $ 341 | $ 839 | $ 651 | $ 1,158 | $ 973 |
Stock-based Compensation - 2023
Stock-based Compensation - 2023 Equity Incentive Plan (Details) - 2023 Equity Incentive Plan - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 27, 2023 | Dec. 31, 2023 | Jun. 30, 2024 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of shares reserved for issuance (in shares) | 6,000,000 | 6,000,000 | |
Plan effective period | 10 years | 10 years | |
Stock issued for services (in shares) | 73,600 | ||
Stock-based compensation expense | $ 882 | ||
Number of shares available for grant (in shares) | 6,000,000 | 6,000,000 | |
Common Class A | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Grant date fair value (in dollars per share) | $ 11.98 |
Stock-based Compensation - Empl
Stock-based Compensation - Employee Stock Purchase Plan (Details) - shares | 12 Months Ended | ||
Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2023 | |
Employee Stock | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of shares reserved for issuance (in shares) | 1,500,000 | 1,500,000 | 1,500,000 |
Number of sequential offering periods | 6 months | ||
Number of shares used to calculate eligible employee's option to purchase shares (in shares) | 12,500 | ||
Number of shares fair value used to calculate eligible employee's option to purchase shares (in shares) | 1 | ||
Maximum number of shares granted to each employee during offering period (in shares) | 50,000 | ||
ESPP purchase price of common stock, percent of market price | 85% | ||
ESPP discount percentage from market price, beginning of purchase period | 15% | ||
Shares purchased by employees (in shares) | 0 | 0 | |
Employee Stock, Purchase Period One | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Purchase period | 6 months | ||
Employee Stock, Purchase Period Two | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Purchase period | 6 months |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Jun. 30, 2024 | Dec. 31, 2023 | |
Valuation Allowance [Line Items] | |||
Effective tax rate | 0% | 0% | 0% |
Valuation allowance | $ (14,834) | ||
U.S. Federal | |||
Valuation Allowance [Line Items] | |||
Net operating loss carryforwards subject to expiration | 2,607 | ||
State | |||
Valuation Allowance [Line Items] | |||
Net operating loss carryforwards subject to expiration | $ 2,607 | ||
LGM Enterprises, LLC | |||
Valuation Allowance [Line Items] | |||
Company ownership | 23% | 23% | 22% |
Income Taxes - Components of In
Income Taxes - Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Current | ||||||
Federal | $ 0 | |||||
State | 0 | |||||
Income tax benefit | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Income Taxes - Income Tax Rate
Income Taxes - Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Amount | ||||||
Loss before income taxes | $ (27,854) | $ 5,825 | $ (60,844) | $ (5,881) | $ (54,738) | $ (4,152) |
Tax expense at statutory rate | (11,495) | |||||
Increases (reductions) in taxes resulting from: | ||||||
Loss attributable to redeemable noncontrolling interest | (225) | |||||
Change in fair value of warrant liabilities | 70 | |||||
Change in fair value of derivative liability | (955) | |||||
Change in valuation allowance | 952 | |||||
Unrecognized benefit from LLC flow thru structure | 11,667 | |||||
Deferred Rate Change | 0 | |||||
State income taxes, net of federal income tax benefit | 0 | |||||
Other adjustments, net | (14) | |||||
Income tax benefit | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Tax Rate | ||||||
Tax expense at statutory rate | 21% | |||||
Increases (reductions) in taxes resulting from: | ||||||
Loss attributable to redeemable noncontrolling interest | 0.40% | |||||
Change in fair value of warrant liabilities | (0.10%) | |||||
Change in fair value of derivative liability | 1.70% | |||||
Change in valuation allowance | (1.70%) | |||||
Unrecognized benefit from LLC flow thru structure | (21.30%) | |||||
Deferred Rate Change | 0% | |||||
State income taxes, net of federal income tax benefit | 0% | |||||
Other adjustments, net | 0% | |||||
Income tax expense | 0% | 0% | 0% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Deferred tax assets | |
Net operating loss carryforward | $ 634 |
Interest Expense | 558 |
Start Up Cost | 679 |
Outside basis difference on investment in LGM Enterprises, LLC | 12,963 |
Other, net | 0 |
Total deferred tax assets | 14,834 |
Valuation allowance | 14,834 |
Net deferred tax assets | $ 0 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||
Dec. 15, 2023 | Sep. 14, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 27, 2023 | Nov. 17, 2023 | Apr. 30, 2023 | Oct. 31, 2022 | Feb. 25, 2022 | Jan. 29, 2021 | |
Related Party Transaction [Line Items] | ||||||||||||||
Accounts payable | $ 30,682,000 | $ 30,682,000 | $ 30,172,000 | |||||||||||
Revenue | 79,013,000 | $ 100,338,000 | 158,985,000 | $ 177,370,000 | 315,362,000 | $ 320,042,000 | ||||||||
Notes Payable to Banks | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Principal amount | $ 3,756,000 | |||||||||||||
Interest rate | 7.75% | 7.75% | 7.75% | 6.50% | ||||||||||
Unamortized debt issuance costs | 26,000 | 26,000 | 4,000 | 52,000 | ||||||||||
Notes Payable to Banks | Bank #5 | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Principal amount | $ 15,871,000 | |||||||||||||
Interest rate | 14% | |||||||||||||
Unamortized debt issuance costs | $ 879,000 | |||||||||||||
Related Party | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Accounts payable | 0 | 72,000 | ||||||||||||
Short term accounts receivable | 1,770,000 | 1,770,000 | 1,911,000 | 2,996,000 | ||||||||||
Due from related parties, non-current | 0 | 2,629,000 | ||||||||||||
Short-term notes payable | 22,295,000 | 22,295,000 | 18,939,000 | 0 | ||||||||||
Term notes | $ 1,800,000 | $ 5,280,000 | $ 11,900,000 | |||||||||||
Equity interest acquired | 50% | |||||||||||||
Non-cash settlement of trade receivables | $ 1,650,000 | |||||||||||||
Equity interest distributed to equity holders | 100% | |||||||||||||
Lease expense per month | $ 200,000 | |||||||||||||
Debt transferred | $ 16,004,000 | |||||||||||||
Related Party | Long-Term Promissory Note | Other Debt Payable | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Principal amount | $ 3,947,000 | |||||||||||||
Related Party | Related Party Payables | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Increase (decrease) in equity | 1,047,000 | 6,188,000 | ||||||||||||
Related Party | Related Party Receivables | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Increase (decrease) in equity | (6,114,000) | (12,894,000) | ||||||||||||
Related Party | Other Debt Payable | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Principal amount | $ 3,947,000 | |||||||||||||
Interest rate | 8% | |||||||||||||
Related Party | Other Debt Payable | Long-Term Promissory Note | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Interest rate | 8% | |||||||||||||
Related Party | Carolina Air Center, LLC, Crystal Coast Aviation, LLC, and Kinston Jet Center, LLC | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Fuel costs | 431,000 | $ 514,000 | 892,000 | $ 1,301,000 | 2,027,000 | 2,185,000 | ||||||||
Related Party | Kinston Jet Center, LLC, Kinston Jet House, LLC and LGM Auto, LLC | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Rent expense | 1,034,000 | $ 299,000 | 2,062,000 | $ 656,000 | 1,646,000 | $ 1,235,000 | ||||||||
Related Party | Consolidated Subsidiary #1 | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Notes receivable, current portion | $ 2,330,000 | $ 2,330,000 | $ 2,433,000 | |||||||||||
Related Party | Consolidated Subsidiary #1 | Consolidated Subsidiary #1 | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Related party's ownership interest of a consolidated subsidiary | 99% | 99% | 99% | 99% | ||||||||||
Related Party | Consolidated Subsidiary #2 | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Notes receivable, current portion | $ 3,973,000 | $ 3,973,000 | $ 2,404,000 | $ 2,545,000 | ||||||||||
Related Party | Consolidated Subsidiary #2 | Consolidated Subsidiary #2 | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Related party's ownership interest of a consolidated subsidiary | 99% | 99% | 99% | 99% | ||||||||||
Related Party | Related Party #1 | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Notes receivable, current portion | $ 2,404,000 | $ 2,572,000 | ||||||||||||
Related Party | Related Party #1 | Consolidated Subsidiary #1 | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Related party's ownership interest of a consolidated subsidiary | 99% | |||||||||||||
Related Party | Related Party #2 | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Notes receivable, current portion | $ 3,973,000 | |||||||||||||
Related Party | Related Party #2 | Consolidated Subsidiary #2 | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Related party's ownership interest of a consolidated subsidiary | 99% | |||||||||||||
Related Party | Supplier Concentration Risk | Cost of Revenue Benchmark | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Percentage of total fuel costs | 2% | 4% | 2% | 3% | 3% | 3% | ||||||||
Related Party | Flights | Owners of Subsidiaries and Lessor VIEs | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Revenue | $ 4,440,000 | $ 5,648,000 | $ 9,691,000 | $ 12,353,000 | $ 22,279,000 | $ 22,468,000 | ||||||||
Related Party | Flights | Related Parties Excluding Owners of Subsidiaries and Lessor VIEs | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Revenue | $ 80,000 | $ 15,000 |
Commitment and Contingencies -
Commitment and Contingencies - Narrative (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2024 | Dec. 31, 2023 | Aug. 26, 2021 | |
Minimum | |||
Other Commitments [Line Items] | |||
Formal notice of exercise of put option | 60 days | 60 days | |
Lease term | 5 years | 5 years | |
Obligation at end of lease term | $ 2,070 | ||
Maximum | |||
Other Commitments [Line Items] | |||
Formal notice of exercise of put option | 90 days | 90 days | |
Lease term | 10 years | 10 years | |
Obligation at end of lease term | $ 3,450 |
Commitment and Contingencies _2
Commitment and Contingencies - Schedule of Future Repurchase Contingencies (Details) - Repurchase Contingencies - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Other Commitments [Line Items] | ||
2024 | $ 8,722 | $ 3,735 |
2025 | 30,799 | 7,464 |
2026 | 23,938 | 29,524 |
2027 | 5,687 | 26,145 |
2028 | 7,364 | |
Total | $ 74,241 | $ 74,232 |
Stockholders' Equity _ Member_5
Stockholders' Equity / Members' Deficit and Noncontrolling Interests - Narrative (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2023 USD ($) $ / shares shares | Jun. 30, 2024 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 27, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 27, 2024 shares | Mar. 26, 2024 aircraft | Mar. 04, 2024 $ / shares | Jul. 01, 2023 aircraft | |
Capital Unit [Line Items] | ||||||||||||
Total number of shares authorized (in shares) | 325,000,000 | |||||||||||
Preferred stock, shares authorized (in shares) | 25,000,000 | |||||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||||||||
Preferred stock, shares issued (in shares) | 0 | 0 | ||||||||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | ||||||||||
Net loss attributable to noncontrolling interest | $ | $ 92 | $ 2,200 | $ 1,722 | $ 7,650 | $ 4,259 | $ 8,983 | $ 8,891 | $ 10,200 | ||||
Exchange of ownership interest, number of aircrafts and related entities | aircraft | 7 | 16 | ||||||||||
Total ownership after exchange of ownership interest | 1 | 1 | ||||||||||
Gain (loss) on exchange of ownership interest | $ | $ 0 | $ 0 | $ 0 | |||||||||
Common Class A | ||||||||||||
Capital Unit [Line Items] | ||||||||||||
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | 0 | ||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Common stock, issued (in shares) | 16,647,529 | 17,899,586 | 17,899,586 | 16,647,529 | 0 | |||||||
Common stock, outstanding (in shares) | 16,647,529 | 17,899,586 | 17,899,586 | 16,647,529 | 0 | |||||||
Number of shares of common stock issued for each common unit redeemed (in shares) | 1 | 1 | ||||||||||
Common Class A | Forecast | ||||||||||||
Capital Unit [Line Items] | ||||||||||||
Number of shares of common stock issued for each common unit redeemed (in shares) | 1 | |||||||||||
Common Class B | ||||||||||||
Capital Unit [Line Items] | ||||||||||||
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 0 | ||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Common stock, issued (in shares) | 59,930,000 | 59,930,000 | 59,930,000 | 59,930,000 | 0 | |||||||
Common stock, outstanding (in shares) | 59,930,000 | 59,930,000 | 59,930,000 | 59,930,000 | 0 | |||||||
Number of shares of common stock cancelled for each common unit redeemed (in shares) | 1 | 1 | ||||||||||
Common Class B | Forecast | ||||||||||||
Capital Unit [Line Items] | ||||||||||||
Number of shares of common stock cancelled for each common unit redeemed (in shares) | 1 |
Stockholders' Equity _ Member_6
Stockholders' Equity / Members' Deficit and Noncontrolling Interests - Schedule of Noncontrolling Interests (Details) | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Entities 1-3 | |||
Noncontrolling Interest [Line Items] | |||
Noncontrolling Interest | 99% | 99% | |
Company ownership | 1% | 1% | |
Total | 1 | 1 | |
Entity 4 | |||
Noncontrolling Interest [Line Items] | |||
Noncontrolling Interest | 95% | 95% | |
Company ownership | 5% | 5% | |
Total | 1 | 1 | |
Entity 5 | |||
Noncontrolling Interest [Line Items] | |||
Noncontrolling Interest | 92% | 77% | 75% |
Company ownership | 8% | 23% | 25% |
Total | 1 | 1 | 1 |
Entity 6 | |||
Noncontrolling Interest [Line Items] | |||
Noncontrolling Interest | 77% | 75% | 68% |
Company ownership | 23% | 25% | 32% |
Total | 1 | 1 | 1 |
Entity 7 | |||
Noncontrolling Interest [Line Items] | |||
Noncontrolling Interest | 75% | 70% | 67% |
Company ownership | 25% | 30% | 33% |
Total | 1 | 1 | 1 |
Entity 8 | |||
Noncontrolling Interest [Line Items] | |||
Noncontrolling Interest | 70% | 68% | |
Company ownership | 30% | 32% | |
Total | 1 | 1 | |
Entity 9 | |||
Noncontrolling Interest [Line Items] | |||
Noncontrolling Interest | 68% | 67% | |
Company ownership | 32% | 33% | |
Total | 1 | 1 | |
Entity 10 | |||
Noncontrolling Interest [Line Items] | |||
Noncontrolling Interest | 67% | 58% | |
Company ownership | 33% | 42% | |
Total | 1 | 1 | |
Entity 11 | |||
Noncontrolling Interest [Line Items] | |||
Noncontrolling Interest | 57% | 52% | |
Company ownership | 43% | 48% | |
Total | 1 | 1 | |
Entities 1-4 | |||
Noncontrolling Interest [Line Items] | |||
Noncontrolling Interest | 99% | ||
Company ownership | 1% | ||
Total | 1 | ||
Entities 8-9 | |||
Noncontrolling Interest [Line Items] | |||
Noncontrolling Interest | 58% | ||
Company ownership | 42% | ||
Total | 1 | ||
Entities 10-22 | |||
Noncontrolling Interest [Line Items] | |||
Noncontrolling Interest | 52% | ||
Company ownership | 48% | ||
Total | 1 |
Stockholders' Equity _ Member_7
Stockholders' Equity / Members' Deficit and Noncontrolling Interests - Redeemable Noncontrolling Interest (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 27, 2023 | Dec. 31, 2022 | Mar. 31, 2024 | |
Noncontrolling Interest [Line Items] | |||||||||
Redeemable noncontrolling interest | $ (35,525) | $ 108,982 | $ 108,982 | $ (35,525) | $ (42,431) | $ 0 | $ 135,140 | ||
Redemption period | 1 year | ||||||||
Net income (loss) attributable to redeemable noncontrolling interest | $ 1,080 | $ (20,501) | $ 0 | $ (42,200) | $ 0 | $ 1,080 | $ 0 | $ 0 | |
flyExclusive, Inc. | Existing Equityholders | |||||||||
Noncontrolling Interest [Line Items] | |||||||||
Ownership percentage | 78.30% | ||||||||
flyExclusive, Inc. | Existing Equityholders | |||||||||
Noncontrolling Interest [Line Items] | |||||||||
Common units (in shares) | 59,930 |
Stockholders' Equity _ Member_8
Stockholders' Equity / Members' Deficit and Noncontrolling Interests - Schedule of Change in Carrying Value of Redeemable Noncontrolling Interest (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Dec. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 27, 2023 | Dec. 31, 2022 | |
Change in Carrying Value of Redeemable Noncontrolling Interest [Roll Forward] | ||||||||
Beginning balance | $ (42,431) | $ 135,140 | $ (35,525) | $ 0 | $ 0 | $ 0 | ||
Net income (loss) attributable to redeemable noncontrolling interest | 1,080 | (20,501) | $ 0 | (42,200) | $ 0 | 1,080 | 0 | $ 0 |
Change in redemption value of redeemable noncontrolling interest | 5,826 | 186,707 | ||||||
Ending balance | $ (35,525) | $ 108,982 | $ 108,982 | $ (35,525) | $ (42,431) | $ 0 |
Subsequent Events - Events Rela
Subsequent Events - Events Related to the Amended Underwriting Agreement (Details) - $ / shares | 3 Months Ended | 6 Months Ended | |||||
Apr. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2024 | May 10, 2024 | Mar. 04, 2024 | Jan. 19, 2024 | Dec. 27, 2023 | |
Subsequent Event [Line Items] | |||||||
Exercise price (in dollars per share) | $ 0.01 | $ 11.50 | |||||
Period for which additional stock penalty will be waived if S-1 is not declared effective | 60 days | ||||||
Public Warrants | |||||||
Subsequent Event [Line Items] | |||||||
Class A Common Stock issuable upon exercise of warrants (in shares) | 2,521,569 | 7,066,668 | |||||
Private Placement Warrants | |||||||
Subsequent Event [Line Items] | |||||||
Class A Common Stock issuable upon exercise of warrants (in shares) | 4,333,333 | ||||||
Warrant | Private Placement Warrants | |||||||
Subsequent Event [Line Items] | |||||||
Shares available for resale under the amended underwriting agreement (in shares) | 4,333,333 | ||||||
Sale of Stock, Tranche One | Common Class A | Common Stock | |||||||
Subsequent Event [Line Items] | |||||||
Maximum number of shares available for resale (in shares) | 15,545,274 | ||||||
Sale of Stock, Tranche Two | Common Class A | Common Stock | |||||||
Subsequent Event [Line Items] | |||||||
Maximum number of shares available for resale (in shares) | 4,333,333 | ||||||
Sale of Stock, Tranche Three | Common Class A | Common Stock | |||||||
Subsequent Event [Line Items] | |||||||
Maximum number of shares available for resale (in shares) | 59,930,000 | ||||||
Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Exercise price (in dollars per share) | $ 0.01 | ||||||
Period for which additional stock penalty will be waived if S-1 is not declared effective | 60 days | ||||||
Subsequent Event | Public Warrants | |||||||
Subsequent Event [Line Items] | |||||||
Class A Common Stock issuable upon exercise of warrants (in shares) | 5,805,544 | ||||||
Exercise price (in dollars per share) | $ 11.50 | ||||||
Subsequent Event | Private Placement Warrants | |||||||
Subsequent Event [Line Items] | |||||||
Exercise price (in dollars per share) | $ 11.50 | ||||||
Subsequent Event | Warrant | Private Placement Warrants | |||||||
Subsequent Event [Line Items] | |||||||
Shares available for resale under the amended underwriting agreement (in shares) | 4,333,333 | ||||||
Subsequent Event | Common Class A | |||||||
Subsequent Event [Line Items] | |||||||
Shares of Class A Common Stock issuable (in shares) | 300,000 | ||||||
Subsequent Event | Sale of Stock, Tranche One | Common Class A | Common Stock | |||||||
Subsequent Event [Line Items] | |||||||
Maximum number of shares available for resale (in shares) | 15,545,274 | ||||||
Subsequent Event | Sale of Stock, Tranche Two | Common Class A | Common Stock | |||||||
Subsequent Event [Line Items] | |||||||
Maximum number of shares available for resale (in shares) | 4,333,333 | ||||||
Subsequent Event | Sale of Stock, Tranche Three | Common Class A | Common Stock | |||||||
Subsequent Event [Line Items] | |||||||
Maximum number of shares available for resale (in shares) | 59,930,000 |
Subsequent Events - Activity Re
Subsequent Events - Activity Related to Reversal of Redemption of Shares of Class A Common Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||||||
Jan. 09, 2024 | Jan. 02, 2024 | Dec. 31, 2023 | Dec. 27, 2023 | Dec. 26, 2023 | Apr. 30, 2024 | Jun. 30, 2024 | |
Common Class A | Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Shares of Class A Common Stock issuable (in shares) | 300,000 | ||||||
Common Class A | Common Stock | |||||||
Subsequent Event [Line Items] | |||||||
Stock issued for services (in shares) | 73,600 | 73,600 | |||||
Common Class A | Common Stock | Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Stock issued for services (in shares) | 73,600 | ||||||
Common Class A Not Issued to Employees | |||||||
Subsequent Event [Line Items] | |||||||
Treasury stock (in shares) | 1,400 | ||||||
Common Class A Not Issued to Employees | Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Treasury stock (in shares) | 1,400 | ||||||
Underwriter | Common Class A | Common Stock | |||||||
Subsequent Event [Line Items] | |||||||
Purchase of stock, reimbursement received | $ 18 | $ 800 | |||||
Underwriter | Common Class A | Common Stock | Public Stockholder | |||||||
Subsequent Event [Line Items] | |||||||
Shares of Class A Common Stock issuable (in shares) | 75,000 | 75,000 | 75,000 | ||||
Stock sold, consideration received | $ 818 | ||||||
Exercise price (in dollars per share) | $ 10.90 | ||||||
Underwriter | Common Class A | Common Stock | Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Purchase of stock, reimbursement received | $ 18 | ||||||
Underwriter | Common Class A | Common Stock | Subsequent Event | Public Stockholder | |||||||
Subsequent Event [Line Items] | |||||||
Shares of Class A Common Stock issuable (in shares) | 75,000 |
Subsequent Events - Activity _2
Subsequent Events - Activity Related to Warrant Exchange Agreements (Details) - shares | 3 Months Ended | 6 Months Ended | ||||
Feb. 27, 2024 | Jan. 03, 2024 | Dec. 27, 2023 | Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2024 | |
Subsequent Event [Line Items] | ||||||
Warrants exercised (in shares) | 336,124 | 925,000 | 0 | 3,283,941 | ||
Common Class A | Common Stock | ||||||
Subsequent Event [Line Items] | ||||||
Stock issued upon exercise of warrants (in shares) | 73,947 | 203,500 | 9,550,274 | 277,447 | ||
Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Warrants exercised (in shares) | 336,124 | 925,000 | ||||
Subsequent Event | Common Class A | Common Stock | ||||||
Subsequent Event [Line Items] | ||||||
Stock issued upon exercise of warrants (in shares) | 73,947 | 203,500 |
Subsequent Events - Issuance of
Subsequent Events - Issuance of Preferred Stock and Warrants (Details) $ / shares in Units, shares in Thousands, $ in Thousands | Aug. 08, 2024 $ / shares | Jun. 30, 2024 $ / shares | Mar. 04, 2024 USD ($) vote $ / shares shares | Dec. 31, 2023 $ / shares | Dec. 27, 2023 $ / shares | Dec. 31, 2022 $ / shares |
Subsequent Event [Line Items] | ||||||
Preferred stock, par value (in dollars per share) | $ 0.0001 | |||||
Right to purchase an amount of shares of outstanding common stock, percentage | 1.5 | |||||
Exercise price (in dollars per share) | $ 0.01 | 11.50 | ||||
Common Stock | ||||||
Subsequent Event [Line Items] | ||||||
Maximum value of common stock issued from exercise of warrants | $ | $ 11,250 | |||||
Anniversary Period 2 | ||||||
Subsequent Event [Line Items] | ||||||
Percentage of share count cap available for exercise of warrants | 0.50 | |||||
Anniversary Period 3 | ||||||
Subsequent Event [Line Items] | ||||||
Percentage of share count cap available for exercise of warrants | 1 | |||||
Anniversary Period 4 | ||||||
Subsequent Event [Line Items] | ||||||
Percentage of share count cap available for exercise of warrants | 1 | |||||
Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Exercise price (in dollars per share) | $ 0.01 | |||||
Subsequent Event | Common Stock | ||||||
Subsequent Event [Line Items] | ||||||
Maximum value of common stock issued from exercise of warrants | $ | $ 11,250 | |||||
Subsequent Event | Anniversary Period 2 | ||||||
Subsequent Event [Line Items] | ||||||
Percentage of share count cap available for exercise of warrants | 0.50 | |||||
Subsequent Event | Anniversary Period 3 | ||||||
Subsequent Event [Line Items] | ||||||
Percentage of share count cap available for exercise of warrants | 1 | |||||
Subsequent Event | Anniversary Period 4 | ||||||
Subsequent Event [Line Items] | ||||||
Percentage of share count cap available for exercise of warrants | 1 | |||||
Redeemable Preferred Stock | ||||||
Subsequent Event [Line Items] | ||||||
Number of non-convertible redeemable preferred stock shares available (in shares) | shares | 25 | |||||
Redeemable Preferred Stock | Private Placement | ||||||
Subsequent Event [Line Items] | ||||||
Preferred stock, par value (in dollars per share) | $ 0.0001 | |||||
Initial stated value | $ | $ 1 | |||||
Number of votes per share of preferred stock | vote | 1 | |||||
Minimum percentage of cash dividends declared on third dividend payment date | 0.43 | |||||
Percentage of cash dividends on each subsequent dividend payment date | 1 | |||||
Redeemable Preferred Stock | Private Placement | Anniversary Period 1 | ||||||
Subsequent Event [Line Items] | ||||||
Dividend rate | 0.1000 | |||||
Redeemable Preferred Stock | Private Placement | Anniversary Period 2 | ||||||
Subsequent Event [Line Items] | ||||||
Dividend rate | 0.1200 | |||||
Redeemable Preferred Stock | Private Placement | Anniversary Period 3 | ||||||
Subsequent Event [Line Items] | ||||||
Dividend rate | 0.1400 | |||||
Redeemable Preferred Stock | Private Placement | Anniversary Period 4 | ||||||
Subsequent Event [Line Items] | ||||||
Dividend rate | 0.1600 | |||||
Redeemable Preferred Stock | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Number of non-convertible redeemable preferred stock shares available (in shares) | shares | 25 | |||||
Redeemable Preferred Stock | Subsequent Event | Private Placement | ||||||
Subsequent Event [Line Items] | ||||||
Preferred stock, par value (in dollars per share) | $ 0.0001 | |||||
Initial stated value | $ | $ 1 | |||||
Number of votes per share of preferred stock | vote | 1 | |||||
Minimum percentage of cash dividends declared on third dividend payment date | 0.43 | |||||
Percentage of cash dividends on each subsequent dividend payment date | 1 | |||||
Redeemable Preferred Stock | Subsequent Event | Private Placement | Anniversary Period 1 | ||||||
Subsequent Event [Line Items] | ||||||
Dividend rate | 0.1000 | |||||
Redeemable Preferred Stock | Subsequent Event | Private Placement | Anniversary Period 2 | ||||||
Subsequent Event [Line Items] | ||||||
Dividend rate | 0.1200 | |||||
Redeemable Preferred Stock | Subsequent Event | Private Placement | Anniversary Period 3 | ||||||
Subsequent Event [Line Items] | ||||||
Dividend rate | 0.1400 | |||||
Redeemable Preferred Stock | Subsequent Event | Private Placement | Anniversary Period 4 | ||||||
Subsequent Event [Line Items] | ||||||
Dividend rate | 0.1600 | |||||
Common Class A | ||||||
Subsequent Event [Line Items] | ||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common Class A | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Common stock, par value (in dollars per share) | $ 0.0001 | |||||
Common Class A | Subsequent Event | Private Placement | ||||||
Subsequent Event [Line Items] | ||||||
Common stock, par value (in dollars per share) | $ 0.0001 |
Subsequent Events - Issuance _2
Subsequent Events - Issuance of Senior Secured Note (Details) $ in Thousands | Aug. 14, 2024 USD ($) | Jun. 30, 2024 USD ($) | Apr. 30, 2024 USD ($) | Jan. 26, 2024 USD ($) | Dec. 31, 2023 USD ($) |
Subsequent Event [Line Items] | |||||
Long-term debt | $ 206,313 | $ 193,289 | |||
Senior Notes | |||||
Subsequent Event [Line Items] | |||||
Maximum aggregate principal amount | $ 25,773 | ||||
Potential prepayment premium, percentage | 0.0300 | ||||
Prepayment event, change of control, minimum percentage of disposition of consolidated assets | 0.50 | ||||
Amount of outstanding principal due on each payment date, percentage | 0.0100 | ||||
Period for which outstanding principal triggers a payment | 30 days | ||||
Senior Notes | LGM Enterprises, LLC | |||||
Subsequent Event [Line Items] | |||||
Prepayment event, change of control, personal guarantor minimum ownership percentage | 1 | ||||
Senior Notes | LGM Enterprises, LLC | FlyExclusive Jet Share, LLC | |||||
Subsequent Event [Line Items] | |||||
Prepayment event, change of control, personal guarantor minimum ownership percentage | 1 | ||||
Senior Notes | Personal Guarantor | |||||
Subsequent Event [Line Items] | |||||
Prepayment event, change of control, personal guarantor minimum ownership percentage | 0.51 | ||||
Senior Notes | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Maximum aggregate principal amount | $ 25,773 | ||||
Potential prepayment premium, percentage | 0.0300 | ||||
Prepayment event, change of control, minimum percentage of disposition of consolidated assets | 0.50 | ||||
Amount of outstanding principal due on each payment date, percentage | 0.0100 | ||||
Period for which outstanding principal triggers a payment | 30 days | ||||
Long-term debt | $ 25,643 | $ 25,000 | |||
Senior Notes | Subsequent Event | LGM Enterprises, LLC | |||||
Subsequent Event [Line Items] | |||||
Prepayment event, change of control, personal guarantor minimum ownership percentage | 1 | ||||
Senior Notes | Subsequent Event | LGM Enterprises, LLC | FlyExclusive Jet Share, LLC | |||||
Subsequent Event [Line Items] | |||||
Prepayment event, change of control, personal guarantor minimum ownership percentage | 1 | ||||
Senior Notes | Subsequent Event | Personal Guarantor | |||||
Subsequent Event [Line Items] | |||||
Prepayment event, change of control, personal guarantor minimum ownership percentage | 0.51 | ||||
Senior Notes, Purchase or Refinancing of Aircraft | |||||
Subsequent Event [Line Items] | |||||
Maximum aggregate principal amount | $ 25,000 | ||||
Senior Notes, Purchase or Refinancing of Aircraft | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Maximum aggregate principal amount | $ 25,000 | ||||
Senior Notes - Cash Escrow Account | |||||
Subsequent Event [Line Items] | |||||
Interest rate | 3% | ||||
Senior Notes - Cash Escrow Account | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Interest rate | 3% | ||||
Senior Notes - Principal Withdrawn and Released to Borrower | |||||
Subsequent Event [Line Items] | |||||
Interest rate | 13% | ||||
Senior Notes - Principal Withdrawn and Released to Borrower | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Interest rate | 13% |
Subsequent Events - Issuance _3
Subsequent Events - Issuance of Promissory Note (Details) - Promissory Note - Subsequent Event - USD ($) $ in Thousands | 3 Months Ended | |
Feb. 29, 2024 | Mar. 31, 2024 | |
Long-Term Promissory Note | ||
Subsequent Event [Line Items] | ||
Principal amount | $ 4,200 | |
Interest rate | 7.25% | |
Debt instrument, term | 5 years | |
Promissory Note #1 Due 2034 | ||
Subsequent Event [Line Items] | ||
Principal amount | $ 6,964 | |
Interest rate | 9.45% | |
Debt instrument, term | 10 years | |
Promissory Note #2 Due 2034 | ||
Subsequent Event [Line Items] | ||
Principal amount | $ 6,964 | |
Interest rate | 9.45% | |
Debt instrument, term | 10 years |
Subsequent Events - LOC Master
Subsequent Events - LOC Master Note Agreement (Details) - Revolving Credit Facility - Line of Credit - USD ($) | 1 Months Ended | |||||||
Mar. 09, 2024 | Dec. 31, 2023 | Oct. 31, 2023 | Sep. 30, 2023 | Apr. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Apr. 30, 2024 | |
Subsequent Event [Line Items] | ||||||||
Maximum borrowing capacity | $ 60,000,000 | $ 60,000,000 | ||||||
SOFR | ||||||||
Subsequent Event [Line Items] | ||||||||
Basis spread on variable rate | 1.25% | 1.25% | 1.25% | 1.25% | 1.25% | |||
Variable Rate Component Four | SOFR | ||||||||
Subsequent Event [Line Items] | ||||||||
Basis spread on variable rate | 1.50% | |||||||
Variable Rate Component Four | Subsequent Event | SOFR | ||||||||
Subsequent Event [Line Items] | ||||||||
Basis spread on variable rate | 1.50% | |||||||
LOC Master Note | ||||||||
Subsequent Event [Line Items] | ||||||||
Outstanding balance | $ 59,540,000 | |||||||
LOC Master Note | Subsequent Event | ||||||||
Subsequent Event [Line Items] | ||||||||
Outstanding balance | $ 59,540,000 |
Subsequent Events - Refinance o
Subsequent Events - Refinance of Long-Term Debt (Details) - Subsequent Event - Other Debt Payable $ in Thousands | Jan. 31, 2024 USD ($) |
7.65% Promissory Note Due January 2024 | |
Subsequent Event [Line Items] | |
Principal amount | $ 1,843 |
Interest Rates | 7.65% |
7.25% Promissory Note Due January 2024 | |
Subsequent Event [Line Items] | |
Principal amount | $ 1,153 |
Interest Rates | 7.25% |
Organization and Operations (_2
Organization and Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2024 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||
Accumulated deficit | $ 137,380 | $ 137,380 | $ (70,855) | $ 134,297 | |||
Working capital deficit | 73,546 | 73,546 | 104,743 | $ 6,934 | |||
Net loss | 27,854 | $ (5,825) | 60,844 | $ 5,881 | 54,738 | 4,152 | |
Net cash flows used by operating activities | 42,170 | $ 7,322 | (8,665) | (45,639) | |||
Cash and cash equivalents | 9,339 | 9,339 | 11,626 | $ 23,179 | |||
Total flyExclusive stockholders’ equity (deficit) | |||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||
Accumulated deficit | $ 149,705 | $ 149,705 | $ (46,461) | $ 149,509 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Narrative (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2024 USD ($) aircraft shares | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) aircraft shares | Jun. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) aircraft shares | Dec. 31, 2022 USD ($) | |
Product Information [Line Items] | ||||||
Accounts receivable, allowance for credit losses | $ 80 | $ 80 | $ 80 | $ 82 | ||
Notes receivable, allowance for credit losses | $ 827 | $ 827 | $ 2,558 | 0 | ||
Preferred stock, shares outstanding (in shares) | shares | 25,000 | 25,000 | 25,000 | |||
Loss (Gain) on aircraft held for sale | $ (72) | $ (762) | $ 1,417 | $ (2,865) | ||
Aircraft held for sale, current portion | 15,227 | 15,227 | $ 0 | |||
Aircraft held for sale, non-current portion | 6,744 | 6,744 | 0 | |||
Capitalized sales commissions | 283 | 211 | 536 | 543 | 1,315 | 1,053 |
Contract acquisition costs, current | 546 | 546 | 514 | 290 | ||
Contract acquisition costs, noncurrent | 704 | 704 | 631 | 484 | ||
Amortization of contract costs | 272 | $ 184 | 547 | $ 339 | $ 827 | $ 653 |
Gulfstream GIV Aircrafts | Disposal Group, Held-for-Sale, Not Discontinued Operations | ||||||
Product Information [Line Items] | ||||||
Aircraft held for sale, current portion | 15,227 | 15,227 | ||||
Aircraft held for sale, non-current portion | $ 6,744 | $ 6,744 | ||||
Number of aircraft held-for-sale | aircraft | 5 | 5 | 0 |
10Q - Summary of Significant Ac
10Q - Summary of Significant Accounting Policies - Schedule of Aircraft Held for Sale (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2024 USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Aircraft held for sale as of December 31, 2023 | $ 66,986 |
Aircraft held for sale as of June 30, 2024 | 18,052 |
Disposal Group, Held-for-Sale, Not Discontinued Operations | Gulfstream GIV Aircrafts | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Aircraft held for sale as of December 31, 2023 | 0 |
Aircraft sold | (11,986) |
Aircraft reclassified to held for sale | 35,239 |
Impairment (gain) loss due to fair value adjustments | 1,282 |
Aircraft held for sale as of June 30, 2024 | $ 21,971 |
Earnings (Loss) Per Share - Sch
Earnings (Loss) Per Share - Schedule of Computation of Basic and Diluted Net (Loss) Profit per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Dec. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 27, 2023 | Dec. 31, 2022 | |||
Numerator: | ||||||||||
Net loss | $ 1,287 | $ (27,854) | $ 5,825 | $ (60,844) | $ (5,881) | $ (54,738) | $ (56,025) | [1] | $ (4,152) | |
Less: Net loss attributable to redeemable noncontrolling interests | $ 1,080 | (20,501) | 0 | (42,200) | 0 | 1,080 | $ 0 | 0 | ||
Less: Net loss attributable to noncontrolling interests | (2,200) | (1,722) | (7,650) | (4,259) | $ (8,983) | $ (10,200) | ||||
Add: Series A Preferred Dividends | (972) | 0 | (1,257) | 0 | ||||||
Net loss attributable to common stockholders | $ (6,125) | $ 7,547 | $ (12,251) | $ (1,622) | ||||||
Denominator: | ||||||||||
Weighted Average Class A Common Stock outstanding (in shares) | 17,899,501 | 17,409,942 | ||||||||
Weighted Average Class A Common Stock issuable under Penny Warrants | 1,270,241 | 827,790 | ||||||||
Weighted average number of shares outstanding, basic (in dollars per share) | [2] | 19,169,742 | 18,237,732 | |||||||
Basic and Diluted Earnings Per Share | ||||||||||
Earnings per share, basic (in shares) | [2] | $ (0.32) | $ (0.67) | |||||||
Earnings per share, diluted (in shares) | [2] | $ (0.32) | $ (0.67) | |||||||
[1] The Merger occurred on December 27, 2023. As a result, net loss for the year ended December 31, 2023 was attributed to the pre-Merger period from January 1, 2023 through December 27, 2023 and to the post-Merger period from December 28, 2023 through December 31, 2023. During the pre-Merger period, net loss was attributable to LGM Enterprises, LLC and its noncontrolling interests. During the post-Merger period, net income was attributable to flyExclusive, Inc. and its noncontrolling interests and redeemable noncontrolling interest. Refer to the table below for the attribution of net income (loss) to controlling interests (LGM Enterprises, LLC for the pre-Merger period and flyExclusive, Inc. for the post-Merger period), noncontrolling interests, and redeemable noncontrolling interest during the pre-Merger and post-Merger periods. (In thousands) Controlling Interests Noncontrolling Redeemable noncontrolling interest Total Net loss of LGM Enterprises, LLC attributed to the pre-Merger period from January 1, 2023 through December 27, 2023 $ (47,134) $ (8,891) $ — $ (56,025) Net income (loss) of flyExclusive, Inc. attributed to the post-Merger period from December 28, 2023 through December 31, 2023. 299 (92) 1,080 1,287 Total net income (loss) for the year ended December 31, 2023 $ (46,835) $ (8,983) $ 1,080 $ (54,738) Basic and diluted earnings (loss) per share has not been presented for the three and six months ended June 30, 2023 in the condensed consolidated statements of operations and comprehensive income (loss) (unaudited). As a result of the Merger (as defined in Note 4 "Merger"), the Company's capital structure was significantly altered. The Company determined that presenting earnings per share for periods prior to the Merger would not result in values meaningful to the users of the condensed consolidated financial statements (unaudited). See Earnings per Share in Note 2 "Summary of Significant Accounting Policies" and Note 3 "Earnings (Loss) Per Share" for further discussion. |
Earnings (Loss) Per Share - S_2
Earnings (Loss) Per Share - Schedule of Shares Excluded from Calculation of Diluted EPS (Details) - shares | 3 Months Ended | 6 Months Ended |
Jun. 30, 2024 | Jun. 30, 2024 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive features (in shares) | 8,123,356 | 8,123,356 |
Public warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive features (in shares) | 2,519,869 | 2,519,869 |
Private Placement Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive features (in shares) | 4,333,333 | 4,333,333 |
Penny Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive features (in shares) | 1,270,154 | 1,270,154 |
Merger - Narrative (Details)_2
Merger - Narrative (Details) | 3 Months Ended | 6 Months Ended | |||||||||||||
Feb. 27, 2024 shares | Jan. 09, 2024 shares | Jan. 03, 2024 shares | Jan. 02, 2024 USD ($) shares | Dec. 31, 2023 USD ($) business_day shares | Dec. 27, 2023 USD ($) business_day agreement shares | Dec. 26, 2023 USD ($) $ / shares shares | Apr. 30, 2024 shares | Mar. 31, 2024 shares | Jun. 30, 2024 USD ($) | May 10, 2024 shares | Jan. 19, 2024 shares | Oct. 28, 2022 USD ($) | Aug. 01, 2022 USD ($) | May 25, 2021 USD ($) | |
Schedule of Reverse Recapitalization [Line Items] | |||||||||||||||
Number of shares called by each warrant (in shares) | 1 | ||||||||||||||
Long-term debt | $ | $ 193,289,000 | $ 206,313,000 | |||||||||||||
Period for which additional stock penalty will be waived if S-1 is not declared effective | 60 days | ||||||||||||||
Subsequent Event | |||||||||||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||||||||||
Period for which additional stock penalty will be waived if S-1 is not declared effective | 60 days | ||||||||||||||
Bridge Notes | |||||||||||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||||||||||
Long-term debt | $ | $ 95,503,000 | $ 85,000,000 | |||||||||||||
Public Warrants | |||||||||||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||||||||||
Number of warrants (in shares) | 7,066,668 | 2,521,569 | |||||||||||||
Public Warrants | Subsequent Event | |||||||||||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||||||||||
Number of warrants (in shares) | 5,805,544 | ||||||||||||||
Private Placement Warrant | |||||||||||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||||||||||
Number of warrants (in shares) | 4,333,333 | ||||||||||||||
Existing Equityholders | |||||||||||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||||||||||
Stock converted (in shares) | 60,000,000 | ||||||||||||||
EGA | Public Warrants | |||||||||||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||||||||||
Warrants agreed to be exchanged (in shares) | 1,694,456 | ||||||||||||||
Warrants exchanged (in shares) | 433,332 | ||||||||||||||
Underwriter | |||||||||||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||||||||||
Merger, number of agreements entered into to amend terms | agreement | 2 | ||||||||||||||
Underwriter | Underwriting Agreement | |||||||||||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||||||||||
Merger, payment due at closing | $ | $ 7,875,000 | ||||||||||||||
Underwriter | Amended Underwriting Agreement | |||||||||||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||||||||||
Merger, payment due at closing | $ | $ 500,000 | ||||||||||||||
Stock, shares to be issued (in shares) | 300,000 | ||||||||||||||
Stock, shares to be issued, maximum number of days following initial filing | 5 days | ||||||||||||||
Merger, provision for additional payment, maximum number of business days registration is not deemed effective | business_day | 60 | 60 | |||||||||||||
Underwriter | Letter Agreement | |||||||||||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||||||||||
Merger, one-time success fee due at closing | $ | $ 1,500,000 | ||||||||||||||
Underwriter | Amended Letter Agreement | |||||||||||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||||||||||
Merger, one-time success fee due, maximum number of days after closing | 60 days | ||||||||||||||
Mr. Segrave, Jr. | |||||||||||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||||||||||
Common units, redeemed (in shares) | 70,000 | ||||||||||||||
Common Class A | Subsequent Event | |||||||||||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||||||||||
Stock sold (in shares) | 300,000 | ||||||||||||||
Common Class A | Common Stock | |||||||||||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||||||||||
Stock transferred during period, shares, non-redemption agreement (in shares) | 70,000 | ||||||||||||||
Stock issued for services (in shares) | 73,600 | 73,600 | |||||||||||||
Issuance of Class A common stock upon conversion of Bridge Notes (in shares) | 73,947 | 203,500 | 9,550,274 | 277,447 | |||||||||||
Common Class A | Common Stock | Subsequent Event | |||||||||||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||||||||||
Stock issued for services (in shares) | 73,600 | ||||||||||||||
Issuance of Class A common stock upon conversion of Bridge Notes (in shares) | 73,947 | 203,500 | |||||||||||||
Common Class A | Common Stock | Third Party | |||||||||||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||||||||||
Stock transferred during period, shares, non-redemption agreement (in shares) | 70,000 | ||||||||||||||
Common Class A | Common Stock | EGA Sponsor | Private Placement Warrant | |||||||||||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||||||||||
Number of warrants (in shares) | 4,333,333 | ||||||||||||||
Common Class A | Common Stock | EGA Sponsor | Not Subject to Possible Redemption | |||||||||||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||||||||||
Recapitalization exchange ratio | 1 | ||||||||||||||
Common Class A | Common Stock | EGA | |||||||||||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||||||||||
Stock exchanged (in shares) | 75,000 | ||||||||||||||
Common Class A | Common Stock | EGA | Public Warrants | |||||||||||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||||||||||
Number of warrants (in shares) | 7,066,668 | 372,780 | |||||||||||||
Number of shares called by each warrant (in shares) | 1 | ||||||||||||||
Common Class A | Common Stock | EGA | Public Warrants | Shares Issued for EGA Public Warrants | |||||||||||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||||||||||
Stock acquired (in shares) | 95,333 | ||||||||||||||
Common Class A | Common Stock | EGA | Private Placement Warrant | |||||||||||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||||||||||
Number of shares called by each warrant (in shares) | 1 | ||||||||||||||
Common Class A | Common Stock | Underwriter | |||||||||||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||||||||||
Purchase of stock, reimbursement received | $ | $ 18,000 | $ 800,000 | |||||||||||||
Common Class A | Common Stock | Underwriter | Subsequent Event | |||||||||||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||||||||||
Purchase of stock, reimbursement received | $ | $ 18,000 | ||||||||||||||
Common Class A | Common Stock | Underwriter | Amended Underwriting Agreement | |||||||||||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||||||||||
Reverse recapitalization, contingent consideration, equity (in shares) | 50,000 | 50,000 | |||||||||||||
Common Class A | Common Stock | Underwriter | Public Stockholder | |||||||||||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||||||||||
Stock sold (in shares) | 75,000 | 75,000 | 75,000 | ||||||||||||
Stock, redemption reversed (in shares) | 75,000 | ||||||||||||||
Stock sold, consideration received | $ | $ 818,000 | ||||||||||||||
Stock sold, price per share (in dollars per share) | $ / shares | $ 10.90 | ||||||||||||||
Common Class A | Common Stock | Underwriter | Public Stockholder | Subsequent Event | |||||||||||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||||||||||
Stock sold (in shares) | 75,000 | ||||||||||||||
Common Class A | Common Stock | Investor | Mr. Segrave, Jr. | |||||||||||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||||||||||
Stock transferred during period, shares, non-redemption agreement (in shares) | 70,000 | ||||||||||||||
Common Class A | Common Stock | Affiliates and Non-Affiliates of EGA Sponsor | Shares Issued for Bridge Notes | |||||||||||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||||||||||
Issuance of Class A common stock upon conversion of Bridge Notes (in shares) | 9,550,274 | ||||||||||||||
Common Class B | Common Stock | |||||||||||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||||||||||
Stock transferred during period, shares, non-redemption agreement (in shares) | (70,000) | ||||||||||||||
Stock cancelled during period, shares, non-redemption agreement | 70,000 | ||||||||||||||
Common Class B | Common Stock | Existing Equityholders | |||||||||||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||||||||||
Stock converted (in shares) | 60,000,000 | ||||||||||||||
Common Class B | Common Stock | EGA Sponsor | |||||||||||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||||||||||
Recapitalization exchange ratio | 1 | ||||||||||||||
Common Class B | Common Stock | EGA Sponsor | Shares Issued for EGA Stock | |||||||||||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||||||||||
Stock acquired (in shares) | 1,000 | ||||||||||||||
EGA Common Class A | Common Stock | EGA | Private Placement Warrant | |||||||||||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||||||||||
Number of shares called by each warrant (in shares) | 1 |
Merger - Stock Outstanding Af_2
Merger - Stock Outstanding After Merger (Details) - shares | Dec. 27, 2023 | Jun. 30, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Common Class A | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
Common stock, outstanding (in shares) | 17,899,586 | 16,647,529 | 0 | ||
Common Class B | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
Common stock, outstanding (in shares) | 59,930,000 | 59,930,000 | 0 | ||
Common Stock | Common Class A and Common Class B | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
Common stock, outstanding (in shares) | 76,577,529 | ||||
Common Stock | Common Class A | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
Stock transferred during period, shares, non-redemption agreement (in shares) | 70,000 | ||||
Common stock, outstanding (in shares) | 17,899,586 | 17,892,021 | 16,647,529 | ||
Common Stock | Common Class A | Shares Issued for EGA Stock and Warrants | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
Stock acquired (in shares) | 7,027,255 | ||||
Common Stock | Common Class A | EGA | Shares Issued for EGA Stock Subject to Redemption | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
Stock acquired (in shares) | 1,306,922 | ||||
Common Stock | Common Class A | EGA | Public Warrants | Shares Issued for EGA Public Warrants | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
Stock acquired (in shares) | 95,333 | ||||
Common Stock | Common Class A | EGA Sponsor | Shares Issued for EGA Stock Not Subject to Redemption | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
Stock acquired (in shares) | 5,624,000 | ||||
Common Stock | Common Class A | Affiliates of EGA Sponsor | Shares Issued for Bridge Notes | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
Stock acquired (in shares) | 8,326,712 | ||||
Common Stock | Common Class A | Non-Affiliates of EGA Sponsor | Shares Issued for Bridge Notes | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
Stock acquired (in shares) | 1,223,562 | ||||
Common Stock | Common Class A | Third Party | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
Stock transferred during period, shares, non-redemption agreement (in shares) | 70,000 | ||||
Common Stock | Common Class B | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
Stock transferred during period, shares, non-redemption agreement (in shares) | (70,000) | ||||
Common stock, outstanding (in shares) | 59,930,000 | 59,930,000 | 59,930,000 | ||
Common Stock | Common Class B | EGA Sponsor | Shares Issued for EGA Stock | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
Stock acquired (in shares) | 1,000 | ||||
Common Stock | Common Class B | Existing Equityholders | |||||
Schedule of Reverse Recapitalization [Line Items] | |||||
flyExclusive Class B common stock held by LGM Existing Equityholders (in shares) | 59,930,000 |
Fair Value Measurements - Sch_4
Fair Value Measurements - Schedule of Assets and Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Assets: | |||
Short-term investments | $ 69,431 | $ 71,230 | $ 69,448 |
Assets | 71,181 | 72,117 | 69,963 |
Liabilities: | |||
Liabilities | 5,226 | 2,508 | 971 |
Public Warrants | |||
Liabilities: | |||
Warrant liabilities | 1,399 | 1,555 | |
Private Placement Warrants | |||
Liabilities: | |||
Warrant liabilities | 2,405 | 953 | |
Penny Warrants | |||
Liabilities: | |||
Warrant liabilities | 1,422 | ||
Level 1 | |||
Assets: | |||
Short-term investments | 842 | 849 | 0 |
Assets | 2,592 | 1,736 | 515 |
Liabilities: | |||
Liabilities | 1,399 | 1,555 | 0 |
Level 1 | Public Warrants | |||
Liabilities: | |||
Warrant liabilities | 1,399 | 1,555 | |
Level 1 | Private Placement Warrants | |||
Liabilities: | |||
Warrant liabilities | 0 | 0 | |
Level 1 | Penny Warrants | |||
Liabilities: | |||
Warrant liabilities | 0 | ||
Level 2 | |||
Assets: | |||
Short-term investments | 68,589 | 70,381 | 69,448 |
Assets | 68,589 | 70,381 | 69,448 |
Liabilities: | |||
Liabilities | 2,405 | 953 | 0 |
Level 2 | Public Warrants | |||
Liabilities: | |||
Warrant liabilities | 0 | 0 | |
Level 2 | Private Placement Warrants | |||
Liabilities: | |||
Warrant liabilities | 2,405 | 953 | |
Level 2 | Penny Warrants | |||
Liabilities: | |||
Warrant liabilities | 0 | ||
Level 3 | |||
Assets: | |||
Short-term investments | 0 | 0 | 0 |
Assets | 0 | 0 | 0 |
Liabilities: | |||
Liabilities | 1,422 | 0 | 971 |
Level 3 | Public Warrants | |||
Liabilities: | |||
Warrant liabilities | 0 | 0 | |
Level 3 | Private Placement Warrants | |||
Liabilities: | |||
Warrant liabilities | 0 | 0 | |
Level 3 | Penny Warrants | |||
Liabilities: | |||
Warrant liabilities | 1,422 | ||
Money market mutual funds | |||
Assets: | |||
Money market mutual funds | 1,750 | 887 | 515 |
Money market mutual funds | Level 1 | |||
Assets: | |||
Money market mutual funds | 1,750 | 887 | 515 |
Money market mutual funds | Level 2 | |||
Assets: | |||
Money market mutual funds | 0 | 0 | 0 |
Money market mutual funds | Level 3 | |||
Assets: | |||
Money market mutual funds | $ 0 | $ 0 | $ 0 |
Fair Value Measurements - Sch_5
Fair Value Measurements - Schedule of Valuation Assumptions (Details) - Level 3 | Jun. 30, 2024 decimal year | Mar. 04, 2024 decimal year | Dec. 27, 2023 decimal | Oct. 17, 2022 decimal |
Warrant Shares | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Derivative liability, measurement input | 1,270,242 | 1,304,907 | ||
Aggregate Value Cap | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Derivative liability, measurement input | 11,250 | 11,250 | ||
Stock price | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Derivative liability, measurement input | 4.03 | 15.49 | ||
Strike price | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Derivative liability, measurement input | 0.01 | 0.01 | ||
Term (in years) | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Derivative liability, measurement input | year | 4.7 | 5 | ||
Volatility | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Derivative liability, measurement input | 1.150 | 0.950 | 0.151 | 0.045 |
Risk free rate | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Derivative liability, measurement input | 0.044 | 0.042 | 0.056 | 0.043 |
Dividend Rate | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Derivative liability, measurement input | 0 | 0 |
Variable Interest Entities - _2
Variable Interest Entities - Narrative (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Variable Interest Entity [Line Items] | ||||
Financial contributions | $ 260 | $ 8,351 | $ 9,541 | $ 14,549 |
Paint Entity | ||||
Variable Interest Entity [Line Items] | ||||
Ownership percentage | 50% | 50% |
Variable Interest Entities - _3
Variable Interest Entities - Balance Sheets (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Variable Interest Entity [Line Items] | |||
Property and equipment, net | $ 251,476 | $ 253,976 | $ 252,693 |
Long-term notes payable, current portion | 22,753 | 26,471 | 23,581 |
Long-term notes payable, non-current portion | 166,818 | 222,320 | |
Variable Interest Entity, Primary Beneficiary | |||
Variable Interest Entity [Line Items] | |||
Cash | 837 | 805 | 1,041 |
Property and equipment, net | 66,312 | 69,815 | 63,913 |
Long-term notes payable, current portion | 4,722 | 3,087 | 5,841 |
Long-term notes payable, non-current portion | $ 34,193 | $ 37,404 | $ 40,562 |
Variable Interest Entities - _4
Variable Interest Entities - Statements of Operations and Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Variable Interest Entity [Line Items] | ||||||
Interest expense | $ 5,666 | $ 5,312 | $ 10,321 | $ 9,927 | $ 22,223 | $ 8,291 |
Depreciation and amortization | 6,682 | 7,062 | 13,173 | 13,477 | 26,982 | 23,114 |
Variable Interest Entity, Primary Beneficiary | ||||||
Variable Interest Entity [Line Items] | ||||||
Interest expense | 497 | 529 | 1,009 | 1,049 | 2,147 | 1,533 |
Depreciation and amortization | $ 1,751 | $ 2,004 | $ 3,503 | $ 3,944 | $ 7,519 | $ 7,098 |
Revenue - Disaggregation of R_2
Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||||||
Net sales | $ 79,013 | $ 100,338 | $ 158,985 | $ 177,370 | $ 315,362 | $ 320,042 |
Flights | Services transferred at a point in time: | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Net sales | 74,384 | 97,428 | 150,504 | 172,029 | 303,299 | 314,039 |
Memberships | Services transferred over time: | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Net sales | 1,339 | 1,437 | 2,806 | 2,915 | 5,458 | 3,939 |
MRO | Services transferred over time: | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Net sales | 2,244 | 1,113 | 3,734 | 1,817 | 4,606 | 1,556 |
Fractional ownership purchase price | Services transferred over time: | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Net sales | $ 1,046 | $ 360 | $ 1,941 | $ 609 | $ 1,999 | $ 508 |
Revenue - Rollforward of Defe_2
Revenue - Rollforward of Deferred Revenue (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Change in Contract with Customer Liability [Roll Forward] | |||
Beginning balance | $ 93,940 | $ 60,602 | $ 32,795 |
Revenue recognized | 127,990 | (185,908) | (179,355) |
Revenue deferred | (130,787) | 219,246 | 207,162 |
Ending balance | $ 91,143 | $ 93,940 | $ 60,602 |
Other Receivables (Details)_2
Other Receivables (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Other receivables | $ 5,526 | $ 4,460 | $ 4,925 |
Rebate receivables | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Other receivables | 830 | 871 | 1,375 |
Federal excise tax receivable | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Other receivables | 4,247 | 3,079 | 2,506 |
Insurance settlement in process | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Other receivables | 300 | 298 | 931 |
Other | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Other receivables | $ 149 | $ 212 | $ 113 |
Parts and Supplies Inventory _3
Parts and Supplies Inventory (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Inventory [Line Items] | |||
Less: inventory reserve | $ (142) | $ 0 | |
Parts and supplies inventory, net | 6,050 | 5,142 | $ 5,872 |
Aircraft parts | |||
Inventory [Line Items] | |||
Parts and supplies inventory, gross | 5,537 | 4,824 | |
Parts and supplies inventory, net | 4,824 | 3,350 | |
Materials and supplies | |||
Inventory [Line Items] | |||
Parts and supplies inventory, gross | $ 655 | 318 | |
Parts and supplies inventory, net | $ 318 | $ 2,522 |
Prepaid Expenses and Other Cu_6
Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||
Prepaid vendor expenses | $ 2,253 | $ 2,520 | $ 1,717 |
Prepaid insurance | 243 | 446 | 1,894 |
Prepaid directors and officers insurance | 1,259 | 2,518 | 0 |
Prepaid maintenance | 7 | 60 | 181 |
Prepaid non-aircraft subscriptions | 375 | 113 | 135 |
MRO revenue in excess of billings | 697 | 581 | 292 |
Deferred commission | 560 | 514 | 413 |
Prepaid expenses and other current assets | $ 5,394 | $ 6,752 | $ 5,865 |
Investments in Securities - S_2
Investments in Securities - Schedule of Marketable Securities at Cost and Fair Value (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Securities, Available-for-Sale [Line Items] | |||
Amortized Cost | $ 69,693 | $ 71,299 | $ 69,924 |
Gross Unrealized Gains | 162 | 335 | 362 |
Gross Unrealized Losses | (424) | (404) | (838) |
Fair Value | 69,431 | 71,230 | 69,448 |
U.S. treasury bills | |||
Debt Securities, Available-for-Sale [Line Items] | |||
Amortized Cost | 59,783 | 60,801 | 59,764 |
Gross Unrealized Gains | 37 | 131 | 319 |
Gross Unrealized Losses | (35) | 0 | 0 |
Fair Value | 59,785 | 60,932 | 60,083 |
Municipal bonds | |||
Debt Securities, Available-for-Sale [Line Items] | |||
Amortized Cost | 8,955 | 9,543 | 9,205 |
Gross Unrealized Gains | 70 | 148 | 40 |
Gross Unrealized Losses | (389) | (404) | (838) |
Fair Value | 8,636 | 9,287 | 8,407 |
Corporate/government bonds | |||
Debt Securities, Available-for-Sale [Line Items] | |||
Amortized Cost | 477 | 477 | 477 |
Gross Unrealized Gains | 28 | 29 | 0 |
Gross Unrealized Losses | 0 | 0 | 0 |
Fair Value | 505 | 506 | 477 |
Other bonds | |||
Debt Securities, Available-for-Sale [Line Items] | |||
Amortized Cost | 478 | 478 | 478 |
Gross Unrealized Gains | 27 | 27 | 3 |
Gross Unrealized Losses | 0 | 0 | 0 |
Fair Value | $ 505 | $ 505 | $ 481 |
Investments in Securities - N_2
Investments in Securities - Narrative (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Investments, Debt and Equity Securities [Abstract] | |||
Unrealized losses on available-for-sale debt securities | $ (262) | $ (69) | $ (476) |
Property and Equipment, Net -_2
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 338,294 | $ 341,091 | $ 327,750 |
Less: Accumulated depreciation | (86,818) | (87,115) | (75,057) |
Property and equipment, net | 251,476 | 253,976 | 252,693 |
Transportation equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 316,859 | 311,584 | 294,846 |
Office furniture and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 3,147 | 3,131 | 2,591 |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 2,306 | 2,306 | 137 |
Construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 236 | 147 | 447 |
Deposits on transportation equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 15,746 | $ 23,923 | $ 29,729 |
Property and Equipment, Net -_3
Property and Equipment, Net - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||||||
Depreciation and amortization expense | $ 6,338 | $ 6,777 | $ 12,517 | $ 12,925 | $ 25,833 | $ 23,114 |
Net carrying value of disposals of long-lived assets | 18,052 | 18,052 | 66,986 | 45,209 | ||
Capitalized interest | $ 0 | $ 0 | $ 0 | $ 161 |
Intangible Assets - Schedule _3
Intangible Assets - Schedule of Intangible Assets, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Intangible Assets, Gross | $ 3,761 | $ 3,486 | $ 2,680 |
Accumulated Amortization | (2,504) | (1,902) | (898) |
Intangible assets, net | 1,257 | 1,584 | 1,782 |
Intangible assets | 650 | 650 | 650 |
Total acquired intangible assets, gross | 4,411 | 4,136 | 3,330 |
Intangible assets, net | $ 1,907 | $ 2,234 | $ 2,432 |
Weighted-Average Useful Life (in years) | 3 years | 3 years | 3 years |
Intangible Assets - Narrative_2
Intangible Assets - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||
Amortization of intangible assets | $ 308 | $ 240 | $ 602 | $ 511 | $ 1,004 | $ 898 |
Impairment charges related to definite-lived intangible assets | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Intangible Assets - Schedule _4
Intangible Assets - Schedule of Estimated Amortization Expense (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Remainder of 2024 | $ 506 | ||
2024 | 474 | $ 1,040 | |
2025 | 252 | 383 | |
2026 | 25 | 161 | |
2027 | 0 | 0 | |
Thereafter | 0 | ||
Intangible assets, net | $ 1,257 | $ 1,584 | $ 1,782 |
Other Current Liabilities (De_2
Other Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Other Liabilities Disclosure [Abstract] | |||
Accrued vendor payments | $ 6,073 | $ 6,386 | $ 4,510 |
Accrued ERC payments | 9,044 | 9,044 | 8,909 |
Accrued underwriter fees | 0 | 1,500 | 0 |
Accrued directors and officers insurance | 0 | 2,518 | 0 |
Accrued employee-related expenses | 8,192 | 7,751 | 6,473 |
Accrued engine expenses | 100 | 4 | 1,139 |
Accrued tax expenses | 518 | 746 | 526 |
Accrued interest | 440 | 569 | 92 |
Other | 78 | 187 | 128 |
Other current liabilities | $ 24,445 | $ 28,705 | $ 21,777 |
Other Non-Current Liabilities_5
Other Non-Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Other Liabilities Disclosure [Abstract] | |||
Fractional ownership deposits | $ 23,102 | $ 16,686 | $ 3,636 |
Other | 0 | 26 | 28 |
Other non-current liabilities | $ 23,102 | $ 16,712 | $ 41,503 |
Debt - Schedule of Short-Term_2
Debt - Schedule of Short-Term Notes Payable (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | Jun. 30, 2023 | Apr. 30, 2023 | Dec. 31, 2022 | Oct. 31, 2022 |
Short-term notes payable | ||||||
Total short-term notes payable | $ 6,159 | $ 14,396 | $ 3,704 | |||
Notes Payable to Banks | ||||||
Short-term notes payable | ||||||
Interest Rates | 7.75% | 7.75% | 6.50% | |||
Less: Unamortized debt issuance costs | $ (26) | (4) | (52) | |||
Notes Payable to Banks | Bank 2 | ||||||
Short-term notes payable | ||||||
Interest Rates | 7.80% | |||||
Short-term notes payable, gross | $ 6,185 | $ 14,400 | $ 3,756 |
Debt - Short-Term Notes Payab_2
Debt - Short-Term Notes Payable Narrative (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Dec. 31, 2023 USD ($) | Sep. 30, 2023 USD ($) | Jun. 30, 2023 USD ($) loan | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Apr. 30, 2023 | Oct. 31, 2022 USD ($) | |
Short-Term Debt [Line Items] | |||||||||||
Unamortized debt issuance costs | $ 151,000 | $ 271,000 | $ 271,000 | $ 151,000 | |||||||
Interest expense | 5,666,000 | $ 5,312,000 | 10,321,000 | $ 9,927,000 | 22,223,000 | $ 8,291,000 | |||||
Notes Payable to Banks | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Principal amount | $ 3,756,000 | ||||||||||
Interest rate | 7.75% | 7.75% | 7.75% | 7.75% | 6.50% | ||||||
Principal balance paid off | $ 3,756,000 | ||||||||||
Number of short-term loan agreements | loan | 2 | ||||||||||
Debt instrument, term | 1 year | 6 months | |||||||||
Unamortized debt issuance costs | $ 4,000 | 26,000 | 26,000 | 4,000 | 52,000 | ||||||
Amortization of debt issuance costs | 4,000 | $ 4,000 | 11,000 | $ 22,000 | 175,000 | 162,000 | |||||
Interest expense | 124,000 | 77,000 | 249,000 | 157,000 | $ 928,000 | $ 578,000 | |||||
Notes Payable to Banks | Bank 2, Loan 1 | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Principal amount | $ 8,000,000 | 8,000,000 | 8,000,000 | ||||||||
Notes Payable to Banks | Bank 2, Loan 2 | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Principal amount | $ 6,400,000 | $ 6,400,000 | $ 6,400,000 | $ 6,400,000 | $ 6,400,000 |
Debt - Schedule of Long-Term _2
Debt - Schedule of Long-Term Debt (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Aug. 31, 2020 | |
Debt Instrument [Line Items] | ||||
Total Long-term notes payable | $ 206,584 | $ 193,440 | $ 247,618 | |
Less: Unamortized debt issuance costs and debt discount | (271) | (151) | (1,717) | |
Less: current portion | (22,753) | (26,471) | (23,581) | |
Long-term notes payable, non-current portion | 166,818 | 222,320 | ||
Nonrelated Party | ||||
Debt Instrument [Line Items] | ||||
Long-term notes payable, non-current portion | 183,560 | 166,818 | ||
Notes Payable to Banks | Bank 1 | ||||
Debt Instrument [Line Items] | ||||
Total Long-term notes payable | $ 16,707 | $ 13,589 | $ 24,275 | |
Notes Payable to Banks | Bank 1 | Minimum | ||||
Debt Instrument [Line Items] | ||||
Interest Rates | 4% | 4% | 4% | |
Notes Payable to Banks | Bank 1 | Maximum | ||||
Debt Instrument [Line Items] | ||||
Interest Rates | 7.30% | 7.30% | 5.50% | |
Notes Payable to Banks | Bank 2 | ||||
Debt Instrument [Line Items] | ||||
Total Long-term notes payable | $ 13,093 | $ 13,769 | $ 15,518 | |
Notes Payable to Banks | Bank 2 | Minimum | ||||
Debt Instrument [Line Items] | ||||
Interest Rates | 4% | 4% | 4% | |
Notes Payable to Banks | Bank 2 | Maximum | ||||
Debt Instrument [Line Items] | ||||
Interest Rates | 7.80% | 7.80% | 6.30% | |
Notes Payable to Banks | Bank 3 | ||||
Debt Instrument [Line Items] | ||||
Total Long-term notes payable | $ 1,736 | $ 7,705 | $ 8,721 | |
Notes Payable to Banks | Bank 3 | Minimum | ||||
Debt Instrument [Line Items] | ||||
Interest rates, fixed rate | 3.50% | 3.50% | ||
Notes Payable to Banks | Bank 3 | Maximum | SOFR | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 2.30% | 2.30% | 2.20% | |
Notes Payable to Banks | Bank 4 | ||||
Debt Instrument [Line Items] | ||||
Total Long-term notes payable | $ 0 | $ 4,082 | $ 4,440 | |
Notes Payable to Banks | Bank 4 | SOFR | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 2.90% | 2.80% | ||
Notes Payable to Banks | Bank 5 | ||||
Debt Instrument [Line Items] | ||||
Total Long-term notes payable | $ 3,527 | $ 3,759 | $ 4,204 | |
Interest rate adjustment period | 5 years | 5 years | 5 years | |
Notes Payable to Banks | Bank 5 | Prime Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 2.75% | 2.75% | 2.75% | |
Notes Payable to Banks | Bank 5 | Minimum | ||||
Debt Instrument [Line Items] | ||||
Interest Rates | 5.30% | 5.30% | ||
Notes Payable to Banks | Bank 5 | Minimum | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Interest Rates | 5.30% | 5.30% | ||
Notes Payable to Banks | Bank 5 | Maximum | ||||
Debt Instrument [Line Items] | ||||
Interest Rates | 6% | 6% | 6% | |
Notes Payable to Banks | Bank 5 | Maximum | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Interest Rates | 6% | 6% | ||
Notes Payable to Banks | Bank 6 | ||||
Debt Instrument [Line Items] | ||||
Interest Rates | 7.70% | 7.70% | 5.40% | |
Total Long-term notes payable | $ 1,741 | $ 1,843 | $ 2,114 | |
Notes Payable to Banks | Bank 7 | ||||
Debt Instrument [Line Items] | ||||
Interest Rates | 4% | 4% | 4% | |
Total Long-term notes payable | $ 927 | $ 1,061 | $ 1,320 | |
Notes Payable to Banks | Bank 8 | ||||
Debt Instrument [Line Items] | ||||
Interest Rates | 8.80% | |||
Total Long-term notes payable | $ 12,568 | $ 0 | ||
Notes Payable to Banks | Financial Institution 1 | ||||
Debt Instrument [Line Items] | ||||
Interest Rates | 0.25% | 5.30% | ||
Total Long-term notes payable | $ 3,140 | $ 3,290 | $ 3,650 | |
Notes Payable to Banks | Financial Institution 1 | Schwab Loan Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 0.25% | 0.25% | ||
Notes Payable to Banks | Financial Institution 2 | ||||
Debt Instrument [Line Items] | ||||
Total Long-term notes payable | $ 8,123 | $ 8,435 | $ 17,882 | |
Notes Payable to Banks | Financial Institution 2 | Minimum | ||||
Debt Instrument [Line Items] | ||||
Interest Rates | 3.60% | 3.60% | 3.60% | |
Notes Payable to Banks | Financial Institution 2 | Maximum | ||||
Debt Instrument [Line Items] | ||||
Interest Rates | 7% | 7% | 7% | |
Notes Payable to Banks | Financial Institution 3 | ||||
Debt Instrument [Line Items] | ||||
Total Long-term notes payable | $ 35,607 | $ 22,612 | $ 0 | |
Notes Payable to Banks | Financial Institution 3 | Minimum | ||||
Debt Instrument [Line Items] | ||||
Interest Rates | 9% | 9% | ||
Notes Payable to Banks | Financial Institution 3 | Maximum | ||||
Debt Instrument [Line Items] | ||||
Interest Rates | 9.50% | 9.50% | ||
Line of Credit | Financial Institution 4 | ||||
Debt Instrument [Line Items] | ||||
Total Long-term notes payable | $ 70,378 | $ 72,688 | $ 32,153 | |
Line of Credit | Financial Institution 4 | Minimum | SOFR | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 1.30% | 1.30% | 2.30% | |
Line of Credit | Financial Institution 4 | Maximum | SOFR | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 2.80% | 2.80% | 2.80% | |
Other Debt Payable | EID loan | ||||
Debt Instrument [Line Items] | ||||
Interest Rates | 3.75% | |||
Total Long-term notes payable | $ 122 | $ 116 | $ 122 | |
Variable Interest Entity, Primary Beneficiary | ||||
Debt Instrument [Line Items] | ||||
Total Long-term notes payable | 38,915 | 40,491 | 46,403 | |
Less: current portion | (4,722) | (3,087) | (5,841) | |
Long-term notes payable, non-current portion | $ 34,193 | $ 37,404 | $ 40,562 |
Debt - Long-Term Debt Narrati_2
Debt - Long-Term Debt Narrative (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||||||||||||||
Mar. 09, 2024 USD ($) | Feb. 29, 2024 USD ($) | Dec. 31, 2023 USD ($) | Dec. 27, 2023 USD ($) shares | Oct. 31, 2023 USD ($) | Sep. 30, 2023 USD ($) | Apr. 30, 2023 USD ($) | Mar. 31, 2023 USD ($) | Aug. 31, 2020 USD ($) | Aug. 31, 2018 USD ($) | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) loan | Jun. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) loan | Dec. 26, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2024 | Apr. 30, 2024 USD ($) | Mar. 04, 2024 USD ($) | Dec. 28, 2023 USD ($) | Oct. 28, 2022 USD ($) | Oct. 17, 2022 USD ($) | Sep. 30, 2022 USD ($) | May 11, 2021 | Nov. 30, 2020 USD ($) | Aug. 31, 2019 USD ($) | |
Schedule of Debt [Line Items] | |||||||||||||||||||||||||||
Unamortized debt issuance costs | $ 151,000 | $ 271,000 | $ 271,000 | $ 151,000 | |||||||||||||||||||||||
Interest expense | 5,666,000 | $ 5,312,000 | 10,321,000 | $ 9,927,000 | 22,223,000 | $ 8,291,000 | |||||||||||||||||||||
Long-term debt | 193,289,000 | 206,313,000 | 206,313,000 | 193,289,000 | |||||||||||||||||||||||
Outstanding debt obligations for which waiver letters were received | 42,675,000 | 10,838,000 | 10,838,000 | 42,675,000 | 13,645,000 | ||||||||||||||||||||||
Derivative liability | 2,508,000 | $ 2,248,000 | 5,226,000 | 5,226,000 | 2,508,000 | 971,000 | $ 3,746,000 | ||||||||||||||||||||
Unrealized gain (loss) related to the change in fair value of derivative liability | 0 | (509,000) | $ 0 | 107,000 | (14,589,000) | $ (14,589,000) | 470,000 | ||||||||||||||||||||
Derivative liability, write-off | 0 | (15,560,000) | $ 0 | ||||||||||||||||||||||||
Notes Payable to Banks | |||||||||||||||||||||||||||
Schedule of Debt [Line Items] | |||||||||||||||||||||||||||
Late payment, penalty fee, percent | 5% | ||||||||||||||||||||||||||
Number of separate loan agreements | loan | 40 | 40 | |||||||||||||||||||||||||
Unamortized debt issuance costs | 151,000 | 271,000 | $ 271,000 | $ 151,000 | 217,000 | ||||||||||||||||||||||
Amortization of debt issuance costs | 52,000 | 15,000 | 67,000 | 41,000 | 98,000 | 79,000 | |||||||||||||||||||||
Interest expense | 3,047,000 | 2,041,000 | 5,754,000 | 3,615,000 | 9,251,000 | 4,023,000 | |||||||||||||||||||||
Bridge Notes | |||||||||||||||||||||||||||
Schedule of Debt [Line Items] | |||||||||||||||||||||||||||
Unamortized debt issuance costs | $ 0 | $ 0 | $ 0 | $ 0 | $ 1,500,000 | ||||||||||||||||||||||
Long-term debt | $ 95,503,000 | $ 85,000,000 | |||||||||||||||||||||||||
Principal amount | $ 35,000,000 | $ 50,000,000 | |||||||||||||||||||||||||
Maximum borrowing capacity | $ 85,000,000 | ||||||||||||||||||||||||||
Interest rate | 10% | 10% | |||||||||||||||||||||||||
Derivative liability | 15,560,000 | $ 0 | $ 1,441,000 | ||||||||||||||||||||||||
Principal balance converted | 85,000,000 | ||||||||||||||||||||||||||
Interest converted | 10,503,000 | ||||||||||||||||||||||||||
Unrealized gain (loss) related to the change in fair value of derivative liability | $ 107,000 | $ (509,000) | |||||||||||||||||||||||||
Debt issuance cost, write-off | $ 717,000 | ||||||||||||||||||||||||||
Bridge Notes | Common Class A | |||||||||||||||||||||||||||
Schedule of Debt [Line Items] | |||||||||||||||||||||||||||
Debt converted, shares issued (in shares) | shares | 9,550,274 | ||||||||||||||||||||||||||
Other Debt Payable | EID loan | |||||||||||||||||||||||||||
Schedule of Debt [Line Items] | |||||||||||||||||||||||||||
Debt, term | 30 years | ||||||||||||||||||||||||||
Proceeds from loans | $ 122,000 | ||||||||||||||||||||||||||
Interest rate | 3.75% | ||||||||||||||||||||||||||
Principal and interest deferral period | 12 months | 24 months | |||||||||||||||||||||||||
Other Debt Payable | Long-Term Promissory Note | Subsequent Event | |||||||||||||||||||||||||||
Schedule of Debt [Line Items] | |||||||||||||||||||||||||||
Debt instrument, term | 5 years | ||||||||||||||||||||||||||
Principal amount | $ 4,200,000 | ||||||||||||||||||||||||||
Interest rate | 7.25% | ||||||||||||||||||||||||||
Minimum | Notes Payable to Banks | |||||||||||||||||||||||||||
Schedule of Debt [Line Items] | |||||||||||||||||||||||||||
Debt, term | 2 years | 2 years | 2 years | 2 years | |||||||||||||||||||||||
Maximum | Notes Payable to Banks | |||||||||||||||||||||||||||
Schedule of Debt [Line Items] | |||||||||||||||||||||||||||
Debt, term | 15 years | 15 years | 15 years | ||||||||||||||||||||||||
Secured Debt | Line of Credit | |||||||||||||||||||||||||||
Schedule of Debt [Line Items] | |||||||||||||||||||||||||||
Late payment, penalty fee, percent | 5% | ||||||||||||||||||||||||||
Maximum borrowing capacity | $ 15,250,000 | $ 12,255,000 | $ 15,250,000 | $ 32,250,000 | $ 27,250,000 | $ 22,255,000 | |||||||||||||||||||||
Floor rate | 0.0225 | ||||||||||||||||||||||||||
Debt instrument, term | 12 years | ||||||||||||||||||||||||||
Long-term debt | 13,148,000 | $ 10,838,000 | $ 10,838,000 | 13,148,000 | $ 32,153,000 | ||||||||||||||||||||||
Available borrowing capacity | 2,102,000 | 4,412,000 | 4,412,000 | 2,102,000 | $ 97,000 | ||||||||||||||||||||||
Secured Debt | Line of Credit | Overnight LIBOR | |||||||||||||||||||||||||||
Schedule of Debt [Line Items] | |||||||||||||||||||||||||||
Basis spread on variable rate | 2.25% | ||||||||||||||||||||||||||
Secured Debt | Line of Credit | LIBOR | |||||||||||||||||||||||||||
Schedule of Debt [Line Items] | |||||||||||||||||||||||||||
Basis spread on variable rate | 3% | ||||||||||||||||||||||||||
Revolving Credit Facility | Line of Credit | |||||||||||||||||||||||||||
Schedule of Debt [Line Items] | |||||||||||||||||||||||||||
Maximum borrowing capacity | $ 60,000,000 | $ 60,000,000 | |||||||||||||||||||||||||
Long-term debt | $ 59,540,000 | $ 59,540,000 | |||||||||||||||||||||||||
Proceeds from loans | $ 3,000,000 | $ 8,713,000 | $ 3,300,000 | $ 44,527,000 | |||||||||||||||||||||||
Revolving Credit Facility | Line of Credit | Prime Rate | Variable Rate Component One | |||||||||||||||||||||||||||
Schedule of Debt [Line Items] | |||||||||||||||||||||||||||
Basis spread on variable rate | 1.25% | ||||||||||||||||||||||||||
Revolving Credit Facility | Line of Credit | Prime Rate | Variable Rate Component Two | |||||||||||||||||||||||||||
Schedule of Debt [Line Items] | |||||||||||||||||||||||||||
Basis spread on variable rate | (1.88%) | ||||||||||||||||||||||||||
Revolving Credit Facility | Line of Credit | SOFR | |||||||||||||||||||||||||||
Schedule of Debt [Line Items] | |||||||||||||||||||||||||||
Basis spread on variable rate | 1.25% | 1.25% | 1.25% | 1.25% | 1.25% | ||||||||||||||||||||||
Revolving Credit Facility | Line of Credit | SOFR | Variable Rate Component Three | |||||||||||||||||||||||||||
Schedule of Debt [Line Items] | |||||||||||||||||||||||||||
Basis spread on variable rate | 1.25% | ||||||||||||||||||||||||||
Revolving Credit Facility | Line of Credit | SOFR | Variable Rate Component Four | |||||||||||||||||||||||||||
Schedule of Debt [Line Items] | |||||||||||||||||||||||||||
Basis spread on variable rate | 1.50% | ||||||||||||||||||||||||||
Revolving Credit Facility | Line of Credit | SOFR | Variable Rate Component Four | Subsequent Event | |||||||||||||||||||||||||||
Schedule of Debt [Line Items] | |||||||||||||||||||||||||||
Basis spread on variable rate | 1.50% | ||||||||||||||||||||||||||
Revolving Credit Facility | Line of Credit | Daily Simple SOFR Rate | Variable Rate Component Four | |||||||||||||||||||||||||||
Schedule of Debt [Line Items] | |||||||||||||||||||||||||||
Basis spread on variable rate | 1.25% | ||||||||||||||||||||||||||
Revolving Credit Facility | Line of Credit | LOC Master Note | |||||||||||||||||||||||||||
Schedule of Debt [Line Items] | |||||||||||||||||||||||||||
Outstanding balance | $ 59,540,000 | $ 59,540,000 | |||||||||||||||||||||||||
Revolving Credit Facility | Line of Credit | LOC Master Note | Subsequent Event | |||||||||||||||||||||||||||
Schedule of Debt [Line Items] | |||||||||||||||||||||||||||
Outstanding balance | $ 59,540,000 |
Debt - Long-Term Debt Maturit_2
Debt - Long-Term Debt Maturities (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | |||
Total Long-term notes payable | $ 206,584 | $ 193,440 | $ 247,618 |
Debt issuance costs | (271) | (151) | |
Long-term debt | 206,313 | 193,289 | |
Consolidated Entity, Excluding Consolidated VIE | |||
Debt Instrument [Line Items] | |||
2024 | 12,008 | ||
2025 | 75,989 | 23,408 | |
2026 | 16,847 | 75,500 | |
2027 | 11,772 | 21,309 | |
2028 | 4,523 | 12,719 | |
Thereafter | 46,530 | ||
Total Long-term notes payable | 167,669 | 152,949 | |
Variable Interest Entity, Primary Beneficiary | |||
Debt Instrument [Line Items] | |||
Total Long-term notes payable | $ 38,915 | $ 40,491 | $ 46,403 |
Debt - Senior Secured Note (Det
Debt - Senior Secured Note (Details) $ in Thousands | Jun. 30, 2024 USD ($) | Jan. 26, 2024 USD ($) | Dec. 31, 2023 USD ($) |
Debt Instrument [Line Items] | |||
Long-term debt | $ 206,313 | $ 193,289 | |
Senior Notes | |||
Debt Instrument [Line Items] | |||
Maximum aggregate principal amount | $ 25,773 | ||
Potential prepayment premium, percentage | 0.0300 | ||
Prepayment event, change of control, minimum percentage of disposition of consolidated assets | 0.50 | ||
Amount of outstanding principal due on each payment date, percentage | 0.0100 | ||
Period for which outstanding principal triggers a payment | 30 days | ||
Senior Notes | LGM Enterprises, LLC | |||
Debt Instrument [Line Items] | |||
Prepayment event, change of control, personal guarantor minimum ownership percentage | 1 | ||
Senior Notes | FlyExclusive Jet Share, LLC | LGM Enterprises, LLC | |||
Debt Instrument [Line Items] | |||
Prepayment event, change of control, personal guarantor minimum ownership percentage | 1 | ||
Senior Notes, Purchase or Refinancing of Aircraft | |||
Debt Instrument [Line Items] | |||
Maximum aggregate principal amount | $ 25,000 | ||
Senior Notes - Cash Escrow Account | |||
Debt Instrument [Line Items] | |||
Interest Rates | 3% | ||
Senior Notes - Principal Withdrawn and Released to Borrower | |||
Debt Instrument [Line Items] | |||
Interest Rates | 13% | ||
Personal Guarantor | Senior Notes | |||
Debt Instrument [Line Items] | |||
Prepayment event, change of control, personal guarantor minimum ownership percentage | 0.51 |
Debt - Issuance of Promissory N
Debt - Issuance of Promissory Note (Details) $ in Thousands | 1 Months Ended | |||
Mar. 31, 2024 USD ($) debt_instrument | Feb. 29, 2024 USD ($) | May 31, 2024 USD ($) | Apr. 30, 2024 USD ($) | |
7.25% Promissory Note | Other Debt Payable | ||||
Debt Instrument [Line Items] | ||||
Principal amount | $ 4,200 | |||
Interest Rates | 7.25% | |||
Debt instrument, term | 5 years | |||
9.45% Promissory Note 1 and 9.45% Promissory Note 2 | Other Debt Payable | ||||
Debt Instrument [Line Items] | ||||
Number of debt instruments entered into | debt_instrument | 2 | |||
9.45% Promissory Note 1 | Other Debt Payable | ||||
Debt Instrument [Line Items] | ||||
Principal amount | $ 6,964 | |||
Interest Rates | 9.45% | |||
Debt instrument, term | 10 years | |||
9.45% Promissory Note 2 | Other Debt Payable | ||||
Debt Instrument [Line Items] | ||||
Principal amount | $ 6,964 | |||
Interest Rates | 9.45% | |||
Debt instrument, term | 10 years | |||
7.75% Promissory Note Due April 2029 | Other Debt Payable | ||||
Debt Instrument [Line Items] | ||||
Principal amount | $ 7,822 | |||
Interest Rates | 7.75% | |||
8.81% Promissory Note | Other Debt Payable | ||||
Debt Instrument [Line Items] | ||||
Principal amount | $ 12,600 | |||
Interest Rates | 8.81% |
Leases - Narrative (Details)_2
Leases - Narrative (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) aircraft | Jun. 30, 2023 USD ($) aircraft | Dec. 31, 2023 USD ($) aircraft | Dec. 31, 2022 USD ($) aircraft | |
Lessee, Lease, Description [Line Items] | ||||||
Number of aircrafts operated | aircraft | 32 | 42 | 30 | |||
Additional variable costs | $ | $ 4,818 | $ 2,759 | $ 8,239 | $ 4,709 | $ 12,689 | $ 13,778 |
Number of aircrafts in sale-leaseback transaction | aircraft | 2 | 10 | ||||
Gain on sale-leaseback | $ | $ 501 | $ 10,223 | ||||
Minimum | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Lease term | 2 years | 2 years | 2 years | |||
Minimum | Charter Flight Services | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Lease term | 2 years | 2 years | 2 years | |||
Maximum | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Lease term | 30 years | 30 years | 30 years | |||
Maximum | Charter Flight Services | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Lease term | 6 years | 6 years | 6 years |
Leases - Schedule of Operatin_2
Leases - Schedule of Operating Lease Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||||||
Operating lease cost | $ 5,189 | $ 4,291 | $ 10,787 | $ 7,815 | $ 18,278 | $ 12,986 |
Operating lease cost | 7,823 | |||||
Short-term lease cost | 403 | 113 | 727 | 223 | 768 | 310 |
Total lease costs | $ 5,592 | $ 4,404 | $ 11,514 | $ 8,046 | $ 19,046 | $ 13,296 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||||
ROU assets obtained in exchange for new operating lease liabilities | $ 3,571 | $ 23,507 | $ 48,807 | $ 21,853 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information (Details) | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | |||
Weighted-average remaining lease term – operating leases | 9 years 2 months 12 days | 8 years 6 months 7 days | 10 years 1 month 28 days |
Weighted-average discount rate – operating leases | 6.63% | 6.54% | 5.86% |
Leases - Schedule of Future M_2
Leases - Schedule of Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Leases [Abstract] | ||
Remainder of 2024 | $ 9,849 | |
2024 | 18,099 | $ 22,733 |
2025 | 15,622 | 20,547 |
2026 | 10,444 | 17,670 |
2027 | 4,561 | 12,299 |
Thereafter | 40,742 | |
Total undiscounted cash flows | 99,317 | 119,530 |
Less: Imputed interest | (30,079) | (33,523) |
Present value of lease liabilities | $ 69,238 | $ 86,007 |
Warrant Liabilities (Details)_2
Warrant Liabilities (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||
Feb. 27, 2024 shares | Jan. 03, 2024 shares | Dec. 27, 2023 USD ($) day $ / shares shares | Jun. 30, 2024 USD ($) shares | Mar. 31, 2024 shares | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) shares | Jun. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | May 10, 2024 shares | Mar. 04, 2024 USD ($) $ / shares | |
Class of Warrant or Right [Line Items] | ||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 11.50 | $ 0.01 | ||||||||||
Number of shares called by each warrant (in shares) | 1 | |||||||||||
Number of days from which warrants are exercisable | 30 days | |||||||||||
Right to purchase an amount of shares of outstanding common stock, percentage | 1.5 | |||||||||||
Warrant liabilities | $ | $ 2,248 | $ 5,226 | $ 5,226 | $ 2,508 | $ 971 | $ 3,746 | ||||||
Warrants exercised (in shares) | 336,124 | 925,000 | 0 | 3,283,941 | ||||||||
Loss on change in fair value of warrant liability | $ | $ (899) | $ 0 | $ (3,679) | $ 0 | $ (334) | $ 0 | ||||||
Common Stock | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Maximum value of common stock issued from exercise of warrants | $ | $ 11,250 | |||||||||||
Anniversary Period 2 | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Percentage of share count cap available for exercise of warrants | 0.50 | |||||||||||
Anniversary Period 3 | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Percentage of share count cap available for exercise of warrants | 1 | |||||||||||
Anniversary Period 4 | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Percentage of share count cap available for exercise of warrants | 1 | |||||||||||
Common Class A | Common Stock | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Issuance of Class A common stock upon conversion of Bridge Notes (in shares) | 73,947 | 203,500 | 9,550,274 | 277,447 | ||||||||
Issuance of Class A common stock upon cashless exercise of warrants (in shares) | 7,565 | 967,045 | 967,045 | |||||||||
Private Placement Warrants | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Number of warrants (in shares) | 4,333,333 | |||||||||||
Warrants outstanding (in shares) | 4,333,333 | 4,333,333 | ||||||||||
Public Warrants | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Number of warrants (in shares) | 7,066,668 | 2,521,569 | ||||||||||
Redemption price (in dollars per share) | $ / shares | $ 0.01 | |||||||||||
Number of days from which warrants are exercisable | 30 days | |||||||||||
Minimum common stock price for redemption of warrants, number of trading days | day | 20 | |||||||||||
Redemption trading period | day | 30 | |||||||||||
End of trading period before notice of redemption, number of business days | 3 days | |||||||||||
Warrants outstanding (in shares) | 2,519,869 | 2,519,869 | ||||||||||
Public Warrants | Common Class A | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Minimum common stock price for redemption of warrants (in dollars per share) | $ / shares | $ 18 |
Employee Benefits (Details)_2
Employee Benefits (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Retirement Benefits [Abstract] | ||||||
Minimum required employee service period for participation | 2 months | 2 months | 2 months | |||
Employee annual contribution limit | $ 58 | |||||
Maximum percentage contribution of employee's annual compensation allowed | 100% | 100% | ||||
Employer matching contribution, percent of match | 50% | 50% | ||||
Employee contribution, percent of base compensation required for company matching | 8% | 8% | ||||
Employee service period required to be fully vested | 2 years | 2 years | 2 years | |||
Company contribution amount | $ 444 | $ 341 | $ 839 | $ 651 | $ 1,158 | $ 973 |
Stock-based Compensation - 20_2
Stock-based Compensation - 2023 Equity Incentive Plan (Details) - 2023 Equity Incentive Plan - shares | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Shares issued (in shares) | 0 | 0 | 0 | 0 | |
Number of shares reserved for issuance (in shares) | 6,000,000 | 6,000,000 | 6,000,000 | ||
Plan effective period | 10 years | 10 years | 10 years | ||
Number of shares available for grant (in shares) | 6,000,000 | 6,000,000 | 6,000,000 |
Stock-based Compensation - Em_2
Stock-based Compensation - Employee Stock Purchase Plan (Details) - Employee Stock - shares | Jun. 30, 2024 | Dec. 31, 2023 |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of shares reserved for issuance (in shares) | 1,500,000 | 1,500,000 |
Shares purchased by employees (in shares) | 0 | 0 |
Income Taxes - Narrative (Det_2
Income Taxes - Narrative (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Jun. 30, 2024 | Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |||
Effective tax rate | 0% | 0% | 0% |
Related Party Transactions (D_2
Related Party Transactions (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||||
Dec. 15, 2023 USD ($) | Sep. 14, 2023 USD ($) | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Aug. 14, 2024 USD ($) | Apr. 30, 2024 USD ($) | Jan. 26, 2024 USD ($) | Dec. 27, 2023 USD ($) | Nov. 17, 2023 USD ($) | Apr. 30, 2023 | Oct. 31, 2022 USD ($) | Feb. 25, 2022 USD ($) | Jan. 29, 2021 USD ($) | |
Related Party Transaction [Line Items] | |||||||||||||||||
Accounts payable | $ 30,682,000 | $ 30,682,000 | $ 30,172,000 | ||||||||||||||
Revenue | 79,013,000 | $ 100,338,000 | 158,985,000 | $ 177,370,000 | 315,362,000 | $ 320,042,000 | |||||||||||
Long-term debt | 206,313,000 | 206,313,000 | 193,289,000 | ||||||||||||||
Senior Notes | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Unamortized debt issuance costs | 756,000 | 756,000 | $ 0 | ||||||||||||||
Interest expense | $ 931,000 | $ 0 | $ 1,488,000 | $ 0 | |||||||||||||
Maximum aggregate principal amount | $ 25,773,000 | ||||||||||||||||
Potential prepayment premium, percentage | 0.0300 | ||||||||||||||||
Prepayment event, change of control, minimum percentage of disposition of consolidated assets | 0.50 | ||||||||||||||||
Amount of outstanding principal due on each payment date, percentage | 0.0100 | ||||||||||||||||
Period for which outstanding principal triggers a payment | 30 days | ||||||||||||||||
Senior Notes | Subsequent Event | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Maximum aggregate principal amount | $ 25,773,000 | ||||||||||||||||
Potential prepayment premium, percentage | 0.0300 | ||||||||||||||||
Prepayment event, change of control, minimum percentage of disposition of consolidated assets | 0.50 | ||||||||||||||||
Amount of outstanding principal due on each payment date, percentage | 0.0100 | ||||||||||||||||
Period for which outstanding principal triggers a payment | 30 days | ||||||||||||||||
Long-term debt | $ 25,643,000 | $ 25,000,000 | |||||||||||||||
Senior Notes, Purchase or Refinancing of Aircraft | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Maximum aggregate principal amount | $ 25,000,000 | ||||||||||||||||
Senior Notes, Purchase or Refinancing of Aircraft | Subsequent Event | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Maximum aggregate principal amount | $ 25,000,000 | ||||||||||||||||
Senior Notes - Cash Escrow Account | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Interest rate | 3% | ||||||||||||||||
Senior Notes - Cash Escrow Account | Subsequent Event | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Interest rate | 3% | ||||||||||||||||
Senior Notes - Principal Withdrawn and Released to Borrower | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Interest rate | 13% | ||||||||||||||||
Senior Notes - Principal Withdrawn and Released to Borrower | Subsequent Event | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Interest rate | 13% | ||||||||||||||||
FlyExclusive Jet Share, LLC | Senior Notes | LGM Enterprises, LLC | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Prepayment event, change of control, personal guarantor minimum ownership percentage | 1 | ||||||||||||||||
FlyExclusive Jet Share, LLC | Senior Notes | Subsequent Event | LGM Enterprises, LLC | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Prepayment event, change of control, personal guarantor minimum ownership percentage | 1 | ||||||||||||||||
LGM Enterprises, LLC | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Related party's ownership interest of a consolidated subsidiary | 23% | 23% | 22% | ||||||||||||||
LGM Enterprises, LLC | Senior Notes | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Prepayment event, change of control, personal guarantor minimum ownership percentage | 1 | ||||||||||||||||
LGM Enterprises, LLC | Senior Notes | Subsequent Event | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Prepayment event, change of control, personal guarantor minimum ownership percentage | 1 | ||||||||||||||||
Notes Payable to Banks | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Principal amount | $ 3,756,000 | ||||||||||||||||
Interest rate | 7.75% | 7.75% | 7.75% | 6.50% | |||||||||||||
Notes Payable to Banks | Bank #5 | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Principal amount | $ 15,871,000 | ||||||||||||||||
Interest rate | 14% | ||||||||||||||||
Unamortized debt issuance costs | $ 423,000 | $ 423,000 | $ 879,000 | ||||||||||||||
Interest expense | 787,000 | $ 0 | 1,563,000 | $ 0 | |||||||||||||
Personal Guarantor | Senior Notes | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Prepayment event, change of control, personal guarantor minimum ownership percentage | 0.51 | ||||||||||||||||
Personal Guarantor | Senior Notes | Subsequent Event | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Prepayment event, change of control, personal guarantor minimum ownership percentage | 0.51 | ||||||||||||||||
Related Party | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Accounts payable | 0 | 72,000 | |||||||||||||||
Short term accounts receivable | 1,770,000 | 1,770,000 | 1,911,000 | 2,996,000 | |||||||||||||
Short-term notes payable | 22,295,000 | 22,295,000 | 18,939,000 | 0 | |||||||||||||
Term notes | $ 1,800,000 | $ 5,280,000 | $ 11,900,000 | ||||||||||||||
Equity interest acquired | 50% | ||||||||||||||||
Non-cash settlement of trade receivables | $ 1,650,000 | ||||||||||||||||
Equity interest distributed to equity holders | 100% | ||||||||||||||||
Lease expense per month | $ 200,000 | ||||||||||||||||
Debt transferred | $ 16,004,000 | ||||||||||||||||
Related Party | Promissory Note | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Principal amount | $ 3,947,000 | ||||||||||||||||
Interest rate | 8% | ||||||||||||||||
Interest expense | 79,000 | 0 | 158,000 | 0 | |||||||||||||
Accrued interest | 79,000 | 79,000 | 0 | ||||||||||||||
Related Party | Carolina Air Center, LLC, Crystal Coast Aviation, LLC, and Kinston Jet Center, LLC | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Fuel costs | 431,000 | 514,000 | 892,000 | 1,301,000 | 2,027,000 | 2,185,000 | |||||||||||
Related Party | Kinston Jet Center, LLC, Kinston Jet House, LLC and LGM Auto, LLC | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Rent expense | 1,034,000 | $ 299,000 | 2,062,000 | $ 656,000 | 1,646,000 | $ 1,235,000 | |||||||||||
Related Party | Consolidated Subsidiary #1 | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Notes receivable, current portion | $ 2,330,000 | $ 2,330,000 | $ 2,433,000 | ||||||||||||||
Related Party | Consolidated Subsidiary #1 | Consolidated Subsidiary #1 | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Related party's ownership interest of a consolidated subsidiary | 99% | 99% | 99% | 99% | |||||||||||||
Related Party | Consolidated Subsidiary #2 | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Notes receivable, current portion | $ 3,973,000 | $ 3,973,000 | $ 2,404,000 | $ 2,545,000 | |||||||||||||
Related Party | Consolidated Subsidiary #2 | Consolidated Subsidiary #2 | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Related party's ownership interest of a consolidated subsidiary | 99% | 99% | 99% | 99% | |||||||||||||
Related Party | Related Party #1 | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Notes receivable, current portion | $ 2,404,000 | $ 2,572,000 | |||||||||||||||
Related Party | Related Party #1 | Consolidated Subsidiary #1 | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Related party's ownership interest of a consolidated subsidiary | 99% | ||||||||||||||||
Related Party | Related Party #2 | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Notes receivable, current portion | $ 3,973,000 | ||||||||||||||||
Related Party | Related Party #2 | Consolidated Subsidiary #2 | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Related party's ownership interest of a consolidated subsidiary | 99% | ||||||||||||||||
Related Party | LGM Ventures, LLC | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Accounts payable | $ 1,020,000 | $ 1,020,000 | $ 1,047,000 | ||||||||||||||
Related Party | Supplier Concentration Risk | Cost of Revenue Benchmark | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Percentage of total fuel costs | 2% | 4% | 2% | 3% | 3% | 3% | |||||||||||
Related Party | Flights | Owners of Subsidiaries and Lessor VIEs | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Revenue | $ 4,440,000 | $ 5,648,000 | $ 9,691,000 | $ 12,353,000 | $ 22,279,000 | $ 22,468,000 | |||||||||||
Related Party | Flights | Related Parties Excluding Owners of Subsidiaries and Lessor VIEs | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Revenue | $ 80,000 | $ 15,000 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2024 | Dec. 31, 2023 | Aug. 26, 2021 | |
Minimum | |||
Other Commitments [Line Items] | |||
Formal notice of exercise of put option | 60 days | 60 days | |
Lease term | 5 years | 5 years | |
Obligation at end of lease term | $ 2,070 | ||
Maximum | |||
Other Commitments [Line Items] | |||
Formal notice of exercise of put option | 90 days | 90 days | |
Lease term | 10 years | 10 years | |
Obligation at end of lease term | $ 3,450 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Future Repurchase Contingencies (Details) - Repurchase Contingencies - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Other Commitments [Line Items] | ||
Remainder of 2024 | $ 5,095 | |
2024 | 8,722 | $ 3,735 |
2025 | 30,799 | 7,464 |
2026 | 23,938 | 29,524 |
2027 | 5,687 | 26,145 |
Total | $ 74,241 | $ 74,232 |
Stockholders' Equity _ Member_9
Stockholders' Equity / Members' Deficit and Noncontrolling Interests - Narrative (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||||||
Jan. 09, 2024 shares | Jan. 02, 2024 USD ($) shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2023 $ / shares shares | Dec. 27, 2023 USD ($) $ / shares shares | Dec. 26, 2023 USD ($) $ / shares shares | Jun. 30, 2024 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 27, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 27, 2024 shares | May 10, 2024 shares | Mar. 31, 2024 shares | Mar. 26, 2024 aircraft | Mar. 04, 2024 USD ($) vote $ / shares shares | Jul. 01, 2023 aircraft | |
Capital Unit [Line Items] | |||||||||||||||||||
Total number of shares authorized (in shares) | 325,000,000 | 325,000,000 | |||||||||||||||||
Preferred stock, shares authorized (in shares) | 25,000,000 | 25,000,000 | 25,000,000 | 25,000,000 | 25,000,000 | ||||||||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||
Preferred stock, shares issued (in shares) | 25,000 | 25,000 | 25,000 | 25,000 | 25,000 | ||||||||||||||
Preferred stock, shares outstanding (in shares) | 25,000 | 25,000 | 25,000 | 25,000 | 25,000 | ||||||||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||||||||||
Increase in dividends payable and accreted discount on Series A Preferred Temporary Equity | $ | $ 1,257,000 | $ 0 | |||||||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 11.50 | $ 11.50 | $ 0.01 | ||||||||||||||||
Net loss attributable to noncontrolling interest | $ | $ 92,000 | $ 2,200,000 | $ 1,722,000 | 7,650,000 | $ 4,259,000 | $ 8,983,000 | $ 8,891,000 | $ 10,200,000 | |||||||||||
Exchange of ownership interest, number of aircrafts and related entities | aircraft | 7 | 16 | |||||||||||||||||
Total ownership after exchange of ownership interest | 1 | 1 | |||||||||||||||||
Gain (loss) on exchange of ownership interest | $ | $ 0 | $ 0 | $ 0 | ||||||||||||||||
Public Warrants | |||||||||||||||||||
Capital Unit [Line Items] | |||||||||||||||||||
Class A Common Stock issuable upon exercise of warrants (in shares) | 7,066,668 | 7,066,668 | 2,521,569 | ||||||||||||||||
Private Placement Warrants | |||||||||||||||||||
Capital Unit [Line Items] | |||||||||||||||||||
Class A Common Stock issuable upon exercise of warrants (in shares) | 4,333,333 | 4,333,333 | |||||||||||||||||
Warrant | Private Placement Warrants | |||||||||||||||||||
Capital Unit [Line Items] | |||||||||||||||||||
Shares available for resale under the amended underwriting agreement (in shares) | 4,333,333 | ||||||||||||||||||
Common Class A | |||||||||||||||||||
Capital Unit [Line Items] | |||||||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | 0 | |||||||||||
Common stock, issued (in shares) | 16,647,529 | 16,647,529 | 17,899,586 | 17,899,586 | 16,647,529 | 0 | |||||||||||||
Common stock, outstanding (in shares) | 16,647,529 | 16,647,529 | 17,899,586 | 17,899,586 | 16,647,529 | 0 | |||||||||||||
Number of shares of common stock issued for each common unit redeemed (in shares) | 1 | 1 | |||||||||||||||||
Common Class A | Common Stock | |||||||||||||||||||
Capital Unit [Line Items] | |||||||||||||||||||
Common stock, outstanding (in shares) | 16,647,529 | 16,647,529 | 17,899,586 | 17,899,586 | 16,647,529 | 17,892,021 | |||||||||||||
Stock issued for services (in shares) | 73,600 | 73,600 | |||||||||||||||||
Common Class A | Common Stock | Underwriter | |||||||||||||||||||
Capital Unit [Line Items] | |||||||||||||||||||
Purchase of stock, reimbursement received | $ | $ 18,000 | $ 800,000 | $ 800,000 | ||||||||||||||||
Common Class A | Common Stock | Underwriter | Public Stockholder | |||||||||||||||||||
Capital Unit [Line Items] | |||||||||||||||||||
Shares of Class A Common Stock issuable (in shares) | 75,000 | 75,000 | 75,000 | ||||||||||||||||
Stock sold, consideration received | $ | $ 818,000 | ||||||||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 10.90 | ||||||||||||||||||
Common Class A | Sale of Stock, Tranche One | Common Stock | |||||||||||||||||||
Capital Unit [Line Items] | |||||||||||||||||||
Maximum number of shares available for resale (in shares) | 15,545,274 | ||||||||||||||||||
Common Class A | Sale of Stock, Tranche Two | Common Stock | |||||||||||||||||||
Capital Unit [Line Items] | |||||||||||||||||||
Maximum number of shares available for resale (in shares) | 4,333,333 | ||||||||||||||||||
Common Class A | Sale of Stock, Tranche Three | Common Stock | |||||||||||||||||||
Capital Unit [Line Items] | |||||||||||||||||||
Maximum number of shares available for resale (in shares) | 59,930,000 | ||||||||||||||||||
Common Class A | Forecast | |||||||||||||||||||
Capital Unit [Line Items] | |||||||||||||||||||
Number of shares of common stock issued for each common unit redeemed (in shares) | 1 | ||||||||||||||||||
Common Class B | |||||||||||||||||||
Capital Unit [Line Items] | |||||||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 0 | |||||||||||
Common stock, issued (in shares) | 59,930,000 | 59,930,000 | 59,930,000 | 59,930,000 | 59,930,000 | 0 | |||||||||||||
Common stock, outstanding (in shares) | 59,930,000 | 59,930,000 | 59,930,000 | 59,930,000 | 59,930,000 | 0 | |||||||||||||
Number of shares of common stock cancelled for each common unit redeemed (in shares) | 1 | 1 | |||||||||||||||||
Common Class B | Common Stock | |||||||||||||||||||
Capital Unit [Line Items] | |||||||||||||||||||
Common stock, outstanding (in shares) | 59,930,000 | 59,930,000 | 59,930,000 | 59,930,000 | 59,930,000 | 59,930,000 | |||||||||||||
Common Class B | Forecast | |||||||||||||||||||
Capital Unit [Line Items] | |||||||||||||||||||
Number of shares of common stock cancelled for each common unit redeemed (in shares) | 1 | ||||||||||||||||||
Redeemable Preferred Stock | |||||||||||||||||||
Capital Unit [Line Items] | |||||||||||||||||||
Number of non-convertible redeemable preferred stock shares available (in shares) | 25,000 | ||||||||||||||||||
Increase in dividends payable and accreted discount on Series A Preferred Temporary Equity | $ | $ 819,400 | ||||||||||||||||||
Dividends per share (in dollars per share) | $ / shares | $ 32.78 | $ 32.78 | |||||||||||||||||
Amortization of discount on Series A Preferred temporary equity | $ | $ 341,000 | $ 438,000 | |||||||||||||||||
Redeemable Preferred Stock | Private Placement | |||||||||||||||||||
Capital Unit [Line Items] | |||||||||||||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | ||||||||||||||||||
Initial stated value | $ | $ 1,000 | ||||||||||||||||||
Number of votes per share of preferred stock | vote | 1 | ||||||||||||||||||
Minimum percentage of cash dividends declared on third dividend payment date | 0.43 | ||||||||||||||||||
Percentage of cash dividends on each subsequent dividend payment date | 1 | ||||||||||||||||||
Redeemable Preferred Stock | Private Placement | Anniversary Period 1 | |||||||||||||||||||
Capital Unit [Line Items] | |||||||||||||||||||
Dividend rate | 0.1000 | ||||||||||||||||||
Redeemable Preferred Stock | Private Placement | Anniversary Period 2 | |||||||||||||||||||
Capital Unit [Line Items] | |||||||||||||||||||
Dividend rate | 0.1200 | ||||||||||||||||||
Redeemable Preferred Stock | Private Placement | Anniversary Period 3 | |||||||||||||||||||
Capital Unit [Line Items] | |||||||||||||||||||
Dividend rate | 0.1400 | ||||||||||||||||||
Redeemable Preferred Stock | Private Placement | Anniversary Period 4 | |||||||||||||||||||
Capital Unit [Line Items] | |||||||||||||||||||
Dividend rate | 0.1600 | ||||||||||||||||||
Common Class A Not Issued to Employees | |||||||||||||||||||
Capital Unit [Line Items] | |||||||||||||||||||
Treasury stock (in shares) | 1,400 | 1,400 |
Stockholders' Equity _ Membe_10
Stockholders' Equity / Members' Deficit and Noncontrolling Interests - Schedule of Noncontrolling Interests (Details) | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Entities 1-3 | |||
Noncontrolling Interest [Line Items] | |||
Noncontrolling Interest | 99% | 99% | |
Company ownership | 1% | 1% | |
Total | 1 | 1 | |
Entity 4 | |||
Noncontrolling Interest [Line Items] | |||
Noncontrolling Interest | 95% | 95% | |
Company ownership | 5% | 5% | |
Total | 1 | 1 | |
Entity 5 | |||
Noncontrolling Interest [Line Items] | |||
Noncontrolling Interest | 92% | 77% | 75% |
Company ownership | 8% | 23% | 25% |
Total | 1 | 1 | 1 |
Entity 6 | |||
Noncontrolling Interest [Line Items] | |||
Noncontrolling Interest | 77% | 75% | 68% |
Company ownership | 23% | 25% | 32% |
Total | 1 | 1 | 1 |
Entity 7 | |||
Noncontrolling Interest [Line Items] | |||
Noncontrolling Interest | 75% | 70% | 67% |
Company ownership | 25% | 30% | 33% |
Total | 1 | 1 | 1 |
Entity 8 | |||
Noncontrolling Interest [Line Items] | |||
Noncontrolling Interest | 70% | 68% | |
Company ownership | 30% | 32% | |
Total | 1 | 1 | |
Entity 9 | |||
Noncontrolling Interest [Line Items] | |||
Noncontrolling Interest | 68% | 67% | |
Company ownership | 32% | 33% | |
Total | 1 | 1 | |
Entity 10 | |||
Noncontrolling Interest [Line Items] | |||
Noncontrolling Interest | 67% | 58% | |
Company ownership | 33% | 42% | |
Total | 1 | 1 | |
Entity 11 | |||
Noncontrolling Interest [Line Items] | |||
Noncontrolling Interest | 57% | 52% | |
Company ownership | 43% | 48% | |
Total | 1 | 1 | |
Entity 12 | |||
Noncontrolling Interest [Line Items] | |||
Noncontrolling Interest | 52% | ||
Company ownership | 48% | ||
Total | 1 |
Stockholders' Equity _ Membe_11
Stockholders' Equity / Members' Deficit and Noncontrolling Interests - Redeemable Noncontrolling Interest (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 27, 2023 | Dec. 31, 2022 | Mar. 31, 2024 | |
Noncontrolling Interest [Line Items] | |||||||||
Redeemable noncontrolling interest | $ (35,525) | $ 108,982 | $ 108,982 | $ (35,525) | $ (42,431) | $ 0 | $ 135,140 | ||
Redemption period | 1 year | ||||||||
Net loss attributable to redeemable noncontrolling interest | $ (1,080) | $ 20,501 | $ 0 | $ 42,200 | $ 0 | $ (1,080) | $ 0 | $ 0 | |
flyExclusive, Inc. | Existing Equityholders | |||||||||
Noncontrolling Interest [Line Items] | |||||||||
Common units (in shares) | 59,930 | ||||||||
LGM Enterprises, LLC | |||||||||
Noncontrolling Interest [Line Items] | |||||||||
Company ownership | 22% | 23% | 23% | 22% |
Stockholders' Equity _ Membe_12
Stockholders' Equity / Members' Deficit and Noncontrolling Interests - Schedule of Change in Carrying Value of Redeemable Noncontrolling Interest (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Dec. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 27, 2023 | Dec. 31, 2022 | |
Change in Carrying Value of Redeemable Noncontrolling Interest [Roll Forward] | ||||||||
Beginning balance | $ (42,431) | $ 135,140 | $ (35,525) | $ 0 | $ 0 | $ 0 | ||
Net income (loss) attributable to redeemable noncontrolling interest | 1,080 | (20,501) | $ 0 | (42,200) | $ 0 | 1,080 | 0 | $ 0 |
Change in redemption value of redeemable noncontrolling interest | 5,826 | 186,707 | ||||||
Ending balance | $ (35,525) | $ 108,982 | $ 108,982 | $ (35,525) | $ (42,431) | $ 0 |
Subsequent Events - Issuance _4
Subsequent Events - Issuance of Preferred Stock and Warrants (Details) | 1 Months Ended | 2 Months Ended | 3 Months Ended | |||||||||
Aug. 15, 2024 USD ($) shares | Aug. 06, 2024 USD ($) shares | Jul. 31, 2025 | Sep. 30, 2025 | Mar. 31, 2025 | Jun. 30, 2025 | Aug. 08, 2024 USD ($) vote $ / shares shares | Jun. 30, 2024 $ / shares | Mar. 04, 2024 $ / shares | Dec. 31, 2023 $ / shares | Dec. 27, 2023 $ / shares | Dec. 31, 2022 $ / shares | |
Subsequent Event [Line Items] | ||||||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||||||||
Subsequent Event | Private Placement | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Issuance of penny warrants in connection with Series A Preferred Temporary Equity | $ | $ 20,400,000 | |||||||||||
Subsequent Event | Private Placement | Forecast | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Issuance of penny warrants in connection with Series A Preferred Temporary Equity | $ | $ 5,100,000 | |||||||||||
Common Class A | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Common Class A | Subsequent Event | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||||||||
Common Class A | Subsequent Event | Private Placement | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Class A Common Stock issuable upon exercise of warrants (in shares) | shares | 5,000,000 | |||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||||||||
Redeemable Convertible Preferred Stock | Subsequent Event | Private Placement | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Number of non-convertible redeemable preferred stock shares available (in shares) | shares | 25,510 | |||||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||||||||
Class A Common Stock issuable upon exercise of warrants (in shares) | shares | 20,408 | |||||||||||
Number of votes per share of preferred stock | vote | 1 | |||||||||||
Percentage of cash dividends on each subsequent dividend payment date | 1 | |||||||||||
Conversion price (in dollars per share) | $ / shares | $ 5 | |||||||||||
Initial stated value | $ | $ 1,000 | |||||||||||
Redeemable Convertible Preferred Stock | Subsequent Event | Private Placement | Forecast | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Number of non-convertible redeemable preferred stock shares available (in shares) | shares | 5,102 | |||||||||||
Warrants unissued (in shares) | shares | 1,000,000 | |||||||||||
Minimum percentage of cash dividends declared on dividend payment date | 0.50 | 1 | 0.50 | 0.50 | ||||||||
Redeemable Convertible Preferred Stock | Subsequent Event | Private Placement | Anniversary Period 1 | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Dividend rate | 0.1200 | |||||||||||
Redeemable Convertible Preferred Stock | Subsequent Event | Private Placement | Anniversary Period 2 | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Dividend rate | 0.1600 | |||||||||||
Redeemable Convertible Preferred Stock | Subsequent Event | Private Placement | Anniversary Period 3 | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Dividend rate | 0.2000 | |||||||||||
Common Stock | Subsequent Event | Private Placement | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Class A Common Stock issuable upon exercise of warrants (in shares) | shares | 4,000,000 |
Uncategorized Items - flyx-2024
Label | Element | Value |
Stock Issued During Period, Value, Conversion of Convertible Securities | us-gaap_StockIssuedDuringPeriodValueConversionOfConvertibleSecurities | $ 95,503,000 |
Adjustments To Additional Paid In Capital, Contingent Consideration, Reverse Recapitalization | flyx_AdjustmentsToAdditionalPaidInCapitalContingentConsiderationReverseRecapitalization | 3,324,000 |
Stock Issued During Period, Value, New Issues | us-gaap_StockIssuedDuringPeriodValueNewIssues | 37,452,000 |
Adjustments To Additional Paid In Capital, Reclassification Of Obligation, Reverse Recapitalization | flyx_AdjustmentsToAdditionalPaidInCapitalReclassificationOfObligationReverseRecapitalization | 3,324,000 |
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition | us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue | 882,000 |
Temporary Equity, Shares Exchanged, Value, Reverse Recapitalization | flyx_TemporaryEquitySharesExchangedValueReverseRecapitalization | 42,431,000 |
Additional Paid-in Capital [Member] | ||
Stock Issued During Period, Value, Conversion of Convertible Securities | us-gaap_StockIssuedDuringPeriodValueConversionOfConvertibleSecurities | 95,502,000 |
Adjustments To Additional Paid In Capital, Contingent Consideration, Reverse Recapitalization | flyx_AdjustmentsToAdditionalPaidInCapitalContingentConsiderationReverseRecapitalization | 3,324,000 |
Stock Issued During Period, Value, New Issues | us-gaap_StockIssuedDuringPeriodValueNewIssues | 37,452,000 |
Adjustments To Additional Paid In Capital, Reclassification Of Obligation, Reverse Recapitalization | flyx_AdjustmentsToAdditionalPaidInCapitalReclassificationOfObligationReverseRecapitalization | 3,324,000 |
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition | us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue | 882,000 |
Member Units [Member] | ||
Stock Issued During Period, Value, New Issues | us-gaap_StockIssuedDuringPeriodValueNewIssues | 80,748,000 |
Parent [Member] | ||
Stock Issued During Period, Value, Conversion of Convertible Securities | us-gaap_StockIssuedDuringPeriodValueConversionOfConvertibleSecurities | 95,503,000 |
Adjustments To Additional Paid In Capital, Contingent Consideration, Reverse Recapitalization | flyx_AdjustmentsToAdditionalPaidInCapitalContingentConsiderationReverseRecapitalization | 3,324,000 |
Stock Issued During Period, Value, New Issues | us-gaap_StockIssuedDuringPeriodValueNewIssues | 37,452,000 |
Adjustments To Additional Paid In Capital, Reclassification Of Obligation, Reverse Recapitalization | flyx_AdjustmentsToAdditionalPaidInCapitalReclassificationOfObligationReverseRecapitalization | 3,324,000 |
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition | us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue | 882,000 |
Retained Earnings [Member] | ||
Stock Issued During Period, Value, New Issues | us-gaap_StockIssuedDuringPeriodValueNewIssues | (80,755,000) |
Common Class B [Member] | Common Stock [Member] | ||
Stock Issued During Period, Value, New Issues | us-gaap_StockIssuedDuringPeriodValueNewIssues | $ 6,000 |
Stock Issued During Period, Shares, New Issues | us-gaap_StockIssuedDuringPeriodSharesNewIssues | 60,000,000 |
Common Class A [Member] | Common Stock [Member] | ||
Stock Issued During Period, Value, Conversion of Convertible Securities | us-gaap_StockIssuedDuringPeriodValueConversionOfConvertibleSecurities | $ 1,000 |
Stock Issued During Period, Value, New Issues | us-gaap_StockIssuedDuringPeriodValueNewIssues | $ 1,000 |
Stock Issued During Period, Shares, New Issues | us-gaap_StockIssuedDuringPeriodSharesNewIssues | 7,027,255 |