flyExclusive(FLYX) - 2023 Q4 - Annual Report

PART I Business flyExclusive is a vertically integrated private aviation company, the fifth-largest U.S. private jet operator, focusing on in-house MRO and pilot training - flyExclusive operates a fleet of over 100 owned and leased aircraft, making it the fifth-largest private jet operator in the U.S. based on 2023 flight hours[25] - The company's core strategy is vertical integration, focusing on in-house MRO, pilot training, and fleet modernization to control the customer experience and improve efficiency[24][32] - Key business programs include the Jet Club (launched in 2020), a fractional ownership program (launched in 2022), and a partner program where aircraft are sold and leased back[27][29][44] - The company launched its MRO division in 2021, providing maintenance, paint, and interior services for its own fleet and third parties, which also serves as a new revenue stream[28][47] - flyExclusive is heavily regulated by U.S. government agencies, including the FAA (under Part 135 and Part 145 certifications) and the DOT, which enforces economic and citizenship requirements[51][60][61] Risk Factors The company faces significant risks from capital constraints, pilot and supplier dependence, operational issues, internal control weaknesses, and the termination of a major revenue contract - The company identified four material weaknesses in its internal controls over financial reporting, including failures in designing formal accounting policies, maintaining sufficient competent personnel, ensuring segregation of duties in IT, and implementing effective IT general controls[180][676] - The termination of the Guaranteed Revenue Program (GRP) agreement with Wheels Up Partners (WUP) on June 30, 2023, is a major risk. WUP accounted for 22% of total revenue in 2023 and 39% in 2022[156][157] - The company is a 'controlled company' with its CEO, Thomas James Segrave Jr., holding a majority of the voting power, which limits other stockholders' influence and allows for exemptions from certain NYSE American corporate governance requirements[172][174] - Significant business risks include reliance on key personnel and a limited supply of pilots, dependence on Textron and Gulfstream for aircraft, and Pratt & Whitney, Williams, and Rolls-Royce for engines[91][103][104] - The company requires additional liquidity and capital to fund its growth projections, particularly for aircraft orders, and there is no assurance that such capital will be available on favorable terms[78] Unresolved Staff Comments The company reports no unresolved staff comments from the SEC - There are no unresolved staff comments[201] Cybersecurity The company implements a NIST-based cybersecurity program overseen by the Audit and Risk Committee, with no material threats identified to date - The company's cybersecurity program is based on the NIST Cybersecurity Framework and is integrated into its overall enterprise risk management[203][205] - Oversight is provided by the Audit and Risk Committee of the Board, with operational responsibility held by the Interim CFO and the Director of Information Technology[210][211] - As of the date of this report, flyExclusive has not identified any risks from cybersecurity threats that could be considered material[208] Properties The company's headquarters and primary operations are in Kinston, North Carolina, leasing 145,000 square feet of space at NCGTP - flyExclusive's headquarters and operations are based in Kinston, North Carolina, where it leases approximately 145,000 square feet of office and hangar space at the North Carolina Global TransPark (NCGTP)[214] Legal Proceedings The company is involved in a lawsuit with Wheels Up Partners LLC following the termination of their GRP Agreement due to alleged material breaches - On July 5, 2023, Wheels Up Partners, LLC (WUP) filed a lawsuit against flyExclusive, alleging wrongful termination of the Fleet Guaranteed Revenue Program (GRP) Agreement[215] - flyExclusive had terminated the agreement on June 30, 2023, citing material breaches by WUP, including failure to pay outstanding amounts[215] Mine Safety Disclosures This item is not applicable to the company - None PART II Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities The company's stock and warrants trade on NYSE American, has never paid dividends, and recently raised capital through preferred stock and note conversions - The company's Class A Common Stock and warrants are listed on the NYSE American under symbols FLYX and FLYX.WS, respectively[219] - No cash dividends have ever been paid, and the company does not expect to declare any in the foreseeable future[220] - In March 2024, the company issued 25,000 shares of Series A Non-Convertible Redeemable Preferred Stock and a warrant to an affiliate of a director, raising approximately $25 million in capital[224] - In connection with the Business Combination, $85 million in aggregate principal of Bridge Notes were converted into 9,550,274 shares of Class A Common Stock[222] Reserved This item is reserved Management's Discussion and Analysis of Financial Condition and Results of Operations Revenue decreased 1% to $315.4 million in 2023 due to the WUP contract termination, resulting in a $54.7 million net loss and a significant Adjusted EBITDA decline Fiscal Year 2023 vs 2022 Financial Results (in thousands) | Metric | 2023 | 2022 | Change (%) | | :--- | :--- | :--- | :--- | | Total Revenue | $315,362 | $320,042 | (1%) | | Loss from Operations | $(51,226) | $(12,307) | (316%) | | Net Loss | $(54,738) | $(4,152) | (1218%) | | Adjusted EBITDA | $314 | $27,661 | (99%) | Revenue by Program (in thousands) | Program | 2023 | 2022 | Change (%) | | :--- | :--- | :--- | :--- | | Jet club and charter | $237,802 | $194,874 | 22% | | Guaranteed revenue program | $66,916 | $123,104 | (46%) | | Fractional ownership | $6,038 | $508 | 1089% | | Maintenance, repair, and overhaul | $4,606 | $1,556 | 196% | - The termination of the GRP agreement with WUP on June 30, 2023, was the primary driver of the revenue decline and is a key factor affecting results. WUP accounted for 22% of 2023 revenue[237][280][281] - Selling, general and administrative (SG&A) expenses increased by 40% to $75.4 million, largely due to a $14.2 million increase in professional fees and marketing, and a $4.0 million increase in personnel costs to support growth[285] - The company secured new financing post-year-end, including a $25.8 million senior secured note in January 2024 and a $25 million preferred stock issuance in March 2024, to support liquidity and growth[309][313] Quantitative and Qualitative Disclosures About Market Risk The company faces market risks from variable interest rates and aircraft fuel costs, mitigating fuel price volatility through customer contract adjustments - The company is exposed to interest rate risk with $88.8 million of variable rate debt outstanding as of December 31, 2023. A 1% (100 basis points) increase in rates would increase annual interest expense by approximately $0.6 million[360][361] - Aircraft fuel is a significant cost, representing approximately 27% of the total cost of revenue for 2023. A 10% increase in fuel prices would have increased fuel expense by about $7.0 million for the year[363] - The company does not use derivative instruments to hedge against interest rate or fuel price changes but notes that its variable agreements with customers allow for rate adjustments to mitigate fuel cost increases[360][363] Financial Statements and Supplementary Data The 2023 consolidated financial statements reflect a reverse recapitalization, showing increased assets and liabilities, a $54.7 million net loss, and debt covenant waivers Consolidated Balance Sheet Highlights (in thousands) | Account | Dec 31, 2023 | Dec 31, 2022 | | :--- | :--- | :--- | | Cash and cash equivalents | $11,626 | $23,179 | | Total Assets | $521,030 | $494,216 | | Long-term notes payable, non-current | $166,818 | $222,320 | | Total Liabilities | $485,700 | $446,799 | | Total Stockholders' Equity | $70,855 | $47,417 | - The merger with EGA on December 27, 2023, was accounted for as a reverse recapitalization, with LGM as the accounting acquirer. The transaction significantly altered the company's capital structure[390][486] - As of December 31, 2023, the company was not in compliance with certain financial covenants on debt with an aggregate balance of $42.7 million, but successfully obtained waivers from the respective lenders[564] - The company has significant related party transactions, including leasing its headquarters and purchasing fuel from entities controlled by its CEO, and leasing aircraft from entities partially owned by a director[605][606][607] - The company has future repurchase contingencies totaling $74.2 million related to sale and leaseback transactions where lessors have put options[624][625] Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Following the business combination, the company changed its independent accounting firm from Marcum LLP to Elliott Davis, PLLC, with no reported disagreements - On December 27, 2023, the company dismissed Marcum LLP and engaged Elliott Davis, PLLC as its independent registered public accounting firm[666] - There were no reported disagreements with the former auditor, Marcum LLP, during its tenure[668] Controls and Procedures Management concluded disclosure controls were ineffective as of December 31, 2023, due to four material weaknesses in internal financial controls, with a remediation plan in progress - Management concluded that disclosure controls and procedures were not effective as of December 31, 2023[672] - Four material weaknesses were identified in internal control over financial reporting[676] - Failure to design and maintain formal accounting policies and controls - Insufficient personnel with appropriate technical accounting competency - Inadequate segregation of duties for key IT systems - Failure to design and maintain formal and effective IT general controls (ITGCs) - A remediation plan is in progress, involving hiring additional accounting resources, engaging external experts, and designing effective financial and IT controls[677][678] Other Information No directors or officers adopted, modified, or terminated Rule 10b5-1 trading arrangements in Q4 2023 - No directors or officers adopted, modified, or terminated a Rule 10b5-1 trading arrangement in the fourth quarter of 2023[682] Disclosure Regarding Foreign Jurisdictions that Prevent Inspections This item is not applicable to the company - Not applicable PART III Directors, Executive Officers and Corporate Governance The report details executive officers and directors, noting the company's 'controlled company' status allows exemptions from certain NYSE American governance requirements - The company's executive team is led by founder Thomas James Segrave Jr. as CEO and Chairman, Billy Barnard as Interim CFO, and Michael Guina as COO[686] - flyExclusive qualifies as a 'controlled company' under NYSE American rules and relies on exemptions from requirements for a majority-independent board and fully independent compensation and nominating/corporate governance committees[700][701] - The Board has determined that director Peter B. Hopper qualifies as an 'audit committee financial expert'[706] Executive Compensation Executive compensation for 2023 included CEO distributions of $8.5 million, with employment agreements detailing base salaries and bonus structures 2023 Named Executive Officer Compensation | Name and Principal Position | Salary ($) | Bonus ($) | All Other Compensation ($) | Total ($) | | :--- | :--- | :--- | :--- | :--- | | Jim Segrave, CEO | — | — | 8,770,917 | 8,770,917 | | Billy Barnard, Interim CFO | 370,000 | 100,000 | 24,159 | 494,159 | | Mike Guina, COO | 342,500 | 1,210 | 19,138 | 362,848 | - CEO Jim Segrave's 'All Other Compensation' for 2023 includes $8.5 million in distributions from LGM in lieu of salary, $220,139 in incremental cost for personal aircraft use, and other benefits[715] - Mr. Segrave Jr.'s employment agreement, effective April 1, 2023, includes a base salary of $8.5 million and severance benefits equal to 24 months of base salary plus two times his target bonus upon certain termination events[721][723] Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters As of March 31, 2024, voting power is highly concentrated, with CEO Thomas James Segrave Jr. holding approximately 70.8% of combined voting power Beneficial Ownership as of March 31, 2024 | Name of Owner | Combined Voting Power (%) | | :--- | :--- | | Jim Segrave (CEO) | 70.8% | | Gregg Hymowitz (Director) | 21.6% | | All Executive Officers and Directors as a Group (9 individuals) | 92.4% | | EG Sponsor LLC | 11.8% | - Beneficial ownership is determined by combining voting power from Class A and Class B Common Stock, with each class entitled to one vote per share[726] Certain Relationships and Related Transactions, and Director Independence The company engages in numerous related party transactions, including leases and fuel purchases from CEO-controlled entities, and post-merger financing with SPAC sponsor affiliates - LGM leases its headquarters and hangars and purchases fuel from entities owned by CEO Thomas James Segrave Jr. In 2023, rent payments to these entities totaled approximately $1.5 million, and fuel purchases were $2.0 million[763] - The company entered into a Tax Receivable Agreement, requiring it to pay existing equityholders 85% of tax savings realized from certain tax attributes generated by the business combination[751] - Post-merger financing includes a $15.9 million senior secured note (Dec 2023), a $25.8 million senior secured note (Jan 2024), and a $25 million preferred stock issuance (Mar 2024), all with affiliates of the SPAC sponsor, EnTrust Global[765][766][767] - A Stockholders' Agreement grants the Sponsor the right to nominate two members to the board of directors[757][758] Principal Accountant Fees and Services The report details fees paid to Elliott Davis, PLLC for 2023 and 2022, with the Audit Committee maintaining pre-approval policies for services Accountant Fees (in thousands) | Fee Category | 2023 | 2022 | | :--- | :--- | :--- | | Audit Fees | $1,500 | $1,325 | | Tax Fees | $500 | $315 | | Total Fees | $2,000 | $1,640 | PART IV Exhibits and Financial Statement Schedules This section lists all exhibits filed with the Form 10-K, including key legal and financial agreements and certifications - Lists key legal and financial documents filed as exhibits, including the Equity Purchase Agreement (2.1), Bylaws (3.2), Stockholders' Agreement (10.1), Tax Receivable Agreement (10.3), and various debt and employment agreements[777][778] Form 10-K Summary This item is not applicable, and no summary is provided - None