FLYEXCLUSIVE INC
For the period ended Dec 31, 2023. Filed May 1, 2024.
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FY2023 · Filed May 1, 2024
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Item 8. Consolidated Statements of Cash Flows
Consolidated Statements of Cash Flows
| Year Ended December 31, | ||
|---|---|---|
| (in thousands) | 2023 | 2022 |
| Cash flows from operating activities: | ||
| Net loss | $(54,738) | $(4,152) |
| Adjustments to reconcile net loss to net cash provided by operating activities: | ||
| Depreciation and amortization | 26,982 | 23,114 |
| Amortization of contract costs | 827 | 653 |
| Non-cash interest income | (2,983) | — |
| 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 private placement warrant liability | 130 | — |
| Change in fair value of public warrant liability | 204 | — |
| Gain on extinguishment of debt | (14,843) | — |
| Stock-based compensation | 882 | — |
| Gain on forgiveness of CARES Act loan | (339) | — |
| Changes in operating assets and liabilities, net of effects from acquisitions: | ||
| Accounts receivable | 13,240 | (6,256) |
| Accounts receivable - related parties | 3,714 | (2,867) |
| 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) |
| Accounts payable | 7,680 | 4,454 |
| Other current liabilities | 2,416 | 11,757 |
| Accounts payable - related parties | (72) | 45 |
| Deferred revenue | 33,338 | 27,807 |
| Customer deposits | (37,500) | 12,500 |
| 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) |
Consolidated Statements of Cash Flows (continued)
| Year Ended December 31, | ||
|---|---|---|
| (in thousands) | 2023 | 2022 |
| Cash flows from financing activities: | ||
| Proceeds from Merger, net of transaction costs | 8,350 | — |
| Proceeds from issuance of debt | 131,840 | 88,197 |
| Repayment of debt | (56,660) | (51,952) |
| Proceeds from issuance of Bridge Notes | — | 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) increase 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 | $— |
| Non-cash directors and officers insurance | $2,518 | $— |
| 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 | $— |
| Conversion of Bridge Notes held by non-affiliates into shares of flyExclusive Class A common stock in connection with the Merger | $12,236 | $— |
| Conversion of LGM Common Units to flyExclusive Class B Common Stock in connection with the Merger | $6 | $— |
| Initial value of short-term notes payable - related party recognized in connection with the Merger | $3,947 | $— |
| Initial public and private placement warrant liabilities recognized in connection with the Merger | $2,248 | $— |
| Exchange of EGA public warrants for flyExclusive Class A common stock | $82 | $— |
| Redeemable noncontrolling interest resulting from the Merger | $42,431 | $— |
| Change in redemption value of redeemable noncontrolling interest | $5,826 | $— |
| Excise tax payable | $1,032 | $— |
| Non-cash transfer of aircraft and related debt* | $6,589 | $— |
| Payable to underwriter as reimbursement for shares purchased on Closing Date | $17 | $— |
| Equity-classified obligation - Amended Underwriting Agreement | $3,324 | $— |
| Prepaid expenses assumed in connection with the Merger | $70 | $— |
| Accounts payable assumed in connection with the Merger | $1,092 | $— |
| Other current liabilities assumed in connection with the Merger | $1,642 | $— |
| 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 | $— |
| 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 | $— | $1,441 |
| Debt issuance costs included in accounts payable | $— | $260 |
| Right of use asset impact for new leases | $48,807 | $16,801 |
| Non-cash exchanges of aircraft ownership interests | $7,319 | $— |
| Non-cash aircraft sale-leaseback transactions | $23,100 | $— |
*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.
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