FALSE000185307000018530702024-05-152024-05-150001853070us-gaap:CommonClassAMember2024-05-152024-05-150001853070us-gaap:WarrantMember2024-05-152024-05-15

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________________________________
FORM 8-K
_________________________________________________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 15, 2024
_________________________________________________________
VOLATO GROUP, INC.
(Exact name of registrant as specified in its charter)
_________________________________________________________
Delaware001-4110486-2707040
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)
1954 Airport Road, Suite 124
Chamblee, GA 30341
(Address of principal executive offices) (zip code)
844-399-8998
Registrant’s telephone number, including area code
(former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A Common StockSOARNYSE American LLC
Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50SOAR.WSNYSE American LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company     x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     o


The information in this Current Report on Form 8-K and Exhibit 99.1 is being furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.
Item 2.02 Results of Operations and Financial Condition.

On May 15, 2024, Volato Group, Inc. (the "Company") issued a press release announcing its financial results for the three months ended March 31, 2024. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.



Item 7.01 Regulation FD Disclosure

On May 15, 2024, the Company disseminated an earnings presentation to be used in connection with its earnings call and live webcast to discuss its financial results for the three months ended March 31, 2024 on May 15, 2024 at 8:00 am Eastern time. A copy of the earnings presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference.


Item 9.01.       Financial Statements and Exhibits.
(d)Exhibits.
Exhibit No.Description
Earnings Press Release, dated May 15, 2024
Earnings Presentation, dated May 15, 2024
104Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 15, 2024
Volato Group, Inc.
By:/s/ Mark Heinen
Name:Mark Heinen
Title:Chief Financial Officer


image.jpg

Volato Reports First Quarter 2024 Results

Announces $14.5 Million in New Financing

Grew Flight Hours 39% and Blended Yield 8% Year-over-Year

Expect Delivery of 10-12 New Aircraft in FY 2024

Atlanta, GA – May 15, 2024 – Volato Group, Inc. (NYSE American: SOAR) (“Volato” or the “Company”), a leading private aviation company and the largest HondaJet operator in the United States, today announced results for the first quarter ended March 31, 2024.

First Quarter 2024 Financial Highlights

•Total revenue was $13.2 million
oAircraft usage revenue was $11.5 million
oManaged services revenue was $1.7 million
•Net loss was $17.4 million, including the impact of a $0.2 million non-cash charge
•Adjusted EBITDA1 was a loss of $13.1 million

[1] Adjusted EBITDA is a non-GAAP measure. Please refer to the tables and related notes in this press release for a reconciliation and definition of non-GAAP financial measures.

Financial and Operational Highlights

•Grew flight hours 39% and blended yield 8% year-over-year in the first quarter of 2024
•Achieved demand mix of 50% owner and 50% program & ad hoc in the first quarter, reflecting strong demand and contributing to blended yield
•Announced first cash-positive month for Vaunt in March 2024, Volato’s subscription platform for connecting travelers to empty leg private flights
•Subsequent to quarter end, signed a term sheet for $14.5 million in financing including $13.0 million to unlock deposits made by the Company for Gulfstream G280 orders and a $1.5 million equity commitment
•Company is evaluating additional sources of liquidity to support working capital and growth ahead of expected aircraft deliveries in 2024
•Implemented cost-saving measures to reduce SG&A spend by approximately $3 million per quarter, further strengthen its financial position and align resources for the next phase of company growth



Company Commentary

Matt Liotta, Co-Founder and Chief Executive Officer of Volato, commented, “While OEM aircraft delivery delays put pressure on our revenue in the first quarter, we achieved strong year-over-year growth across our key metrics as we executed on our strategy to drive more favorable demand mix and higher yield per flight hour. We had a strong April for blended yield, and we expect to deliver year-over-year growth again in Q2. Secular trends in private aviation, along with Volato’s unparalleled flying experience and value proposition for owners, provide us with good forward visibility into demand for both fractional sales and jet card program as well as ad hoc. Given the well-known OEM supply chain challenges which have pushed back delivery dates, we continue to expect the delivery of 8 to 10 HondaJets but now expect delivery of two Gulfstream G280s in 2024. These deliveries, including 2-3 HondaJets which we are scheduled to receive in the second quarter, will provide us with an immediate cash benefit as we execute on our backlog of fractional sales.”

Mark Heinen, Chief Financial Officer, commented, “Following another quarter of strong operating results, we took steps to strengthen our balance sheet with a modestly sized financing to provide us with additional liquidity for working capital and to accelerate our fleet growth as we await the delivery of our HondaJets and Gulfstream G280s this year. Our aircraft deliveries in 2024 will provide additional cash as well as more capacity to grow our network and better leverage our cost base. With an expected revenue of over $120 million this year from fractional sales alone, continued revenue growth from aircraft usage and our cost-savings measures, we expect that we can achieve positive gross margin and EBITDA in the fourth quarter of 2024.”

Key Metrics
(financial metrics in thousands, except KPIs)

 Three Months Ended
March 31, 2024March 31, 2023Change YoY
Financial Metrics:
Revenue:
  Aircraft sales-5,710(100)%
  Aircraft Usage11,5166,70472%
  Managed aircraft1,6953,271(48)%
Total Revenue13,21115,685(16)%
Net Loss(17,390)(7,515)131%
Adjusted EBITDA(13,095)(6,683)96%
Key Performance Indicators (KPIs):
Total Flight Hours2,9262,103+39%
Empty Percentage35.1%41.2%-6.1 pp
Demand Mix
Owner50%55%-5 pp
Non-Owner50%45%+5 pp
Blended Yield$5,313$4,927+8%
Floating Fleet2615+11
Light Jet Market Share2.5%1.7%+0.8 pp
Net Promoter Score8286-4






First Quarter 2024 Financial Summary

Total revenue for the first quarter decreased 16% primarily due to no aircraft deliveries in Q1 2024, offset by 72% year-over-year growth in aircraft usage. Aircraft usage revenue for the fourth quarter increased primarily due to growth in our floating fleet and improvements in our blended yield.

Net Loss for the first quarter increased 131% and Adjusted EBITDA loss for the first quarter increased to $13.1 million primarily due to the costs associated with being a public company and an increase in marketing spend to support 2024 fractional sales.

The growth in our floating fleet contributed to an increase in first quarter 2024 flight hours of 39% over the prior year.

Demand mix continues to improve with 50% of flight hours represented by higher yielding non-owner flights, increasing the first quarter 2024 blended yield to $5,313, 8% higher than the prior year.

Balance Sheet and Liquidity

The Company ended the first quarter 2024 with $6.4 million of cash, and cash equivalents. Subsequent to quarter end, the Company signed a term sheet for $14.5 million in financing, including a $13.0 million financing to unlock deposits made by the Company for its Gulfstream G280 orders and a $1.5 million equity commitment.

The company implemented cost-saving measures to reduce SG&A expenses by approximately $3 million per quarter. On a pro forma basis, assuming these cost-saving measures were implemented on January 1, 2024, SG&A for the first quarter would have been $8.9 million.

With the anticipated closing of the financing, forecasted aircraft sales, and the cost-saving measures, the Company believes that it will have sufficient cash to achieve profitability.


Conference Call

Volato will host a conference call to discuss its First Quarter 2024 results at 8:00 AM ET on Wednesday, May 15, 2024.

Interested parties can access the conference call by dialing (866) 605-1830 for toll free access or +1 (215) 268-9881. The live call will also be available via webcast on Volato’s Investor Relations website: https://ir.flyvolato.com/.

A replay of the call will be available until August 14, 2024, and can be accessed by dialing (877) 660-6853 or (201) 612-7415 and using the Access ID: 13746297.



About Volato

Volato (NYSE American: SOAR) is a leader in private aviation, redefining air travel through modern, efficient, and customer-designed solutions. Volato provides a fresh approach to fractional ownership, aircraft management, jet card, deposit and charter programs, all powered by advanced, proprietary mission control technology. Volato's fractional programs uniquely offer flexible hours and a revenue share for owners across the world’s largest fleet of HondaJets, which are optimized for missions of up to four passengers. For more information visit www.flyvolato.com.

All Volato Part 135 charter flights are operated by its DOT/FAA-authorized air carrier subsidiary (G C Aviation, Inc. d/b/a Volato) or by an approved vendor air carrier.

Forward Looking Statements
This press release contains forward-looking statements within the meaning of the securities laws. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words or variation of words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," "projects," "forecasts," "targets," "would," "will," "should," "goal," "could" or "may" or other similar expressions. Forward-looking statements provide management or the Board’s current expectations or predictions of future conditions, events, or results. All statements that address operating performance, events, or developments that may occur in the future are forward-looking statements, including statements regarding the challenges associated with executing our growth strategy, including expected deliveries of aircraft and related sales, and developing, marketing and consistently delivering high-quality services that meet customer expectations. All forward-looking statements speak only as of the date they are made and reflect the Company’s good faith beliefs, assumptions, and expectations, but they are not guarantees of future performance or events. Furthermore, Volato disclaims any obligation to publicly update or revise any forward-looking statement, except as required by law. By their nature, forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. Factors that might cause such differences include, but are not limited to, a variety of economic, competitive, and regulatory factors, many of which are beyond Volato’s control, that are described in Volato’s periodic reports filed with the SEC including its Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2023, and other factors that Volato may describe from time to time in other filings with the SEC. You should understand that it is not possible to predict or identify all such factors and, consequently, you should not consider any such list to be a complete set of all potential risks or uncertainties.

For Media:
media@flyvolato.com

For Investors:
investors@flyvolato.com




VOLATO GROUP, INC.
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except par value amounts)
March 31, 2024 (unaudited)
December 31,
2023
ASSETS
Current assets:
Cash
$    6,442    
$    14,486    
Restricted cash    1,845        —    
Accounts receivable, net     2,446        2,990    
Deposits    25,200        25,125    
Prepaid expenses and other current assets    3,624        3,897    
Total current assets    39,557        46,498    
Property and equipment, net    837        846    
Operating lease, right-of-use assets    1,198        1,278    
Equity-method investment    158        154    
Deposits    21,656        15,691    
Forward purchase agreement    2,755        2,982    
Restricted cash    —        2,237    
Intangibles, net    1,376        1,391    
Goodwill    635        635    
Total assets
$    68,172    
$    71,712    
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities
$    10,898    
$    8,588    
Loan from related party    1,000        1,000    
Operating lease liability    338        326    
Merger transaction costs payable in shares    —        4,250    
Credit facility and other loans    20,007        20,616    
Customer deposits and deferred revenue    19,029        12,857    
Total current liabilities    51,272        47,637    
Deferred income tax liability    305        305    
Operating lease liability, non-current    875        965    
Credit facility, non-current    14,026        8,054    
Total liabilities
$    66,478    
$    56,961    
COMMITMENTS AND CONTINGENCIES
Shareholders’ equity:
Common Stock Class A, $0.0001 par value; 80,000,000 authorized; 29,251,629 and 28,043,449 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively
    3        3    
Additional paid-in capital    82,743        78,410    
Accumulated deficit
    (81,052)
    (63,662)
Total shareholders’ equity    1,694        14,751    
Total liabilities and shareholders’ equity
$    68,172    
$    71,712    




VOLATO GROUP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in thousands, except share and per share data)
(unaudited)
For the Three Months Ended
March 31,
20242023
Revenue
$    13,211    
$    15,665    
Costs and expenses:
Cost of revenue    17,492
    17,363
Selling, general and administrative    11,742        6,215    
Total costs and expenses    29,234        23,578    
Loss from operations    (16,023)    (7,913)
Other income (expenses):
Gain from sale of consolidated entity    —        387    
Gain from sale of equity-method investment    —    
863
Other income
    4    
    42    
Loss from change in fair value forward purchase agreement    (227)    —    
Interest expense, net    (1,138)    (894)
Other expenses    (1,361)398
Loss before provision for income taxes    (17,384)    (7,515)
Provision for incomes taxes    6        —    
Net Loss
$    (17,390)
$    (7,515)
Basic and diluted net loss per share
$    (0.60)
$    (0.67)
Weighted average common share outstanding:
Basic and diluted29,116,20111,268,877


Adjusted EBITDA
We calculate Adjusted EBITDA as net loss adjusted for (i) interest expense, net, (ii) provision for income taxes (benefit) (iii) depreciation and amortization, (iv) equity-based compensation expense, (v) acquisition, integration, and capital raise related expenses, and (vi) other items not indicative of our ongoing operating performance. We include Adjusted EBITDA as a supplemental measure for assessing operating performance.
The following tables reconcile Adjusted EBITDA to net loss, which is the most directly comparable GAAP measure (in thousands):

Three Months Ended March 31,
Adjusted EBITDA20242023
Net loss
$    (17,390)
$    (7,512)
Interest expense, net    1,138        894    
Provision for income tax expense    6        —    
Loss from change in fair value of forward purchase agreement    227        —    
Depreciation and amortization    80        45    
Equity-based compensation expense
    83        8    
Gain from sale of consolidated entity    —        (387)
Gain from sale of equity-method investment    —        (863)
Other income    (4)    (42)
Other items not indicative of our ongoing operating performance(1)
    2,765        1,174    
Adjusted EBITDA
$    (13,095)
$    (6,683)
(1)Represents cost incurred related to the cost savings initiative and business realignment.


 

 

 
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v3.24.1.1.u2
Cover
May 15, 2024
Document Information [Line Items]  
Document Type 8-K
Document Period End Date May 15, 2024
Entity Registrant Name VOLATO GROUP, INC.
Entity Incorporation, State or Country Code DE
Entity File Number 001-41104
Entity Tax Identification Number 86-2707040
Entity Address, Address Line One 1954 Airport Road, Suite 124
Entity Address, City or Town Chamblee
Entity Address, State or Province GA
Entity Address, Postal Zip Code 30341
City Area Code 844
Local Phone Number 399-8998
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company true
Entity Ex Transition Period false
Amendment Flag false
Entity Central Index Key 0001853070
Class A Common Stock  
Document Information [Line Items]  
Title of 12(b) Security Class A Common Stock
Trading Symbol SOAR
Security Exchange Name NYSEAMER
Warrant  
Document Information [Line Items]  
Title of 12(b) Security Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50
Trading Symbol SOAR.WS
Security Exchange Name NYSEAMER
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