FALSE000185307000018530702024-03-262024-03-260001853070us-gaap:CommonClassAMember2024-03-262024-03-260001853070us-gaap:WarrantMember2024-03-262024-03-26

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): March 26, 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 March 26, 2024, Volato Group, Inc. (the "Company") issued a press release announcing its financial results for the three months and fiscal year ended December 31, 2023. 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 March 26, 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 and fiscal year ended December 31, 2023, on March 26, 2024, at 8 a.m. 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 March 26, 2024
Earnings Presentation, dated March 26, 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: March 26, 2024
Volato Group, Inc.
By:/s/ Mark Heinen
Name:Mark Heinen
Title:Chief Financial Officer


image_0.jpg



Volato Reports Fourth Quarter and Full Year 2023 Results

Improved Demand Mix Drove Higher Blended Yield and Aircraft Usage Revenue

Increased Size of Floating Fleet in FY 2023 to 24 HondaJet IIs

Expect Delivery of 10-14 New Aircraft in FY 2024

Atlanta, GA – March 26, 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 fourth quarter and full year ended December 31, 2023.

Fourth Quarter 2023 Financial Highlights

•Total revenue was $31.5 million
oAircraft sales revenue was $15.7 million
oAircraft usage revenue was $11.6 million
oManaged services revenue was $4.2 million
•Net loss was $23.6 million, including the impact of a $13.4 million non-cash charge
•Adjusted EBITDA1 was a loss of $8.1 million

Full Year 2023 Financial Highlights

•Total revenue was $73.3 million
oAircraft sales revenue was $21.4 million
oAircraft usage revenue was $37.8 million
oManaged services revenue was $14.1 million
•Net loss was $52.8 million, including the impact of a $13.4 million non-cash charge
•Adjusted EBITDA1 was a loss of $32.1 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.

Fourth Quarter and Full Year 2023 Operational Highlights

•Increased the size of our floating fleet to 24 HondaJet IIs with firm orders for 22 HondaJet IIs and 4 Gulfstream G280s to be delivered in 2024 and 2025
•Completed business combination resulting in public listing and raised over $40 million of total new capital in 2023
•Partnered with Banyan Air Services to expand maintenance capabilities in the Southeast for Volato’s growing fleet of HondaJets
•Launched Partner Benefits Program to provide Volato members with elevated luxury experiences
•Launched Volato Insider Program to drive additional non-owner demand
•Launched Vaunt app in Q4 2023 to efficiently monetize empty repositioning flights

Company Commentary

Matt Liotta, Co-Founder and Chief Executive Officer of Volato, commented, “2023 marked a successful year of executing on our strategic priorities, scaling our fleet, expanding market share, and continuing to demonstrate Volato’s exceptional value to customers. We expanded the size of our floating fleet to 24 HondaJets in 2023, increasing aircraft usage revenue by 162% year-over-year, and providing us with


greater flexibility to meet growing customer demand. We are delivering higher and more efficient aircraft utilization through our suite of charter and jet card products, our new Partner Benefits Program, and our strategy for monetizing empty repositioning flights, all while diligently managing our cost base. These efforts helped improve Volato’s overall demand mix in 2023, with 48% of flight hours attributable to higher margin, non-owner flights, thus increasing our blended yield by 12% versus the prior year.
“Industry factors beyond our control – specifically aircraft delivery delays – put downward pressure on topline revenue in 2023. We are in close contact with our suppliers and partners and understand that production and supply chain issues are easing, providing us with good visibility into our 2024 and 2025 delivery pipeline. We expect continued fleet expansion will propel revenue and margin in several ways, including increased fractional sales and operating revenue, and more efficient aircraft utilization. We remain focused on growth and our path to profitability.”

Mark Heinen, Chief Financial Officer, commented, “Gross profit margins improved on a sequential basis through a disciplined approach to managing our cost base and pursuit of higher yielding non-owner flight hours over the course of 2023. The growth of our floating fleet delivered higher usage revenue, and we expect these trends to continue as we add new aircraft to the fleet throughout the year. We also anticipate an increase in plane sale revenues with the expected delivery of nine to eleven new jets in FY 2024, providing the business with momentum on our path to profitability.”

Key Metrics
(financial metrics in thousands, except KPIs)

 Three Months EndedTwelve Months Ended
December 31, 2023December 31, 2022Change YoYDecember 31, 2023December 31, 2022Change YoY
Financial Metrics:   
Revenue:
  Aircraft sales15,73325,930(10,197)21,44367,695(46,252)
  Aircraft Usage11,5685,2366,33237,78714,41723,370
  Managed aircraft4,1604,749(589)14,10814,594(486)
Total Revenue31,46135,915(4,454)73,33896,706(23,368)
Net Loss23,6363,09420,54252,8229,367(43,455)
Adjusted EBITDA(8,112)(2,588)(5,524)(32,142)(8,985)(23,157)
Key Performance Indicators (KPIs):
Total Flight Hours3,5041,712+1,79211,2735,031+6,242
Empty Percentage37.9%39.0%(1.1%)38.8%39.6%(0.8%)
Demand Mix
Owner52%67%(15%)51%79%(28%) 
Non-Owner48%33%+15%49%21%+28% 
Blended Yield$5,348$4,926+$422$5,187$4,629+$558
Floating Fleet2411+132411+13
Light Jet Market Share2.9%1.3%+1.6%2.9%1.3%+1.6%
Net Promoter Score88N/AN/A88N/AN/A

Fourth Quarter and Full Year Financial Summary

Total revenue for the fourth quarter decreased 12% primarily due to lower aircraft sales. Aircraft usage revenue for the fourth quarter increased 121% as a result of an increase in the number of aircraft in our floating fleet. Total revenue for the full year decreased 24% primarily due to lower aircraft sales. Aircraft usage revenue increased 162% as a result of an increase in the number of aircraft in our floating fleet.



Net Loss for the fourth quarter increased $20.5 million primarily due to a $13.4 million non-cash charge related to the change in fair value of our forward purchase agreement and higher operating selling, general and administrative expenses from the growth in our business. Net loss for the full year increased $43.5 million primarily due to lower gross profit from lower aircraft sales, a $13.4 million non-cash charge related to the change in fair value of our forward purchase agreement and higher operating selling, general and administrative expenses from the growth in our business.

Adjusted EBITDA loss for the fourth quarter increased $5.5 million primarily due to lower aircraft sales and higher selling, general and administrative expenses from the growth in our business. Adjusted EBITDA loss for the full year increased $23.2 million primarily due to lower aircraft sales and higher selling, general and administrative expenses from the growth in our business.

The growth in our floating fleet increased fourth quarter 2023 flight hours 105% over the prior year and increased full year 2023 flight hours 124% over the prior year.

Demand mix continues to improve with 48% of flight hours by higher yielding non-owner flights, increasing the fourth quarter 2023 blended yield to $5,348, 9% higher than the prior year.

Balance Sheet and Liquidity

The Company ended the fourth quarter 2023 with $14.5 million of cash, and cash equivalents. The Company believes that it has sufficient cash to achieve profitability based on its forecasted aircraft sales and flight operations.

Conference Call

Volato will host a conference call to discuss its Fourth Quarter and Full Year 2023 results at 8:00 AM ET on March 26, 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 April 25, 2024, and can be accessed by dialing (877) 660-6853 or (201) 612-7415 and using the Access ID: 13744837.

About Volato
Volato (NYSE American: SOAR) is a leader in private aviation, redefining luxury 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's 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)
December 31,
2023
 
December 31,
 2022
ASSETS  
 
Current assets:  
 
Cash$14,486 $5,777
Accounts receivable, net 2,990 1,880
Deposits25,125 833
Prepaid expenses and other current assets3,897 2,211
Total current assets46,498  10,701
    
Property and equipment, net846 348
Operating lease, right-of-use assets1,278 1,574
Equity-method investment154 1,159
Deposits15,691 12,123
Forward purchase agreement2,982 —
Restricted cash2,237 2,102
Intangibles, net1,391 1,615
Goodwill635 635
Total assets$71,712  $30,257
    
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)   
Current liabilities:   
Accounts payable and accrued liabilities$9,864 $3,663
Loan from related party1,000 5,150
Convertible notes, net— 18,844
Operating lease liability326 283
Merger transaction costs payable in shares4,250 —
Credit facility and other loans19,340 57
Customer deposits and deferred revenue12,857 2,163
Total current liabilities47,637  30,160
    
Deferred income tax liability305 305
Operating lease liability, non-current965 1,291
Credit facility, non-current8,054 4,170
Total liabilities56,961  35,926
    
Shareholders’ equity (deficit):   
Common Stock Class A, $0.0001 par value; 80,000,000 authorized; 28,043,449 and 11,268,877 shares issued and outstanding as of December 31, 2023 and 2022, respectively3 1
Additional paid-in capital78,410 5,185
Stock subscriptions receivable— (15)
Accumulated deficit(63,662) (10,840)
Total shareholders’ equity (deficit) attributable to Volato Group, Inc.14,751  (5,669)
Total shareholders’ equity (deficit)14,751  (5,669)
Total liabilities and shareholders’ equity (deficit)71,712 $30,257



VOLATO GROUP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in thousands, except share data)

For the Years Ended
December 31,
 2023 2022
Revenue$73,338 $96,706
    
Costs and expenses:   
Cost of revenue82,025 94,280
Selling, general and administrative28,822 11,611
Total costs and expenses110,847 105,891
    
Loss from operations(37,509) (9,185)
    
Other income (expenses):   
Gain from deconsolidation of investments— 581
Gain from sale of consolidated entity387 —
Gain from sale of equity-method investment883 —
Other income180 15
Loss from change in fair value forward purchase agreement(13,403) —
Interest expense, net(3,358) (866)
Other expenses(15,311) (270)
    
Loss before provision for income taxes(52,820) (9,455)
Provision for incomes taxes (benefit)2 (55)
Net Loss before non-controlling interest(52,822) (9,400)
Less: Net Loss attributable to non-controlling interest— (33)
Net Loss attributable to Volato Group, Inc.$(52,822) $(9,367)
    
Basic and Diluted net loss per share$(3.46) $(0.83)
    
Weighted average common share outstanding:   
Basic and diluted15,245,004 11,268,879




VOLATO GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
For the Years ended
December 31,
 2023 2022
Operating activities:   
Net Loss(52,822) (9,367)
Adjustments to reconcile net loss to cash used in operating activities:   
Depreciation and amortization expense200  162
Stock compensation expense82  17
Fair value of common stock issued to employees94  —
Gain from sale of equity-method investments(883) (581)
Gain from sale of consolidated entity(387) —
Gain (loss) from equity-method investments(22) 45
Deferred income tax benefit  (80)
Amortization right-of-use asset296  —
Amortization of debt discount183  42
Change in fair value forward purchase agreement13,403  —
Changes in assets and liabilities:   
Accounts receivable(1,111) (2,223)
Prepaid and other current assets(1,642) (1,586)
Deposits(3,858) (11,399)
Account payable and accrued liabilities5,662  2,217
Operating lease liability(283) —
Customers’ deposits and deferred revenue10,694  1,321
Net cash used in operating activities(30,394) (21,432)
Investing activities:   
Cash payment for property and equipment(637) (259)
Proceeds from sale of interest in equity-method investment4,235  6,575
Payment for acquisition of GCA—  (1,850)
Payment for the purchase of equity-method investments(2,328) 
—
Proceeds from the sale of consolidated entity506  
—
Cash obtained from acquisition of GCA—  679
Net cash provided by investing activities1,776  5,145
Financing activities:   
Proceeds from lines of credit1,000  4,950
Repayments of lines of credit— (5,800)
Collection on subscription receivable15  35
Proceeds from issuance of convertible notes12,670  18,879
Purchase of forward purchase agreement(18,911) —
Proceeds from forward purchase agreement2,525  —
Proceeds from other loans— 4,500
Repayment on loans(787) (6)
Proceeds from business combination19,081  —


Business combination closing costs(2,359) —
Proceeds from the sale of preferred stock24,204  —
Proceeds from exercise of stock options23  —
Net cash provided by financing activities37,461 22,558
Net increase in cash8,843 6,271
Cash and restricted cash, beginning of year7,879 1,608
Cash and restricted cash, end of period$16,722 $7,879
Supplemental disclosure of cash flow information:   
Cash paid for interest$2,268  $61
Cash paid for income taxes—  —
Non-Cash Investing and Financing Activities:   
Credit facility for the aircraft deposits24,000  —
Conversion of line of credit to convertible note with related party6,001  —
Original debt discount230  —
Conversion of Preferred stock to common stock class A62,565  —
Merger transaction cost payable in stock4,250  —
Liabilities assumed in merger transaction unpaid at 12/31/20231,722  —
Initial recognition of right-of-use asset—  1,612
Fair value adjustment to equity-method investment upon deconsolidation—  34
Acquisition of vehicle – direct finance—  63





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 (v) 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):
 Year Ended December 31,
Adjusted EBITDA2023 2022
Net loss$(52,822) $(9,367)
Interest expense3,358  866
Provision for income tax benefit (benefit)2  (55)
Loss from change in fair value of forward purchase agreement13,403  —
Depreciation and amortization200  162
Equity-based compensation expense
82  17
Net loss attributable to non-controlling interest—(33)
Gain from deconsolidation of investments—(581)
Gain from sale of consolidated entity(387)—
Gain from sale of equity-method investment(883)—
Other income(180)(15)
Acquisition, integration, and capital raise related expenses(1)
167  21
Other items not indicative of our ongoing operating performance(2)
4,918  —
Adjusted EBITDA$(32,142) $(8,985)
(1) Represents non-capitalizable Business Combination expenses in 2023 and acquisition expenses associated with Gulf Coast Aviation in 2022.
(2) Represents costs incurred related to business realignment.

Fourth Quarter Ended December 31,
Adjusted EBITDA2023 2022
Net loss$(23,636) $(3,094)
Interest expense931  413
Provision for income tax benefit (benefit)2  25
Loss from change in fair value of forward purchase agreement13,403  —
Depreciation and amortization24  41
Equity-based compensation expense
19  7
Net loss attributable to non-controlling interest—(33)
Other income(22)53
Acquisition, integration, and capital raise related expenses(1)
106  —
Other items not indicative of our ongoing operating performance(2)
1,061  —
Adjusted EBITDA$(8,112) $(2,588)
(1) Represents non-capitalizable Business Combination expenses in 2023.
(2) Represents costs incurred related to business realignment.


 

 

 
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• • Volato’s fractional model incentivizes owners to acquire a larger share than required by anticipated usage, providing Volato excess aircraft availability ~70% compared to the traditional industry average of 5-10%1 per year per Fractional Aircraft. • • •

 

 

 

 
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v3.24.1
Cover
Mar. 26, 2024
Document Information [Line Items]  
Document Type 8-K
Document Period End Date Mar. 26, 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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