blde-20240930

499E

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-Q

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: September 30, 2024


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the transition period from to

Commission File Number 001-39046

BLADE AIR MOBILITY, INC.

(Exact name of registrant as specified in its charter)


Delaware						84-1890381
(State or other jurisdiction of incorporation or organization)						(I.R.S.Employer Identification No.)

31 Hudson Yards, 14th Floor New York, NY						10001
(Address of principal executive offices)						(Zip Code)


			(212) 967-1009
			(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on

which registered

Common Stock, $0.0001 par value per share

BLDE

The Nasdaq Stock Market

Warrants, each exercisable for one share of Common Stock at an exercise price of $11.50 per share

BLDEW

The Nasdaq Stock Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S–T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non–accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “ smaller reporting company,” and “emerging growth company” in Rule 12b–2 of the Exchange Act.


Large accelerated filer	o	Accelerated filer	x
Non-accelerated filer	o	Smaller reporting company	x
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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b–2 of the Exchange Act). Yes o No x

As of November 6, 2024, there were 78,314,023 shares of the registrant’s Common Stock, $0.0001 par value per share, issued and outstanding.

Table of Contents

BLADE AIR MOBILITY, INC.

FORM 10-Q

TABLE OF CONTENTS




































		Page
PART I. FINANCIAL INFORMATION		3
Item 1.	Financial statements	3
	Unaudited Interim Condensed Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023	3
	Unaudited Interim Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2024 and 2023	4
	Unaudited Interim Condensed Consolidated Statements of Comprehensive Loss for the three and nine months ended September 30, 2024 and 2023	5
	Unaudited Interim Condensed Consolidated Statements of Stockholders’ Equity for the three and nine months ended September 30, 2024 and 2023	6
	Unaudited Interim Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2024 and 2023	8
	Notes to Unaudited Interim Condensed Consolidated Financial Statements	9
Item 2.	Management’s discussion and analysis of financial condition and results of operations	27
Item 3.	Quantitative and qualitative disclosures about market risk	45
Item 4.	Controls and procedures	45

PART II. OTHER INFORMATION		47
Item 1.	Legal proceedings	47
Item 1A.	Risk factors	47
Item 2.	Unregistered sales of equity securities, use of proceeds and Issuer purchases of equity securities	47
Item 3.	Defaults upon senior securities	47
Item 4.	Mine safety disclosures	47
Item 5.	Other information	47
Item 6.	Exhibits	48
SIGNATURES		49

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

BLADE AIR MOBILITY, INC.

Unaudited Interim Condensed Consolidated Balance Sheets

(in thousands, except share and per share data)





	September 30, 2024		December 31, 2023
Assets
Current assets
Cash and cash equivalents	$	20,028	$	27,873
Restricted cash	1,378		1,148
Accounts receivable, net of allowance of $224 and $98 at September 30, 2024 and December 31, 2023, respectively	24,481		21,005

Short-term investments	116,310		138,264
Prepaid expenses and other current assets	9,563		17,971
Total current assets	171,760		206,261

Non-current assets:
Property and equipment, net	30,550		2,899

Intangible assets, net	13,957		20,519
Goodwill	42,952		40,373
Operating right-of-use asset	22,813		23,484
Other non-current assets	913		1,402
Total assets	$	282,945	$	294,938

Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable and accrued expenses	$	16,028	$	23,859
Deferred revenue	6,681		6,845
Operating lease liability, current	4,472		4,787

Total current liabilities	27,181		35,491

Non-current liabilities:
Warrant liability	2,692		4,958
Operating lease liability, long-term	19,271		19,738
Deferred tax liability	302		451
Total liabilities	49,446		60,638

Commitments and Contingencies (Note 11)

Stockholders' Equity
Preferred stock, $0.0001 par value, 2,000,000 shares authorized; no shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively	—		—
Common stock, $0.0001 par value; 400,000,000 authorized; 78,314,023 and 75,131,425 shares issued at September 30, 2024 and December 31, 2023, respectively	7		7
Additional paid in capital	406,424		390,083
Accumulated other comprehensive income	4,173		3,964
Accumulated deficit	(177,105)		(159,754)
Total stockholders' equity	233,499		234,300

Total Liabilities and Stockholders' Equity	$	282,945	$	294,938

See Notes to Unaudited Interim Condensed Consolidated Financial Statements.

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BLADE AIR MOBILITY, INC.

Unaudited Interim Condensed Consolidated Statements of Operations

(in thousands, except share and per share data)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Revenue	$	74,877	$	71,442	$	194,336	$	177,702

Operating expenses
Cost of revenue	55,040		55,863		148,006		144,590
Software development	800		1,076		2,441		3,639
General and administrative	20,412		19,265		62,757		53,932
Selling and marketing	2,162		2,686		6,686		8,025
Total operating expenses	78,414		78,890		219,890		210,186

Loss from operations	(3,537)		(7,448)		(25,554)		(32,484)

Other non-operating income (expense)
Interest income	1,764		2,147		5,624		6,178
Change in fair value of warrant liabilities	(299)		5,719		2,266		3,823
Realized loss from sales of short-term investments	—		—		—		(95)


Total other non-operating income	1,465		7,866		7,890		9,906

(Loss) income before income taxes	(2,072)		418		(17,664)		(22,578)

Income tax (benefit) expense	(118)		129		(150)		(443)

Net (loss) income	$	(1,954)	$	289	$	(17,514)	$	(22,135)

Net (loss) income per share (Note 9):
Basic	$	(0.03)	$	—	$	(0.23)	$	(0.30)
Diluted	$	(0.03)	$	—	$	(0.23)	$	(0.30)
Weighted-average number of shares outstanding:
Basic	78,044,254		74,139,422		77,151,361		73,108,263
Diluted	78,044,254		81,006,859		77,151,361		73,108,263

See Notes to Unaudited Interim Condensed Consolidated Financial Statements.

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BLADE AIR MOBILITY, INC.

Unaudited Interim Condensed Consolidated Statements of Comprehensive Loss

(in thousands)




	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Net (loss) income	$	(1,954)	$	289	$	(17,514)	$	(22,135)
Other comprehensive income (loss):
Net unrealized investment income	—		—		—		39
Less: Reclassification adjustment for losses included currently in net loss	—		—		—		64
Foreign currency translation adjustments for the period	1,396		(1,500)		209		(660)
Other comprehensive income (loss)	1,396		(1,500)		209		(557)
Comprehensive loss	$	(558)	$	(1,211)	$	(17,305)	$	(22,692)

See Notes to Unaudited Interim Condensed Consolidated Financial Statements.

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BLADE AIR MOBILITY, INC.

Unaudited Interim Condensed Consolidated Statements of Stockholders' Equity

(in thousands, except share data)


	Common Stock		Additional Paid-In Capital			Accumulated Other Comprehensive Income		Accumulated Deficit		Total Stockholders' Equity
		Shares			Amount
Balance as of July 1,2024		77,934,085	$	7		$	401,753	$	2,777	$	(175,151)	$	229,386
Issuance of common stock upon exercise of stock options		59,000	—			11		—		—		11
Issuance of common stock upon settlement of restricted stock units		581,305	—			—		—		—		—
Stock-based compensation - restricted stock		—	—			5,402		—		—		5,402

Shares withheld related to net share settlement		(260,367)	—			(742)		—		—		(742)




Other comprehensive income		—	—			—		1,396		—		1,396
Net loss		—	—			—		—		(1,954)		(1,954)
Balance as of September 30, 2024		78,314,023	$	7		$	406,424	$	4,173	$	(177,105)	$	233,499

Balance as of July 1,2023		73,169,003	$	7		$	383,629	$	3,230	$	(126,102)	$	260,764
Issuance of common stock upon exercise of stock options		47,228	—			9		—		—		9
Issuance of common stock upon settlement of restricted stock units		996,062	—			—		—		—		—
Stock-based compensation - restricted stock		—	—			3,330		—		—		3,330

Shares withheld related to net share settlement		(3,860)	—			(15)		—		—		(15)




Other comprehensive loss		—	—			—		(1,500)		—		(1,500)
Net income		—	—			—		—		289		289
Balance as of September 30, 2023		74,208,433	$	7		$	386,953	$	1,730	$	(125,813)	$	262,877

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	Common Stock		Additional Paid-In Capital			Accumulated Other Comprehensive Income		Accumulated Deficit		Total Stockholders' Equity
		Shares			Amount
Balance as of January 1, 2024		75,131,425	$	7		$	390,083	$	3,964	$	(159,754)	$	234,300
Issuance of common stock upon exercise of stock options		690,463	—			124		—		—		124
Issuance of common stock upon settlement of restricted stock units		2,167,937	—			—		—		—		—
Stock-based compensation - restricted stock		—	—			15,367		—		—		15,367

Shares withheld related to net share settlement		(604,698)	—			(1,765)		—		—		(1,765)
Issuance of common stock for settlement of contingent consideration compensation (earn-out)		1,008,998	—			3,022		—		—		3,022
Repurchase and retirement of common stock		(80,102)	—			(407)		—		163		(244)


Other comprehensive income		—	—			—		209		—		209
Net loss		—	—			—		—		(17,514)		(17,514)
Balances as of September 30, 2024		78,314,023	$	7		$	406,424	$	4,173	$	(177,105)	$	233,499

Balance as of January 1, 2023		71,660,617	$	7		$	375,873	$	2,287	$	(103,678)	$	274,489
Issuance of common stock upon exercise of stock options		348,013	—			63		—		—		63
Issuance of common stock upon settlement of restricted stock units		1,830,986	—			—		—		—		—
Stock-based compensation - restricted stock		—	—			9,348		—		—		9,348

Shares withheld related to net share settlement		(15,939)	—			(116)		—		—		(116)
Issuance of common stock for settlement of contingent consideration compensation (earn-out)		384,756	—			1,785		—		—		1,785



Other comprehensive loss		—	—			—		(557)		—		(557)

Net loss		—	—			—		—		(22,135)		(22,135)

Balances as of September 30, 2023		74,208,433	$	7		$	386,953	$	1,730	$	(125,813)	$	262,877

See Notes to Unaudited Interim Condensed Consolidated Financial Statements.

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BLADE AIR MOBILITY, INC.

Unaudited Interim Condensed Consolidated Statements of Cash Flows

(in thousands)




	Nine Months Ended September 30,
	2024		2023
Cash Flows From Operating Activities:
Net loss	$	(17,514)	$	(22,135)
Adjustments to reconcile net loss to net cash and restricted cash used in operating activities:
Depreciation and amortization	4,432		5,305
Stock-based compensation	15,367		9,348
Change in fair value of warrant liabilities	(2,266)		(3,823)
Excess of lease liability over operating right-of-use assets	(123)		—
Gain on lease modification	(75)		—

Realized loss from sales of short-term investments	—		95
Realized foreign exchange loss	—		6
Accretion of interest income on held-to-maturity securities	(3,120)		(4,716)
Deferred tax benefit	(150)		(443)
Impairment of intangible assets	5,759		—
Gain on disposal of property and equipment	(6)		—
Bad debt expense	168		171
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	8,312		(1,104)
Accounts receivable	(3,611)		(10,379)
Other non-current assets	492		(8)
Operating right-of-use assets/lease liabilities	81		421
Accounts payable and accrued expenses	(8,336)		4,086
Deferred revenue	(177)		147

Net cash used in operating activities	(767)		(23,029)

Cash Flows From Investing Activities:
Acquisitions, net of cash acquired	(2,230)		—
Capitalized software development costs	(1,660)		—


Purchase of property and equipment	(26,292)		(2,085)
Proceeds from disposal of property and equipment	6		—
Purchase of short-term investments	—		(135)
Proceeds from sales of short-term investments	—		20,532
Purchase of held-to-maturity investments	(142,766)		(265,835)
Proceeds from maturities of held-to-maturity investments	167,950		264,537
Net cash (used in) / provided by investing activities	(4,992)		17,014

Cash Flows From Financing Activities:
Proceeds from the exercise of common stock options	124		63
Taxes paid related to net share settlement of equity awards	(1,765)		(116)
Repurchase and retirement of common stock	(244)		—




Net cash used in financing activities	(1,885)		(53)

Effect of foreign exchange rate changes on cash balances	29		(81)
Net decrease in cash and cash equivalents and restricted cash	(7,615)		(6,149)
Cash and cash equivalents and restricted cash - beginning	29,021		44,423
Cash and cash equivalents and restricted cash - ending	$	21,406	$	38,274

Reconciliation to the unaudited interim condensed consolidated balance sheets
Cash and cash equivalents	$	20,028	$	36,815
Restricted cash	1,378		1,459
Total cash, cash equivalents and restricted cash	$	21,406	$	38,274





Non-cash investing and financing activities:
New leases under ASC 842 entered into during the period	$	8,545	$	8,920
Common stock issued for settlement of earn-out previously in accounts payable and accrued expenses (1)	3,022		1,785
Purchases of PPE and capitalized software in accounts payable and accrued expenses	3,479		—
Derecognition of ROU assets	(6,367)		—
Derecognition of lease liabilities	6,367		—

(1) Prior year amounts have been updated to conform to current period presentation.

See Notes to Unaudited Interim Condensed Consolidated Financial Statements.

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BLADE AIR MOBILITY, INC.

Notes to Unaudited Interim Condensed Consolidated Financial Statements

(amounts in thousands, except share, per share data and exchange rates)

Note 1 – Description of Business and Summary of Significant Accounting Policies

Description of Business

Blade Air Mobility, Inc. (“Blade” or the “Company”) provides air transportation and logistics for hospitals across the United States, where it is one of the largest transporters of human organs for transplant, and for passengers, with helicopter and fixed wing services primarily in the Northeast United States and Southern Europe. Based in New York City, Blade's asset-light model, coupled with its exclusive passenger terminal infrastructure and proprietary technologies, is designed to facilitate a seamless transition from helicopters and fixed-wing aircraft to Electric Vertical Aircraft (“EVA” or “eVTOL”), enabling lower cost air mobility that is both quiet and emission-free.

Basis of Presentation and Principles of Consolidation

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. Management’s opinion is that all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of financial position, results of operations and cash flows at the dates and for the periods presented have been included. Operating results for the three and nine months ended September 30, 2024 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2024. These financial statements should be read in conjunction with the Company’s consolidated financial statements and accompanying Notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

Short-Term Investments

Held-to-Maturity Securities

The Company's investments in held-to-maturity securities consist of investment grade U.S. Treasury obligations with maturity dates of less than 365 days. The Company has the ability and intention to hold these securities until maturity. Accordingly, these securities are recorded in the Company's unaudited interim condensed consolidated balance sheet at amortized cost and interest is recorded within interest income on the Company's unaudited interim condensed consolidated statement of operations. The held-to-maturity securities balance and fair market value at September 30, 2024 and December 31, 2023 were $116,310 and $116,509, and $138,264 and $138,285, respectively. The fair value hierarchy of the valuation inputs the Company utilized to determine such fair market value is Level 2. See Note 13 – Fair Value Measurements for additional information.

Software Development Costs

The Company incurs costs related to the development of its technology stack. The costs consist of personnel costs (including related benefits and stock-based compensation) and external vendor costs incurred during the development stage. Capitalization of costs begins when two criteria are met: (1) the preliminary project stage is completed, and (2) it is probable that the software will be completed and used for its intended function. Capitalization ceases when the project is substantially complete and the developed features are ready for their intended use, including the completion of all significant testing. Costs related to preliminary project activities, post implementation operating activities and system maintenance are expensed as incurred.

Capitalized costs are included in intangible assets and amortized over three years, on a straight-line basis, which represents the manner in which the expected benefit will be derived. The amortization of capitalized software development costs are recorded within software development expense in our unaudited interim condensed consolidated statement of operations.

Concentrations

Financial instruments which potentially subject the Company to concentrations of credit risk consists principally of cash amounts on deposit with financial institutions. At times, the Company’s cash in banks is in excess of the Federal Deposit

Insurance corporation (“FDIC”) insurance limit. The Company has not experienced any loss as a result of these deposits.

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BLADE AIR MOBILITY, INC.

Notes to Unaudited Interim Condensed Consolidated Financial Statements

(amounts in thousands, except share, per share data and exchange rates)

Major Customers

No single customer accounted for 10% or more of the Company’s revenue for the three and nine months ended September 30, 2024 and 2023.

No single customer accounted for 10% or more of the Company’s outstanding accounts receivable as of September 30, 2024 or as of December 31, 2023.

Major Vendors

One vendor accounted for 12% of the Company’s purchases from operating vendors for the three months ended September 30, 2024. Two vendors accounted for 14% and 12%, respectively, of the Company’s purchases from operating vendors for the three months ended September 30, 2023.

One vendor accounted for 11% of the Company’s purchases from operating vendors for the nine months ended September 30, 2024. Two vendors accounted for 12% and 11%, respectively, of the Company’s purchases from operating vendors for the nine months ended September 30, 2023.

One vendor accounted for 12% of the Company’s outstanding accounts payable as of September 30, 2024. Two vendors accounted for 17% and 10%, respectively, of the Company’s outstanding accounts payable as of December 31, 2023.

Property and Equipment, Net

Property and equipment are carried at cost, net of accumulated depreciation. Depreciation is computed utilizing the straight-line method over the estimated useful life of the asset. Residual values estimated for aircraft are approximately 10% of the original purchase price. Expenditures that increase the value or productive capacity of assets are capitalized, and maintenance and repair are expensed as incurred (see below for further information). Leasehold improvements depreciation is computed over the shorter of the lease term or estimated useful life of the asset.

During the period from April 1, 2024 through May 2, 2024, Blade completed the acquisition of seven aircraft (“Acquired Aircraft”) from M&N Equipment, LLC (“M&N”), Atlas Jet, Inc and Aviation Bridge, LLC for a combined purchase price of approximately $17,621. The funding for these acquisitions involved the utilization of $9,269 from existing prepaid deposits under existing Capacity Purchase Agreements (“CPAs”) with M&N which were refunded to Blade and applied to the purchase, $5,489 in cash and the remaining amount payable was included in accounts payable and accrued expenses, which were subject to traditional closing conditions, inspections, holdbacks and adjustments. Blade intends to utilize the Acquired Aircraft, which were previously dedicated to Blade under existing CPAs (see Note 5 for further information on CPAs) to support its Medical segment and the Acquired Aircraft will continue to be operated by the same operator.

In August and September 2024, Blade purchased three additional aircraft for a combined purchase price of $7,388. All of the aircraft acquired by Blade are dedicated to Blade's Medical segment.





	Useful Life (in years)	September 30, 2024		December 31, 2023
Aircraft, engines and related rotable parts (1)	2 - 20	$	25,944	$	—
Furniture and fixtures (2)	5	2,222		886
Technology equipment (2)	3	569		402
Leasehold improvements (2)	Shorter of useful life or life of lease	3,539		3,016

Vehicles (1)	5	2,673		1,750
Total property and equipment, gross		34,947		6,054
Less: Accumulated depreciation		(4,397)		(3,155)
Total property and equipment, net		$	30,550	$	2,899

(1) Depreciation expense is included within cost of revenue.

(2) Depreciation expense is included within general and administrative expenses.

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BLADE AIR MOBILITY, INC.

Notes to Unaudited Interim Condensed Consolidated Financial Statements

(amounts in thousands, except share, per share data and exchange rates)

For the three months ended September 30, 2024 and 2023, the Company recorded depreciation expense for property and equipment of $815 and $302, respectively. For the nine months ended September 30, 2024 and 2023, the Company recorded depreciation expense for property and equipment of $2,003 and $802, respectively.

Aircraft Maintenance and Repairs

Unscheduled aircraft maintenance and repairs are expensed as incurred, scheduled maintenance and repairs occurring at intervals of two or more years are capitalized and amortized over the period between these intervals.

Impairment of Long-Lived Assets

The Company assesses long-lived assets for impairment in accordance with the provisions of Accounting Standards Codification (“ASC”) ASC 360, Property, Plant and Equipment (“ASC 360”). Long-lived assets, except for goodwill and indefinite-lived intangible assets, consist of property and equipment and finite-lived acquired intangible assets, such as exclusive rights to air transportation services, customer lists and trademarks. Long-lived assets, except for goodwill and indefinite intangible assets, are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the asset may not be fully recoverable. If such events or changes in circumstances arise, the Company compares the carrying amount of the long-lived assets to the estimated future undiscounted cash flows expected to be generated by the long-lived assets. If the estimated aggregate undiscounted cash flows are less than the carrying amount of the long-lived assets, an impairment charge, calculated as the amount by which the carrying amount of the assets exceeds the fair value of the assets, is recorded. The fair value of the long-lived assets is determined through various valuation techniques, including estimated discounted cash flows expected to be generated from the long-lived asset and pricing information on comparable market transactions, unless another method provides a more reliable estimate. If an impairment loss is recognized, the adjusted carrying amount of a long-lived asset is recognized as a new cost basis of the impaired asset. Impairment loss is not reversed even if fair value exceeds carrying amount in subsequent periods.

During the quarter ended June 30, 2024, the Company recorded an impairment charge of $5,759 related to the exclusive rights to air transportation services associated with Blade Canada. The charge brought the net book value of the exclusive rights to zero. This amount is included within general and administrative expenses in the unaudited interim condensed consolidated statements of operations and is part of the Passenger segment. The impairment resulted from a modification to the November 30, 2021 agreement with Helijet, effective June 1, 2024, which included an earlier termination date of August 31, 2025 (previously an initial term of five years with automatic renewals for successive two-year periods). During the third quarter ended September 30, 2024, the termination date was furthered modified to be August 31, 2024.

As of September 30, 2024, the remaining exclusive rights to air transportation services intangible asset balance is $3,745, which relates to the air transportation rights associated with the acquisition of Blade Europe. This amount is included in the Intangibles assets, net line item on the unaudited interim condensed consolidated balance sheet.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. These exemptions include, but are not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

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BLADE AIR MOBILITY, INC.

Notes to Unaudited Interim Condensed Consolidated Financial Statements

(amounts in thousands, except share, per share data and exchange rates)

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected to use such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company that is not an emerging growth company or is an emerging growth company that has opted out of using the extended transition period, difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company bases its estimates on historical experience, current business factors, and various other assumptions that the Company believes are necessary to consider to form a basis for making judgments about the carrying values of assets and liabilities, the recorded amounts of revenue and expenses, and the disclosure of contingent assets and liabilities. The Company is subject to uncertainties such as the impact of future events, economic and political factors, and changes in the Company’s business environment; therefore, actual results could differ from these estimates. Accordingly, the accounting estimates used in the preparation of the Company’s financial statements will change as new events occur, as more experience is acquired, as additional information is obtained and as the Company’s operating environment evolves.

Changes in estimates are made when circumstances warrant. Such changes in estimates and refinements in estimation methodologies are reflected in reported results of operations; if material, the effects of changes in estimates are disclosed in the notes to the financial statements. Significant estimates and assumptions by management include, but are not limited to, the fair value of intangible assets and goodwill, the determination of whether a contract contains a lease, the allocation of consideration between lease and non-lease components, the determination of incremental borrowing rates for leases and the provision for income taxes and related deferred tax accounts.

Recently Issued Accounting Pronouncements - Not Adopted

In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements. The new guidance clarifies or improves disclosure and presentation requirements on a variety of topics in the codification. The amendments in the update are intended to align the requirements in the FASB ASC with the SEC’s regulations. The amendments are effective prospectively on the date each individual amendment is effectively removed from Regulation S-X or Regulation S-K, or if the SEC has not removed the requirements by June 30, 2027, this amendment will be removed from the Codification and will not become effective for any entity. The Company is in the process of evaluating the impact the adoption of this ASU will have on the financial statements and related disclosures.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which expands the segment disclosures of public entities. This expansion includes the requirement to disclose significant segment expenses that are regularly provided to the chief operating decision maker and are included within each reported measure of segment profit or loss. Additionally, the ASU mandates the disclosure of the amount and description of the composition of other segment items, as well as interim disclosures of a reportable segment's profit or loss and assets. These disclosure requirements apply to public entities with a single reportable segment as well. The ASU will be effective for the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and early adoption is allowed. The Company is in the process of evaluating the impact the adoption of this ASU will have on the financial statements and related disclosures.

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740). The ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. The ASU is effective for annual periods beginning after December 15, 2024 on a prospective basis. Early adoption is also permitted for annual financial statements that have not yet been issued or made

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BLADE AIR MOBILITY, INC.

Notes to Unaudited Interim Condensed Consolidated Financial Statements

(amounts in thousands, except share, per share data and exchange rates)

available for issuance. The Company is in the process of evaluating the impact the adoption of this ASU will have on the financial statements and related disclosures.

In March 2024, the FASB issued ASU 2024-02, Codification Improvements - Amendments to Remove References to the Concept Statements. This ASU amends the Codification to remove references to various concepts statements and impacts a variety of topics in the Codification. The amendments apply to all reporting entities within the scope of the affected accounting guidance. Generally, the amendments in ASU 2024-02 are not intended to result in significant accounting changes for most entities. ASU 2024-02 is effective January 1, 2025. The Company is in the process of evaluating the impact the adoption of this ASU will have on the financial statements and related disclosures.

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force) and the SEC have not had, or are not anticipated to have, a significant effect on the Company's unaudited interim condensed consolidated financial statements, both present and future.

Note 2 – Revenue

Revenue Recognition

Blade operates in three key product lines across two segments (see Note 7 for further information on reportable segments):

Passenger segment

•Short Distance – Consisting primarily of helicopter and amphibious seaplane flights in the United States and Europe between 10 and 100 miles in distance. Flights are available for purchase both by-the-seat and on a full aircraft charter basis. Short Distance products are typically purchased using the Blade App and paid for principally via credit card transactions, wire, check, customer credit, and gift cards, with payments principally collected by the Company in advance of the performance of related services, with the exception of Europe where institutional clients pay after the performance of related services under payment terms. The revenue is recognized when the service is completed.

•Jet and Other – Consists principally of revenues from non-medical jet charter and by-the-seat jet flights between New York and South Florida (discontinued in November 2023), revenue from brand partners for exposure to Blade fliers and certain ground transportation services. Jet products are typically purchased through our Flier Relations associates and our app and are paid for principally via checks, wires and credit card. Jet payments are typically collected at the time of booking before the performance of the related service. The revenue is recognized when the service is completed.

Medical segment

•MediMobility Organ Transport – Consisting primarily of transportation of human organs for transplant and/or the medical teams supporting these services. Blade also offers additional services including donor logistics coordination and support evaluating potential donor organs. MediMobility Organ Transport products are typically purchased through our medical logistics coordinators and are paid for principally via checks and wires. Payments are generally collected after the performance of the related service in accordance with the client's payment terms. The revenue is recognized when the service is completed.

The Company initially records advance payments for passenger flights in deferred revenue, deferring revenue recognition until the travel occurs. Deferred revenue from advance payments, customer credit and gift card purchases is recognized as revenue when a flight is flown. Deferred revenue from the Company’s passes is recognized ratably over the term of the pass. For travel that has more than one flight segment, the Company deems each segment as a separate performance obligation and recognizes revenue for each segment as travel occurs. Fees charged in association with add-on services, changes or extensions to non-refundable seats sold are considered part of the Company's passenger performance obligation. As such, those fees are deferred at the time of collection and recognized at the time the travel is provided.

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BLADE AIR MOBILITY, INC.

Notes to Unaudited Interim Condensed Consolidated Financial Statements

(amounts in thousands, except share, per share data and exchange rates)

Disaggregated Revenue

Disaggregated revenue by product line and segment was as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Passenger Segment
Short Distance	$	32,352	$	30,388	$	63,070	$	59,997
Jet and Other	6,463		7,607		20,837		23,092
Total	$	38,815	$	37,995	$	83,907	$	83,089

Medical Segment
MediMobility Organ Transport	$	36,062	$	33,447	$	110,429	$	94,613
Total	$	36,062	$	33,447	$	110,429	$	94,613

Total Revenue	$	74,877	$	71,442	$	194,336	$	177,702

Contract Liabilities

Contract liabilities are defined as entity’s obligation to transfer goods or services to a customer for which the entity has received consideration (or the amount is due) from the customer. As of September 30, 2024 and December 31, 2023, the Company's contract liability balance is $6,681 and $6,845 respectively, and is recorded as deferred revenue on its unaudited interim condensed consolidated balance sheets. This balance consists of payments from customers received in advance of the actual flight, prepaid monthly and annual flight passes, customer credits for flight reservations that were cancelled for good reason by the customer, and prepaid gift card obligations. The customer has one year to use the credit as payment for a future flight with the Company. The table below presents a roll forward of the contract liability balance:


	Nine Months Ended September 30,
		2024		2023
Balance, beginning of period		$	6,845	$	6,709
Additions		61,177		58,492
Revenue recognized		(61,341)		(58,366)
Balance, end of period		$	6,681	$	6,835

For the nine months ended September 30, 2024, the Company recognized $4,470 of revenue that was included in the contract liability balance as of January 1, 2024. For the nine months ended September 30, 2023, the Company recognized $5,213 of revenue that was included in the contract liability balance as of January 1, 2023.

Certain governmental taxes are imposed on the Company's flight sales through a fee included in flight prices. The Company collects these fees and remits them to the appropriate government agency. These fees are excluded from revenue.

The Company’s quarterly financial data is subject to seasonal fluctuations. Historically, its second and third quarter (ended on June 30 and September 30, respectively) financial results have reflected higher Passenger travel demand and were better than the first and fourth quarter financial results.

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BLADE AIR MOBILITY, INC.

Notes to Unaudited Interim Condensed Consolidated Financial Statements

(amounts in thousands, except share, per share data and exchange rates)

Note 3 – Acquisitions

Acquisition of CJK Enterprise, Inc.

On September 26, 2024, Blade Air Mobility, Inc. through its wholly-owned subsidiary, Trinity Air Medical, LLC (“Trinity”), completed an Asset Purchase Agreement (“APA”) to acquire certain assets and liabilities of CJK Enterprise, Inc. (“CJK”) for a total purchase price of $2,230 in cash. CJK specializes in providing physicians and organs ground transportation services in the New York Tri-State area. This acquisition further expands Blade’s MediMobility presence in this key market. The acquisition was accounted for as a business combination as the assets acquired and liabilities assumed constituted a business in accordance with ASC 805, Business Combinations (“ASC 805”). Acquisition-related costs totaling $37 were expensed as incurred and are included in general and administrative expenses in the unaudited interim condensed consolidated statements of operations for the nine months ended September 30, 2024. The results of CJK from September 26, 2024 (“acquisition date”) to September 30, 2024 were not significant, and have been included in the Medical segment.

Net Assets Acquired

The assets acquired and liabilities assumed have been recorded in the unaudited interim condensed consolidated financial statements as of the acquisition date on a preliminary basis and changes to these allocations may occur as additional information becomes available during the measurement period (up to one year from the acquisition date). At acquisition, the Company recognized goodwill as the excess of the purchase price over the net fair value of the identifiable assets acquired and liabilities assumed, totaling $2,212. The primary components of goodwill include operational synergies, service expansion in the New York Tri-State area, and the value attributed to key personnel relationships contributing to customer retention. The acquired goodwill is deductible for tax purposes.

The purchase price was allocated on a preliminary basis as follows:




Property and equipment, net	18

Operating right-of-use asset	137

Total identifiable assets acquired	155

Operating lease liability	137


Total liabilities assumed	137
Net assets acquired	18
Goodwill	2,212
Total consideration	$	2,230

The pro forma impact of the acquisition was not material to our historical unaudited interim condensed consolidated operating results and is therefore not presented.

Note 4 – Goodwill

The changes in the carrying value of goodwill are as follows:




Goodwill balance, December 31, 2023	$	40,373
Additions (1)	2,212


Foreign currency translation	367
Goodwill balance, September 30, 2024	$	42,952

(1) Additions represent goodwill associated with the acquisition of CJK. See Note 3 for additional information.

Note 5 – Operating Right-of-Use Asset and Operating Lease Liability

Blade’s operating leases consist of airport and heliport terminals, offices, vehicles and aircraft leases that are embedded within certain CPAs. Upon meeting certain criteria as stated in ASC 842 Leases (“ASC 842”), the lease component of a CPA would be accounted for as an embedded lease, with a corresponding balance included in the operating right-of-use (“ROU”) asset and lease liability.

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BLADE AIR MOBILITY, INC.

Notes to Unaudited Interim Condensed Consolidated Financial Statements

(amounts in thousands, except share, per share data and exchange rates)

During the nine months ended September 30, 2024, the Company had the following lease transactions in accordance with ASC 842:

Effective in July 2024, Blade entered into two agreements with separate operators for up to a 15-month term ending October 2025 for two aircraft. Under these CPAs, if the agreement expires or is terminated for cause, the flight hour guarantee will be pro-rated to the date of the termination. Additionally, Blade has the right for immediate termination with no penalty if a government authority enacts travel restrictions.

An existing CPA for eight aircraft utilized by our Medical segment, was restated and amended in January 2024 for a four-year term ending November 30, 2027. Subsequently, this agreement was terminated in April 2024 for seven aircraft after Blade’s acquisition of those seven aircraft (see “—Property and Equipment, Net” within Note 1). The CPA for the eighth aircraft was terminated in July 2024.

An existing three aircraft CPA agreement was expanded on May 1, 2024 when a fourth aircraft commenced operations. The four aircraft are rotorcraft utilized by both our Passenger and Medical segment. In case of early termination by Blade, a one-year purchase guarantee will be pro-rated to the date of the termination. In addition, Blade has the right for immediate termination with no penalty if a government authority enacts travel restrictions.

Additionally, during the nine months ended September 30, 2024, the Company recognized a right-of-use asset and a lease liability for new office spaces. This includes a lease at 4100 W. Galveston Street, Chandler, Arizona with an initial term of approximately 7 years commencing in July 2024 which serves the Medical segment. A new lease at 35 Hudson Yards in New York, New York with an initial term of approximately 3 years commenced in May 2024 and serves the Passenger segment and as Blade’s corporate office.

See Note 11, “Commitments and Contingencies”, for additional information about our capacity purchase agreements.

Balance sheet information related to the Company’s leases is presented below:




	September 30, 2024		December 31, 2023
Operating leases:
Operating right-of-use asset	$	22,813	$	23,484
Operating lease liability, current	4,472		4,787
Operating lease liability, long-term	19,271		19,738

As of September 30, 2024, included in the table above is $16,857, $2,900 and $14,718 of operating right-of-use asset, operating lease liability, current, and operating lease liability, long-term, respectively, under aircraft leases that are embedded within the capacity purchase agreements. As of December 31, 2023, included in the table above is $21,081, $3,215 and $18,871 of operating right-of-use asset, operating lease liability, current and operating lease liability, long-term, respectively, under aircraft leases that are embedded within the capacity purchase agreements.

The following provides details of the Company’s lease expense:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Lease cost:
Short-term lease cost	$	492	$	127	$	907	$	347
Operating lease cost	516		528		1,264		1,489
Operating lease cost - Cost of revenue	988		1,247		3,221		3,387
Total	$	1,996	$	1,902	$	5,392	$	5,223

Operating lease costs related to aircraft leases that are embedded within CPAs are recorded within Cost of revenue on the Company’s unaudited interim condensed consolidated statements of operations.

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BLADE AIR MOBILITY, INC.

Notes to Unaudited Interim Condensed Consolidated Financial Statements

(amounts in thousands, except share and per share data)

Other information related to leases is presented below:


	September 30, 2024
Weighted-average discount rate – operating lease	8.00	%
Weighted-average remaining lease term – operating lease (in years)	6.3

As of September 30, 2024, the expected annual minimum lease payments of the Company’s operating lease liabilities were as follows:


For the Year Ended December 31
Remainder of 2024	$	1,503
2025	6,208
2026	5,643
2027	3,684
2028	2,908
Thereafter	10,500
Total future minimum lease payments, undiscounted	30,446
Less: Imputed interest for leases in excess of one year	(6,703)
Present value of future minimum lease payments	$	23,743

Note 6 – Stock-Based Compensation

Equity Compensation Plans

The Company maintains the 2021 Omnibus Incentive Plan (the “2021 Plan”), which has been approved by our stockholders and provides for the issuance of shares of common stock to our employees, officers, directors, consultants and advisors, subject to its terms. The 2021 Plan is administered by the Compensation Committee of our Board of Directors. Awards granted under the 2021 Plan are subject to individual award agreements that, among other things, specify the conditions for vesting, termination and forfeiture. The requisite vesting periods for time-based awards made to date range from vesting on grant date to as late as four years from the date of grant. The expiration date of the 2021 Plan, on and after which date no awards may be granted under the 2021 Plan, is May 7, 2031 (the tenth anniversary of the effective date of the 2021 Plan); provided, however, that such expiration shall not affect awards then outstanding under the 2021 Plan, and the terms and conditions of the 2021 Plan shall continue to apply to such awards.

The number of shares of our common stock available for issuance under the 2021 Plan (the “Absolute Share Limit”) automatically increases on the first day of each fiscal year by the lesser of (a) 4,653,484 shares of common stock, (b) 5% of the total number of shares of common stock outstanding on the last year of the immediately preceding fiscal year and (c) a lower number of shares of common stock as determined by our Board of Directors. The Absolute Share Limit is also automatically increased by any shares of common stock underlying awards outstanding under the Fly Blade, Inc. 2015 Equity Incentive Plan (the “2015 Plan”) that, on or after the effective date of the 2021 Plan, expire or are canceled, forfeited, terminated, settled in cash or otherwise settled without issuance to the holder. Pursuant to the annual automatic increase feature of the 2021 Plan, our Board of Directors approved an increase of 3,756,471 shares of common stock available for issuance under the 2021 Plan, effective January 1, 2024, for a total of 20,521,493 shares available for issuance under the 2021 Plan as of such date.

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BLADE AIR MOBILITY, INC.

Notes to Unaudited Interim Condensed Consolidated Financial Statements

(amounts in thousands, except share, per share data and exchange rates)

Stock Option Awards

All of the outstanding stock options awards are fully vested. To date, there have been no stock option awards granted under the 2021 Plan (as defined above).

Following is a summary of stock option activities for the nine months ended September 30, 2024:


	Options	Weighted Average Exercise Price		Weighted Average Grant Date Fair Value		Weighted Average Remaining Life (years)	Intrinsic Value
Outstanding – January 1, 2024	7,217,074	$	0.19	$	0.21	3.5

Exercised	(690,463)	0.18		0.20
Forfeited	—	—		—
Outstanding – September 30, 2024	6,526,611	$	0.19	$	0.21	2.7	$	17,956
Exercisable as of September 30, 2024	6,526,611	$	0.19	$	0.21	2.7	$	17,956

For the three and nine months ended September 30, 2024 and 2023, the Company recorded no stock option expense.

Restricted Stock

During the three months ended September 30, 2024, the Company granted an aggregate of 667,993 of the Company's restricted stock units (“RSUs”) to various employees, officers, directors, consultants, and service providers. The RSUs have various vesting dates, ranging from vesting on the grant date to as late as four years from the date of grant.

Performance-Based Restricted Stock Units (“PSUs”) were granted in the first quarter of 2024 to named executive officers and key employees under the 2021 Plan, with a four-year service period ending on December 31, 2027. The PSUs will vest subject to the achievement of certain financial performance metrics by the Company. Each PSU represents the right to receive one share of the Company’s common stock. The grant date fair value of these PSUs was $3.94 per share. Compensation expense associated with the PSUs is recognized over the service period of the awards that are ultimately expected to vest when the related performance objective is met.


	Restricted Stock Units	Weighted Average Grant Date Fair Value
Non-vested – January 1, 2024	5,259,982	$	4.99
Granted	7,947,254	3.70
Vested	(2,167,937)	4.82
Forfeited	(926,934)	3.72
Non-vested – September 30, 2024 (1)	10,112,365	$	4.13

(1) 4,821,426 are PSUs that will vest subject to the achievement of certain financial performance metrics by the Company as discussed above.

For the three months ended September 30, 2024 and 2023, the Company recorded $5,402 and $3,330, respectively, in employee and officers restricted stock compensation expense. For the nine months ended September 30, 2024 and 2023, the Company recorded $15,367 and $9,348, respectively, in employee and officers restricted stock compensation expense. As of September 30, 2024, unamortized stock-based compensation costs related to restricted share arrangements was $34,736 and will be recognized over a weighted average period of 2.8 years.

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BLADE AIR MOBILITY, INC.

Notes to Unaudited Interim Condensed Consolidated Financial Statements

(amounts in thousands, except share, per share data and exchange rates)

Stock-Based Compensation Expense

Stock-based compensation expense for stock options and restricted stock units in the unaudited interim condensed consolidated statements of operations is summarized as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Software development	$	118	$	147	$	199	$	608
General and administrative (1)	5,089		2,903		14,406		7,915
Selling and marketing	138		280		829		486
Total stock-based compensation expense (2)	$	5,345	$	3,330	$	15,434	$	9,009

(1) For the nine months ended September 30, 2023, the Company included a credit of $339 in connection with the settlement of the equity-based portion of contingent consideration related to the acquisition of Trinity that was paid in the first quarter of 2023 in respect of 2022 results.

(2) Total stock-based compensation expenses for the three and nine months ended September 30, 2024 include ($57) and $67 accrued expenses, respectively.

Note 7 – Segment and Geographic Information

Segment Information

Operating segments are defined as components of an enterprise that engage in business activities for which discrete financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”) and is used in resource allocation and performance assessments. In addition, per ASC 280, Segment Reporting, paragraph 280-10-50-11, two or more operating segments may be aggregated into a single reportable segment if the segments have similar economic characteristics. The Company has identified two reportable segments - Passenger and Medical, as our Chief Executive Officer, who is our CODM, regularly reviews discrete information for those two reportable segments. The Passenger segment consists of our two product lines Short Distance and Jet and Other. The Medical segment consists of the MediMobility Organ Transport product line. Our product lines are defined in Note 2 — Revenue.

Beginning in the first quarter of 2024, the Company changed its primary measure of segment performance to Adjusted EBITDA, as the CODM evaluates the performance of the segments and allocates resources primarily based on their respective Adjusted EBITDA. Adjusted EBITDA reflects the operational efficiency and core results of our segment, independent of tax implications and non-operational financial factors. Adjusted EBITDA is defined as net loss adjusted to exclude (1) depreciation and amortization, (2) stock-based compensation, (3) change in fair value of warrant liabilities, (4) interest income and expense, (5) income tax, (6) realized gains and losses on short-term investments, (7) impairment of intangible assets and (8) certain other non-recurring items (shown below) that management does not believe are indicative of ongoing Company operating performance and would impact the comparability of results between periods.

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BLADE AIR MOBILITY, INC.

Notes to Unaudited Interim Condensed Consolidated Financial Statements

(amounts in thousands, except share, per share data and exchange rates)

The following tables reflect certain financial data of the Company’s reportable segments:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023


Segment revenue
Passenger	$	38,815	$	37,995	$	83,907	$	83,089
Medical	36,062		33,447		110,429		94,613
Total revenue	$	74,877	$	71,442	$	194,336	$	177,702









Segment Adjusted EBITDA
Passenger	$	5,593	$	2,777	$	3,724	$	(2,353)
Medical	3,851		3,346		13,784		8,249

Total Segment Adjusted EBITDA	9,444		6,123		17,508		5,896
Reconciling items:
Adjusted unallocated corporate expenses and software development (1)	(5,264)		(5,336)		(15,916)		(17,281)
Depreciation and amortization	(1,279)		(1,843)		(4,432)		(5,305)
Stock-based compensation	(5,345)		(3,330)		(15,434)		(9,348)
Change in fair value of warrant liabilities	(299)		5,719		2,266		3,823
Realized loss from sales of short-term investments	—		—		—		(95)
Interest income	1,764		2,147		5,624		6,178
Legal and regulatory advocacy fees (2)(3)	(165)		(217)		(427)		(640)
Executive severance costs	(140)		—		(140)		(265)
SOX readiness costs	(220)		(145)		(302)		(180)
Contingent consideration compensation (earn-out) (4)	—		(2,700)		—		(5,361)
M&A transaction costs	(85)		—		(169)		—
Impairment of intangible assets	—		—		(5,759)		—
Restructuring costs - Blade Europe (5)	(483)		—		(483)		—
(Loss) income before income taxes	$	(2,072)	$	418	$	(17,664)	$	(22,578)

(1) Includes costs that are not directly attributable to reportable segments such as finance, accounting, tax, information technology, human resources, legal costs and software development costs (primarily consists of staff and contractors costs), and excludes non-cash items and certain transactions that management does not believe are reflective of our ongoing core operations.

(2) For the three and nine months ended September 30, 2024, represents legal advocacy fees related to the Drulias lawsuit (see “— Legal and Environmental” within Note 11) that we do not consider representative of legal and regulatory advocacy costs that we will incur from time to time in the ordinary course of our business.

(3) For the three and nine months ended September 30, 2023, represents certain legal and regulatory advocacy fees for certain proposed restrictions at East Hampton Airport and potential operational restrictions on large jet aircraft at Westchester Airport, that we do not consider representative of legal and regulatory advocacy costs that we will incur from time to time in the ordinary course of our business.

(4) Trinity’s contingent consideration, 2023 was the last year subject to an earn-out payment.

(5) Includes severance, retention, legal and other one-time restructuring costs associated with a reorganization of Blade Europe.







	September 30, 2024		December 31, 2023
Goodwill
Passenger	$	27,412	$	27,045
Medical	15,540		13,328
Total goodwill	$	42,952	$	40,373

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BLADE AIR MOBILITY, INC.

Notes to Unaudited Interim Condensed Consolidated Financial Statements

(amounts in thousands, except share, per share data and exchange rates)

Geographic Information

Revenue by geography is based on where the flight’s operator is based. Long-lived assets, net includes property and equipment, net and operating right-of-use assets. Summary financial data attributable to various geographic regions for the periods indicated is as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023


Revenue
United States	$	63,282	$	58,630	$	166,583	$	148,620


Other	11,595		12,812		27,753		29,082
Total revenue	$	74,877	$	71,442	$	194,336	$	177,702

					September 30, 2024		December 31, 2023
Long-lived assets
United States					$	38,708	$	13,727
Other					14,655		12,656
Total long-lived assets					$	53,363	$	26,383

Note 8 – Income Taxes

The Company’s effective tax rate represents the Company’s estimated tax rate for the year based on projected income and the mix of income among the various foreign tax jurisdictions, adjusted for any discrete transactions occurring during the period. There were no discrete events in the three and nine months ended September 30, 2024.

For the three months ended September 30, 2024 and 2023, income tax (benefit) expense was $(118) and $129, respectively. For the nine months ended September 30, 2024 and 2023, income tax benefit was $150 and $443, respectively. The tax benefit in the 2024 period is attributable to Blade Monaco. The difference in the tax benefit in the 2024 period compared to the 2023 period is attributable to the mix of pretax profits from foreign operations and the mix of tax rates in those jurisdictions, while no offsetting tax benefits arising from the Company’s U.S., Canada and France net operating losses.

Note 9 – Net (Loss) Income per Common Share

Basic loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding, plus the impact of common shares, if dilutive, resulting from the exercise of outstanding stock options, restricted shares, and warrants.

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BLADE AIR MOBILITY, INC.

Notes to Unaudited Interim Condensed Consolidated Financial Statements

(amounts in thousands, except share, per share data and exchange rates)

A reconciliation of net loss and common share amounts used in the computation of basic and diluted loss per common share is presented below.


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023











Basic and dilutive loss per common share:
Net loss attributable to Blade Air Mobility, Inc.	$	(1,954)	$	289	$	(17,514)	$	(22,135)
Less: Undistributed earnings allocated to nonvested restricted stockholders	—		(22)		—		—
Basic net earnings (loss) available to common stockholders	(1,954)		267		(17,514)		(22,135)
Add: Undistributed earnings allocated to nonvested restricted stockholders	—		22		—		—
Less: Reallocation of undistributed loss to nonvested restricted stockholders	—		(20)		—		—
Diluted net earnings (loss) available to common stockholders	$	(1,954)	$	269	$	(17,514)	$	(22,135)

Total weighted-average basic common shares outstanding	78,044,254		74,139,422		77,151,361		73,108,263
Effect of dilutive securities:
Stock options	—		6,867,437		—		—
Total effect of dilutive securities	—		6,867,437		—		—
Total weighted-average diluted common shares outstanding	78,044,254		81,006,859		77,151,361		73,108,263

Net (loss) income per common share:
Basic (loss) earnings per common share	$	(0.03)	$	—	$	(0.23)	$	(0.30)
Dilutive (loss) earnings per common share	$	(0.03)	$	—	$	(0.23)	$	(0.30)

The following table represents common stock equivalents that were excluded from the computation of diluted loss per common share for the three and nine months ended September 30, 2024 and 2023 because the effect of their inclusion would be anti-dilutive:


	Three Months Ended September 30,		Nine Months Ended September 30,
	2024	2023	2024	2023


Warrants to purchase shares of common stock	14,166,644	14,166,644	14,166,644	14,166,644
Options to purchase shares of common stock	6,526,611	—	6,526,611	7,255,851
Restricted shares of common stock	10,112,365	5,278,448	10,112,365	6,108,798
Total potentially dilutive securities	30,805,620	19,445,092	30,805,620	27,531,293

Note 10 – Related Party Transactions

The Company occasionally engages in transactions for certain air charter services with jet operators who are part of the portfolio of RedBird Capital Partners Management LLC, which is an investor in the Company. Additionally, one member of the Company’s Board is a Partner of an affiliated company of RedBird Capital Partners Management LLC.

During the three months ended September 30, 2024 and 2023, the Company paid these jet operators approximately $96 and $100, respectively for air charter services. For the nine months ended September 30, 2024 and 2023, the Company paid these jet operators approximately $273 and $287, respectively for air charter services. These costs were recorded within Cost of revenue on the Company’s unaudited interim condensed consolidated statements of operations.

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BLADE AIR MOBILITY, INC.

Notes to Unaudited Interim Condensed Consolidated Financial Statements

(amounts in thousands, except share, per share data and exchange rates)

Note 11 – Commitments and Contingencies

Capacity Purchase Agreements

Blade has contractual relationships with various aircraft operators to provide aircraft service. Under these CPAs, the Company pays the operator contractually agreed fees (carrier costs) for operating these flights. The fees are generally based on fixed hourly rates for flight time multiplied by hours flown. Under these CPAs, the Company is also responsible for landing fees and other costs, which are either passed through by the operator to the Company without any markup or directly incurred by the Company.

As of September 30, 2024, the Company has remaining unfulfilled obligations under agreements with various aircraft operators to provide aircraft service. The remaining unfulfilled obligation includes amounts within operating lease liability related to aircraft leases embedded within our capacity purchase agreements as discussed in Note 5 – Operating Right-of-Use Asset and Operating Lease Liability. These future unfulfilled obligations were as follows:


For the Year Ended December 31	Total Unfulfilled Obligation		Immediate Termination (1)		Termination for Convenience (2)
Remainder of 2024	$	2,402	$	176	$	—
2025	15,378		8,740		2,835
2026	12,055		5,417		—
2027	9,234		2,596		—
2028	6,638		—		—
2029 - 2032 (each year)	6,638		—		—

(1) Within total unfulfilled obligation, the following amounts are where Blade has the ability for immediate termination if a government authority enacts travel restrictions.

(2) Within total unfulfilled obligation, the following amounts are where Blade could terminate for convenience upon 60 days’ notice, with a one-year annual minimum guarantee being pro-rated as of the termination date.

Legal and Environmental

From time to time, we may be a party to litigation that arises in the ordinary course of business. Other than described below, we do not have any pending litigation that, separately or in the aggregate, would, in the opinion of management, have a material adverse effect on its results of operations, financial condition or cash flows. As of September 30, 2024, management believes, after considering a number of factors, including (but not limited to) the information currently available, the views of legal counsel, the nature of contingencies to which the Company is subject and prior experience, that the ultimate disposition of these other litigation and claims will not materially affect the Company's consolidated financial position or results of operations. The Company records liabilities for legal and environmental claims when a loss is probable and reasonably estimable. These amounts are recorded based on the Company's assessments of the likelihood of their eventual disposition.

In February 2024, two putative class action lawsuits relating to the acquisition of Blade Urban Air Mobility, Inc. (“Old Blade”) were filed in the Delaware Court of Chancery. On April 16, 2024, these cases were consolidated under the caption Drulias et al. v. Affeldt, et al., C.A. No. 2024-0161-SG (Del. Ch.) (“Drulias”). Plaintiffs assert claims for breach of fiduciary duty and unjust enrichment claims against the former directors of Experience Investment Corp. (“EIC” and such directors, the “EIC Directors”), the former officers of EIC, and Experience Sponsor LLC (“Sponsor”), and aiding and abetting breach of fiduciary duty claim against Sponsor. The operative complaint alleges, amongst other things, that the proxy statement related to the acquisition of Old Blade insufficiently disclosed EIC’s cash position, Old Blade’s value prospects and risks, and information related to Old Blade’s chief executive officer, who is also our current chief executive officer. The consolidated complaints seeks, among other things, damages and attorneys’ fees and costs. Litigation is ongoing. The Company believes that all claims in the lawsuit are without merit and intends to defend itself vigorously against them.

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BLADE AIR MOBILITY, INC.

Notes to Unaudited Interim Condensed Consolidated Financial Statements

(amounts in thousands, except share, per share data and exchange rates)

Non-Cancellable Commitments with Vendors

In December 2023, the Company entered into a technology service agreement with a vendor for cloud computing services where we are committed to the remaining spend of $0.1 million, $1.1 million and $1.6 million for the years ending December 31, 2024, 2025 and 2026, respectively.

Note 12 – Warrant Liabilities

On May 7, 2021, the merger between Old Blade and EIC was consummated (the “Merger”). The warrants acquired in the Merger include (a) redeemable warrants issued by EIC and sold as part of the units in the EIC Initial Public Offering (“EIC IPO”) (whether they were purchased in the EIC IPO or thereafter in the open market), which are exercisable for an aggregate of 9,166,644 shares of common stock at a purchase price of $11.50 per share (the “Public Warrants”) and (b) warrants issued by EIC to Sponsor in a private placement simultaneously with the closing of the EIC IPO, which are exercisable for an aggregate of 5,000,000 shares of common stock at a purchase price of $11.50 per share (the “Private Placement Warrants”).

The Company evaluated its warrants under ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity, and concluded that they do not meet the criteria to be classified in stockholders’ equity. Accordingly, the Company classifies the warrants as liabilities at their fair value and adjusts the warrants to fair value at each reporting period. This liability is subject to remeasurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s unaudited interim condensed consolidated statements of operations. See Note 13 – Fair Value Measurements for additional information.

Warrants — Public Warrants may only be exercised for a whole number of shares. The Public Warrants became exercisable on June 7, 2021. The Public Warrants will expire on May 7, 2026 or earlier upon redemption or liquidation.

Redemptions of Warrants for Cash — 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 to each warrant holder; and

•if, and only if, the reported last sale price of the Company’s common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to each warrant holder.

Redemption of Warrants for Shares of Common Stock — The Company may redeem the outstanding warrants:

•in whole and not in part;

•at a price equal to a number of shares of common stock to be determined, based on the redemption date and the fair market value of the Company’s common stock;

•upon a minimum of 30 days’ prior written notice of redemption;

•if, and only if, the last reported sale price of the Company’s common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations, and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; and

•if, and only if, there is an effective registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating thereto is available throughout the 30-day period after the written notice of redemption is given.

If the Company calls the Public Warrants for redemption for cash, 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 shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, recapitalization, reorganization, merger, or consolidation. However, except as described below, the warrants will not be adjusted for issuance of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net-cash settle the warrants.

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BLADE AIR MOBILITY, INC.

Notes to Unaudited Interim Condensed Consolidated Financial Statements

(amounts in thousands, except share, per share data and exchange rates)

The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the initial public offering, except that the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees (unless the Company’s common stock equals or exceed $10 per share and the Company redeems all the Public Warrants). If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

Note 13 – Fair Value Measurements

The Company follows the guidance in ASC 820, Fair Value Measurement (“ASC 820”), for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3: Unobservable inputs based on management’s assessment of the assumptions that market participants would use in pricing the asset or liability.

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2024 and December 31, 2023, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.





	Level	September 30, 2024		December 31, 2023
Warrant liabilities - Public Warrants	1	$	1,742	$	3,208
Warrant liabilities - Private Warrants	2	950		1,750
Fair value of aggregate warrant liabilities		$	2,692	$	4,958

The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within “Warrant liability” on the Company’s unaudited interim condensed consolidated balance sheets. The warrant liabilities are measured at fair value upon assumption and on a recurring basis, with changes in fair value presented within “Change in fair value of warrant liabilities” in the unaudited interim condensed consolidated statements of operations.

The Public Warrants are considered part of Level 1 of the fair value hierarchy, as those securities are traded on an active public market. At May 7, 2021 and thereafter, the Company valued the Private Warrants using Level 2 of the fair value hierarchy. The Company used the value of the Public Warrants as an approximation of the value of the Private Warrants as they are substantially similar to the Public Warrants, but not directly traded or quoted on an active market.

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BLADE AIR MOBILITY, INC.

Notes to Unaudited Interim Condensed Consolidated Financial Statements

(amounts in thousands, except share, per share data and exchange rates)

Subsequent Measurement

The following table presents the changes in fair value of the warrant liabilities: