FLYX

Good afternoon, ladies and gentlemen. Welcome to flyExclusive's second quarter 2026 earnings conference call. All participants are on listen-only mode. If you should require operator assistance during the conference, please key in star and then zero on your telephone keypad. Please note that this event is being recorded. I will now hand the conference over to Hannah Rose. Please go ahead, ma'am.

Thank you, operator. Good afternoon, and thank you all for joining flyExclusive's second quarter 2026 earnings conference call. Joining me on the call today is Jim Segrave, flyExclusive's founder and Chief Executive Officer, and Brad Garner, our Chief Financial Officer. We announced second quarter financial results this morning before market open, along with the filing of our Form 10-Q for the three and six months ended June 30, 2026. We will be providing certain non-GAAP information during today's discussion. Important disclosures about this information and a reconciliation of the non-GAAP information to comparable GAAP information is included in our Form 10-Q filed with the SEC and is available on our investor relations website. In addition, this discussion might include forward-looking statements.

Actual results might differ materially for any number of reasons, including risk factors described in our annual report on Form 10-K, in our quarterly reports on Form 10-Q, and in the press release covering forward-looking statements. Rather than rereading this information, we are going to incorporate it by reference in our prepared remarks. With that, let me turn the call over to Jim.

Thank you, Hannah. Thank you to everyone joining us this afternoon. The second quarter represents another important milestone for flyExclusive and, I believe, provides clear evidence of how fundamentally this business has changed over the last two years. We generated approximately $111 million of revenue during the quarter, an increase of 22% year-over-year. Gross profit increased 65% to approximately $23 million, with gross margin expanding more than 500 basis points to approximately 20%. Most importantly, we generated $4.2 million of positive adjusted EBITDA. That represents a $9.4 million improvement from the second quarter of last year and marks our third consecutive quarter of positive adjusted EBITDA. For the last two years, we have been very clear about what needed to change at flyExclusive.

We needed to remove unproductive aircraft, modernize the fleet, dramatically improve dispatch availability and aircraft utilization, reduce our corporate cost structure, and create operating leverage. Quarter by quarter, we have executed against that plan, and I believe the results now demonstrate that flyExclusive is no longer a turnaround story. One of the clearest ways to see that transformation is to compare the number of aircraft we operate with the revenue we generate. In the second quarter of 2024, we generated approximately $79 million of revenue, with 96 revenue-producing aircraft. In the second quarter of 2025, revenue increased to approximately $91 million, while the number of aircraft declined to 86. In this quarter, we generated more than $111 million with only 81 revenue-producing aircraft. In two years, we have increased second quarter revenue by more than 40%, while reducing the number of aircraft required to produce that revenue by approximately 15%.

That is what the transformation of flyExclusive looks like in numbers. The first-half comparison is equally compelling. Revenue increased from approximately $159 million in the first half of 2024 to more than $207 million this year. Over that same period, revenue-producing aircraft declined from 96 to 81, and total flight hours increased from 33,000 to more than 38,000. We are simply getting significantly more productivity from every aircraft in the fleet. A major driver has been the transformation of the fleet itself. At the beginning of 2024, we had 37 non-performing aircraft. These aircraft consumed maintenance resources, pilot resources, and working capital while producing unacceptable financial returns. Today, only three non-performing aircraft remain, and all three of these are now under contract to be sold.

The operating losses associated with these 37 non-performing aircraft have declined from more than $3 million per month at the beginning of 2024 to less than $300,000 per month today. We are very close to completing one of the largest and most difficult pieces of the transformation we began two years ago. At the same time, we have substantially upgraded the productive portion of the fleet. We entered this transformation with no Challenger aircraft. Today, we operate 10 Challengers, and we expect that number to continue growing. These aircraft are significantly more reliable, generate substantially more revenue, and produce better economics than any of the legacy aircraft they replace. That transformation is showing up clearly in dispatch availability. Dispatch availability improved by more than 1,000 basis points year-over-year, increasing from 48% to 58%.

We believe that through continued fleet modernization and the efficiencies of our vertically integrated platform, we can ultimately produce dispatch availability well above 70%. The economics of that improvement are significant. At our current fleet size, every one percentage point of additional dispatch availability represents over $200,000 of monthly contribution or approximately $2.5 million annually. Utilization is improving as well. Despite operating 6% fewer revenue-producing aircraft than a year ago, flight hours topped 20,000, an increase of 8%. Core fleet utilization increased approximately 14%. Again, we are producing more with less. The scale of our operation is also increasingly significant. According to ARGUS, during the second quarter, flyExclusive was the largest North American Part 135 charter operator by both number of flights and flight hours. The same transformation is occurring in our corporate infrastructure.

Revenue per SG&A employee increased from approximately $668,000 during the first half of 2024 to more than $1 million during the first half of this year, a 50% improvement. At the same time, SG&A declined from approximately 29% of revenue down to approximately 18% today. We are not simply cutting costs to create profitability. We are growing revenue while becoming significantly more productive across both the fleet and our corporate infrastructure. That operating leverage is showing up directly in our financial performance. Gross profit increased from approximately $12 million in the first half of 2024 to almost $42 million so far this year. The EBITDA progression is even more significant.

First half adjusted EBITDA improved from a loss of approximately $35 million in 2024 to a loss of approximately $12 million in 2025 to a positive $4.4 million in the first half of this year. That is nearly $40 million of first-half EBITDA improvement in two years. Since the first quarter of 2024, we have increased our adjusted EBITDA by an average of approximately $2.5 million per quarter. In the fourth quarter of 2025, we delivered positive adjusted EBITDA and remained positive during the first quarter of 2026, despite that quarter historically being our most difficult seasonal quarter, and we generated another $4.2 million this quarter. That gives us three consecutive quarters of positive adjusted EBITDA. This is no longer the occasional good quarter.

We are demonstrating sustained performance and profitability. I also think it is important to put our GAAP results in the context of the underlying economics of our aircraft assets. We currently record approximately $5.5 million of depreciation each quarter, most of it associated with aircraft assets. That is a legitimate GAAP expense, but GAAP depreciation is an allocation of historical cost over an estimated useful life. It is not a mark-to-market adjustment reflecting the actual value of our aircraft each quarter. Over the last several years, the market values of the aircraft we operate have generally remained stable and in many cases have actually increased. So while approximately $5.5 million of depreciation reduces our reported GAAP earnings each quarter, the actual economic depreciation we have experienced on our aircraft has been substantially less.

I think that distinction is important when evaluating both our reported results and the underlying economics of the business. Based on the operating trends we are seeing today, we expect our positive EBITDA progression to continue. For the third quarter, we expect adjusted EBITDA of approximately $5 million-$7 million. If we achieve that result as expected, Q3 would represent our fourth consecutive quarter of positive adjusted EBITDA. We are now approximately 45 days away from potentially completing a full year of sustained quarterly adjusted EBITDA profitability, and immediately following Q3, we enter what historically has always been our strongest quarter of the year. We are not providing fourth quarter guidance, but based on the direction of the business, we fully expect the second half of 2026 to continue the consistent trend of year-over-year improvement we have demonstrated every quarter over the last two years.

That brings me to what I believe is the most important change in the flyExclusive story. Investors should no longer view flyExclusive as a company in transition. By the fourth quarter, we expect to have removed all of the non-performing aircraft. We have materially improved the dispatch availability and utilization. We have dramatically increased the productivity of our corporate infrastructure, and we are now producing sustained positive adjusted EBITDA. The question is no longer whether flyExclusive can become profitable. The question is how much earnings power this platform can generate as we continue growing it. One of our largest opportunities is fractional ownership. Fractional retail sales increased approximately 34% year-over-year during the second quarter and approximately 29% during the first half. More importantly, fractional aircraft generate substantially better economics for flyExclusive than comparable leased aircraft.

As fractional becomes a larger percentage of our fleet, we can grow revenue while simultaneously improving the economic profile of the fleet. We are seeing strong demand for the product, and we now have additional aircraft inventory coming into the business to support that growth. There is an important distinction between what we have done over the last two years and what comes next. For two years, we have been removing aircraft while growing revenue. Now we have the opportunity to begin adding aircraft back into a dramatically more efficient operating platform, and we are not adding the same aircraft we removed. We are adding highly productive CJ3, XLS, and Challenger aircraft with significantly higher dispatch reliability, utilization, and revenue expectations. The CJ3 and XLS class aircraft will generate approximately $5 million of annual revenue each. A Challenger can generate approximately $10 million annually.

The economics of fleet growth today are therefore fundamentally different than they were several years ago. We already have the pilots, maintenance infrastructure, sales organization, technology, and corporate platform required to operate at scale. Incremental aircraft can generate significant contribution without requiring a corresponding increase in corporate infrastructure. This is where the operating leverage we have spent the last two years creating becomes particularly powerful. Our recently completed Jet.AI transaction is a good example. We closed the transaction on July 13th. It immediately added three light jet aircraft to our platform that will start contributing to our bottom line in the fourth quarter, and included deposits for three additional new CJ3+ aircraft expected to deliver in early 2027. These aircraft will add little to no incremental corporate infrastructure or overhead. The transaction also resources to support the continued expansion of our fractional program.

We view Jet.AI as an opportunity to accelerate growth at precisely the point when the underlying flyExclusive platform has become significantly more efficient, scalable, and profitable. Our core retail product, Jet Club, also continues to perform well. Second quarter Jet Club sales increased approximately 13% year-over-year, and the number of retail members increased approximately 5%. More broadly, approximately half of our revenue is now contractually committed, and our long-term objective is approximately 70%. That creates greater visibility, customer retention, and predictability as we grow. Speaking of growth and retention, according to Private Jet Card Comparisons 2026 annual survey, we now rank number two in first-time customers and number one in terms of subscribers who said they had renewed with their current provider. Our share of active users with Private Jet Card Comparisons has also increased to 16.2% across the entire space.

These stats are a testament to the level of service we are providing. Our maintenance organization is another increasingly important part of both the operating and growth story. External MRO revenue increased approximately 52% year-over-year during the second quarter, and 38% during the first half of 2026. We continue to see meaningful opportunity to grow external MRO revenue using infrastructure originally built to support our own fleet. Its strategic value extends well beyond external revenue. Controlling maintenance internally is a major reason we have been able to improve dispatch availability, reduce aircraft downtime, reduce maintenance costs, and operate a fleet of our scale efficiently. Our maintenance cost was $876 per flight hour the first half of 2025, and is down to $723 per flight hour in the first half of 2026.

This represents more than $150 per flight hour of savings and translates to nearly $3 million of quarterly bottom-line improvement based on the approximately 20,000 flight hours per quarter we are flying. We are confident there is significantly more opportunity to continue reducing our maintenance costs going forward. We now operate 14 mobile service units strategically positioned around the country, allowing us to perform more maintenance where our aircraft are located rather than repositioning them to Kingston. That directly increases uptime and dispatch availability. We have also made significant progress strengthening the balance sheet. Long-term notes payable declined from approximately $232 million at the end of the first half of 2024 to approximately $150 million a year ago, and down to approximately $138 million today. That represents approximately $94 million and 40% of debt reduction in just two years.

The Jet.AI transaction that closed early in the third quarter also improved our balance sheet, providing approximately $12 million in liquidity. Additionally, we have multiple term sheets in hand that could provide up to $50 million of additional liquidity. That financing would provide substantially more capital than our currently forecasted growth capital requires. Since the end of the second quarter, our cash position has improved materially. We believe we have the capacity to fund our planned growth. While transforming the fleet and investing in the business, we have also been aggressively de-leveraging the balance sheet. As we enter the next phase of growth, we will remain extremely disciplined about our capital allocation and how we finance aircraft. I want to close with one thought. Two years ago, our challenge was to fix the operating model.

We have spent that time removing unproductive capacity, modernizing the fleet, improving dispatch availability and utilization, increasing the productivity of our people and infrastructure, and dramatically improving our financial performance. The results are now measurable. More revenue, fewer aircraft, higher utilization, lower SG&A, expanding margins, and sustained positive adjusted EBITDA. The next phase is different. It is about taking this much more productive platform and growing it intelligently, adding the right aircraft, growing fractional ownership, increasing contractually committed revenue, continuing to improve dispatch and utilization, and allowing incremental revenue to flow through a significantly more efficient cost structure. The question for flyExclusive is no longer simply, can we achieve profitability? We are now delivering sustained positive adjusted EBITDA. The opportunity now is demonstrating how much earnings power this platform can produce as we scale.

I'm extremely proud of what our team has accomplished, and I believe we are still in the early stages of realizing the value of the business we have built. With that, I'll turn the call over to Brad.

Thank you. As Jim emphasized, the second quarter of 2026 was the result of a platform that's been rebuilt end to end and is now beginning to realize efficiency and scale that are driving measurable results on a consistent basis. This is a platform story now, not a turnaround story, and everything I'll walk you through is the financial evidence of that. I'll add some detail behind the structural improvements and the operating leverage we're seeing across our revenue lines, margins, balance sheet, and capital allocation. flyExclusive generated consolidated revenue of $111.1 million for the second quarter, representing a 22% increase from $91.3 million in the second quarter of 2025. The top line growth was broad-based, with each of our revenue lines materially contributing to that growth.

Our core business, charter or flight revenue, which includes our wholesale, Jet Club, partner, and fractional flying, totaled approximately $103.9 million, up 20% year-over-year. This growth was supported by not only stronger utilization, as Jim highlighted, but a healthier fleet mix and increasing demand across the board in our customer base. Flight hours for the second quarter were up 8% compared to Q2 2025, totaling 20,040 flight hours. This volume represented the second highest quarter's flight activity in company history, trailing Q4 of 2025. We achieved that volume on a fleet that was 6% smaller than a year ago. Our core fleet utilization, defined as flight hours per aircraft per month, increased to 81 hours, a 14% increase compared to prior year. The continued increase in our utilization underscores the operating leverage in our vertically integrated platform.

The second quarter continued to see an improvement in our fleet mix. The Challenger fleet, totaling 10 aircraft at quarter end, drove a $9 million increase in revenue compared to Q2 of 2025 and continued delivering accretive unit economics and reinforcing our thesis for our fleet modernization efforts focusing on the Challenger aircraft. Our light jets, the CJ3s, generated revenue during the quarter of $32 million, an increase of 36% compared to prior year. The demand for our light category underscores the strategic value of the assets we acquired in the Jet.AI transaction, namely the $4.1 million in deposits, which secures the delivery of three new CJ3 aircraft in the first quarter of 2027. On revenue mix, our contractually committed demand from our fractional Jet Club and partner programs remain strong.

We strategically are focused on continuing shifting to a higher contractually committed revenue, which increases visibility into demand, enhances deployment and allocation of maintenance resources to positively impact dispatch availability, and improves visibility into profitability. Our wholesale business continues to be a critical lever and growth driver. Wholesale is not, however, a substitute for our contractually committed retail demand. It is an important yield management tool that allows us to monetize available aircraft capacity around that demand. During the second quarter, wholesale revenue increased 35% compared to Q2 2025 to roughly $63.1 million. Fractional sales revenue on a GAAP basis grew approximately 51% year-over-year to $2.8 million during the quarter. As we've said previously, GAAP fractional revenue reflects the amortized benefit of activity over a contract period and does not reflect the activity in a given quarter.

Retail fractional sales and flight fund deployments represent a clearer picture into the activity during a given quarter. Fractional share sales and flight funds totaled $14.6 million for the quarter, an increase of 34% year-over-year, driven by increased demand and velocity of the Challenger fractional offerings. We believe that the second half of 2026 will continue to outpace 2025, just as we delivered in the first half of this year. In the second quarter, we launched a new Jet Club program, Jet Club 2026, which is a simplified all-in pricing program that more closely aligns with how customers actually use private aviation. This new offer has driven both an increased demand and pipeline for our cornerstone membership program. Jet Club retail sales in the second quarter totaled approximately $30 million, representing an increase of 13% compared to Q2 of 2025.

Jet Club members contributing to revenue during the second quarter totaled 997, up approximately 5% year-over-year. Finally, external MRO revenue, which Jim highlighted, was approximately $4.4 million on a GAAP basis, an increase year-over-year of 52%. We recently announced a $30 million grant in partnership with the State of North Carolina to expand our MRO footprint by adding over 100,000 square feet of hangar space, which will significantly expand the capacity of the MRO business. This significant investment and the resulting capacity expansion, coupled with our growing backlog in our Starlink dealership, state-of-the-art paint shop, and interior operations, positions the MRO as a significant growth channel with high margins and low CapEx. Turning to profitability.

Gross profit for the quarter was approximately $22.7 million, up approximately 65% year-over-year, and gross margin expanded to 20.4% in the second quarter, an improvement of roughly 539 basis points compared to Q2 of 2025 and 1,250 basis point improvement over Q2 of 2024. That expansion reflects the compounding benefit of the same structural improvements Jim described a few moments ago. First, continued gains in dispatch availability, which as we mentioned, each 1% improvement represents $2.5 million of incremental annual contribution that falls directly to the bottom line. Second, our improving fleet mix. Newer CJ3s, XLS, and Challenger aircraft carry meaningfully lower unscheduled maintenance costs than the legacy aircraft they replaced. Third, the ongoing benefit of our vertically integrated MRO and MSU network, which continues to reduce third-party maintenance reliance and lowers our maintenance cost per flight hour. Last, improved core fleet utilization.

We're spreading a meaningfully larger revenue over a fixed cost base. I'd also like to address the fuel cost environment directly and its impact to our business, particularly given the elevated pricing tied to the conflict in the Middle East. During the quarter, we saw the price of Jet A fuel peak at $7.33 a gallon, up from an average of around $5 a gallon in Q1 of 2026. We were able to effectively pass those fuel cost increases to both our wholesale and retail channels. While higher fuel prices created some pressure on reported gross margin during the quarter, our ability to pass those costs through meant the impact on profitability was immaterial. Importantly, we saw no discernible impact on customer demand. As fuel costs normalize, we would expect that dynamic to become a modest tailwind to gross margin rather than a headwind.

As Jim mentioned, for the third consecutive quarter, we've produced positive adjusted EBITDA. In the second quarter, adjusted EBITDA was approximately $4.2 million, compared to a loss of approximately $5.2 million in the second quarter of 2025, marking an improvement of over $9.4 million year-over-year. Adjusted EBITDA margin was approximately 3.8%, an improvement of roughly 954 basis points year-over-year. Three consecutive quarters of positive adjusted EBITDA is evidence that flyExclusive is no longer a story about reaching positive adjusted EBITDA. It's a story about the earnings power this platform can generate. SG&A expense for the quarter was approximately $22.3 million or 21.1% of revenue, an improvement of 217 basis points compared to Q2 of 2025. Revenue per SG&A headcount, a measure of effectiveness and efficiency for the quarter was approximately $529,000, up approximately 12% relative to the second quarter of last year.

We have a leaner overhead, which we believe will continue to produce further operational leverage as we continue to grow. Turning to the balance sheet and liquidity. We ended the second quarter with cash and cash equivalents of approximately $14.3 million, compared to $18.7 million at the end of first quarter and $15.8 million a year ago. A modest year-over-year decline that I want to address directly. The marginal decline in our cash balance reflects three factors: continued debt paydowns, ongoing fleet CapEx tied to our modernization initiative, and the timing of the Jet.AI transaction, which closed just after quarter end. For those reasons, we don't believe the June 30th cash balance by itself provides a complete picture of our current liquidity position.

We closed the merger transaction with Jet.AI shortly after quarter end, which resulted in roughly $15 million of acquired assets, approximately $5.3 million in cash, approximately $5.8 million of an equity position in SpaceX and $4.1 million in deposits securing future CJ3+ deliveries. Our intention is to liquidate the SpaceX shares to continue to provide capital for our growth initiatives. The deposits will provide benefit in the first quarter of 2027 when the CJ3+ aircraft are delivered. With the additional post-quarter-end liquidity generated from the Jet.AI closing, combined with the additional capital options Jim referenced, we believe we're positioned to fund our planned growth while remaining disciplined about dilution and our overall cost of capital. More broadly, our capital allocation approach remains disciplined.

We prioritize aircraft acquisitions with accretive unit economics that expand free cash flow generation over time, consistent with the returns-focused approach Jim described, rather than holding cash for its own sake. We evaluate all financing and capital alternatives against their impact on shareholder dilution, our overall cost of capital, and the impact to profitability and free cash flow generation, and we intend to act only when terms are accretive. On the liability side of the balance sheet, since 2024, we have reduced long-term notes payable by approximately $94 million, including $12.4 million, an approximate 8% reduction during the first half of this year alone, down to approximately $137.9 million in total. We are focused intently on continuing to de-lever the balance sheet while balancing continued investment in expanding our fleet.

On the forward outlook, Jim covered our expectations for the third quarter a moment ago, and we are confident in our near-term continued growth in the back half of this year. As to the longer-term opportunity, I want to be precise about our posture. Our investor presentation includes a framework laying out the primary levers we believe drive adjusted EBITDA margin from here. Continued SG&A leverage, further gains in fleet utilization and dispatch availability as we continue to modernize the fleet with additional CJ3+ and Challenger acquisitions, growth in our fractional and Jet Club programs, and continued expansion of the MRO fcapitalizing on our Starlink-authorized dealership and $30 million grant from the state of North Carolina. That framework points to an adjusted EBITDA margin opportunity in the double digits as those levers play out over time.

As evidenced from our financial results, we have built the foundation to continue creating additional scale and profitability and realize this longer-term opportunity. To close, the financial evidence is increasingly clear. Revenue is growing, margins are expanding, overhead is becoming more efficient, the balance sheet is de-leveraging, and adjusted EBITDA continues to improve. Importantly, the operating levers driving those results still have substantial runway. We believe that combination positions flyExclusive to continue expanding profitability as we scale. But none of this happens without our people. To our pilots, maintenance technicians, and operations professionals who deliver reliability every single day, to our sales teams converting that reliability into growth, and to our MRO and mobile service unit teams turning what used to be a cost into a profit center, and to our finance, technology, and corporate teams who build the infrastructure to scale all of it. Thank you.

What you have built together is now speaking for itself in the numbers. Thank you all again, and now I will turn it back to the operator.

Thank you, sir. Ladies and gentlemen, that concludes this event. Thank you for attending. You may now disconnect your lines.

Greetings, and welcome to flyExclusive, Inc.'s first quarter 2026 earnings call. At this time, all participants are in a listen-only mode. If anyone should require operator assistance during the conference, please press star zero on your telephone keypad. Please note that this conference is being recorded. I will now turn the call over to Chris Neal with marketing. Thank you, Chris. You may begin.

Thank you, operator. Good evening, and thank you for joining flyExclusive's first quarter 2026 earnings conference call. Joining me on the call today is Jim Segrave, flyExclusive's Founder and Chief Executive Officer, and Brad Garner, our Chief Financial Officer. We announced fourth quarter and year-end financial results this morning before the market opened, along with the filing of our Form 10-Q for three months ended March 31st, January or March 31st, 2026. We'll be providing certain non-GAAP information during today's discussion. Important disclosures about this information and a reconciliation of the non-GAAP information to comparable GAAP information is included in our Form 10-K filed with the SEC and is available on our investor relations website. In addition, this discussion might include forward-looking statements.

Actual results might differ materially from any number of reasons, including risk factors described in our annual report on Form 10-K, in our quarterly reports from Form 10-Q, and in the press release covering forward-looking statements. Rather than rereading this information, we are going to incorporate it by reference in our prepared remarks. With that, let me turn the call over to Jim Segrave.

Thank you, Chris, and thank you to everyone joining us this afternoon. The first quarter of 2026 was another important proof of concept point for flyExclusive. For the better part of two years, I have told the market that we were in the middle of a structural transformation, and that when the transformation was complete, the financial results would reflect it. The first quarter continues to validate that thesis. We generated approximately $96 million in total revenue during the quarter, representing year-over-year growth of approximately 9%. We delivered positive adjusted EBITDA for the first time in the first quarter of the year. That result was not accidental, and it was not a function of favorable seasonality. In fact, it was in spite of seasonality, as the first quarter is historically the industry's most challenging.

The company, like the entire aviation industry, was also negatively impacted by multiple major winter weather systems that shut down most of the East Coast for several days each. In the face of this, the company still improved year-over-year EBITDA by $6.6 million, representing an over 100% increase compared to 1Q 2025. Our performance exceeded even our own internal forecast as well as analyst forecasts. This was the result of a more efficient fleet, disciplined operations, and an increasingly high-quality revenue base. Long-term debt was reduced another $10 million in the first quarter, adding to the $86 million total reduction in 2025. The company now operates approximately $522 million of aircraft overall, but has reduced the directly owned portion down to $145 million.

This, in part, represents our shift to the much more capital-efficient, fractionally owned aircraft business. Debt on the directly owned fleet is approximately $112 million, resulting in roughly $33 million of equity in these aircraft. Let me spend a few minutes on what I believe are the most important things from the quarter. First, the fleet transformation is essentially complete, and the impact on operating performance is unmistakable. At the beginning of 2024, we had 37 non-performing aircraft generating operating losses in excess of $3 million per month across the system. As of the end of the first quarter, we reduced that count to just six aircraft, and the aggregate operating loss from those remaining aircraft was less than $250,000 per month.

That is a reduction of more than 90% in the financial drag associated with legacy aircraft, this has been one of the single most consequential operational and financial improvements we have made as a company. By the end of the second quarter, we expect to eliminate three more of these aircraft, cutting the monthly loss to under $100,000. The aircraft we have added to replace those legacy units, primarily Challenger 350s, CJ3s, and XLS aircraft, are performing exceptionally well. They fly more reliably and cause less schedule disruptions. They require less unscheduled maintenance. Customers much prefer them, they generate meaningfully better economics per flight hour than the aircraft they replaced. The quality of our fleet today is categorically positively different from where we were 18 months ago, that difference is increasingly evident in our financial results.

For some additional context, the unencumbered contribution numbers on average are 27% for every CJ3 and XLS Plus we add to the operation, and 39% for every Challenger. We have now proven our transformation plan will deliver the financial performance we forecasted. Second, dispatch availability continues to improve, and I want to be clear again about why this matters. Dispatch availability improved approximately 7.6% year-over-year. At our current fleet scale, every one percentage point improvement in dispatch availability translates to approximately $2.5 million of annual bottom line contribution. The 7.6 improvement we delivered in the first quarter represents the equivalent of roughly $19 million of annualized EBITDA opportunity relative to where we were a year ago, and we are expecting to deliver much more than this in 2026.

The work we have done on fleet modernization, vertically integrated maintenance, and Mobile Service Unit expansion is directly responsible for this improvement. Speaking of the Mobile Service Units, we intend to over double this fleet to 30 units over the next 12 months. We expect this to reduce our maintenance costs and further increase our dispatch availability. We also plan to make the MSUs available to third-party customers, which will generate a new profitable revenue stream for us. Third, our contracted and recurring revenue programs continue to strengthen. Approximately half of our revenue in the first quarter was derived from contractually committed demand, fractional, Jet Club, and partner programs. This is strategically significant for several reasons. It improves revenue predictability, it enhances our ability to plan fleet deployment and improves maintenance scheduling.

It supports pricing discipline, and it keeps the kind of long-term customer relationships that are difficult for customers to replicate. Members contributing to revenue in the first quarter exceeded 1,000 members, marking our eighth consecutive quarter of membership growth. That consistency is meaningful. It tells us the product is working, that customer satisfaction is high, and that word-of-mouth and retention dynamics within the program are working as we would expect for a premium aviation brand. Fractional sales, a segment we have been actively investing in, were particularly encouraging during the quarter. Retail fractional share sales increased approximately 47% year-over-year, with fractional revenue growing approximately 5% on a GAAP basis. The reinstatement of 100% bonus depreciation has materially accelerated customer interest in fractional ownership, and the pipeline we are seeing for the balance of the year in part reflects that dynamic.

The Challenger 350 platform in particular continues to be a standout performer for the fractional and club programs. Customer retention on this aircraft type is exceptional. Stage lengths are longer, average revenue per trip is higher, and the profile of customers engaging with the platform is exactly what we want: high value, long tenure, and deeply engaged with our service ecosystem. Fourth, our MRO business continues to gain momentum. External MRO revenue increased approximately 14% year-over-year, driven by expanding demand for our products, avionics, interiors, and Starlink installation capabilities. We recently became a Starlink authorized dealership, which we believe positions us well to capture a growing revenue stream as connectivity upgrades become a standard expectation among high-net-worth aviation customers. Our vertically integrated maintenance platform is a primary differentiator of our operating model, and we believe the external MRO business has a long runway for growth.

Few operators in the private aviation space have the in-house capability, physical infrastructure, and licensing to serve the range of maintenance, avionics, and completion needs that we can address. As external demand continues to scale, this business will increasingly contribute to both revenue and margin while continuing to serve our in-house needs. Fifth, I want to address the macroeconomic backdrop directly because I know this is a topic of investor focus. The current global environment is frankly complex. Fuel costs have moved significantly higher. Broader market volatility has increased. Geopolitical uncertainty, including developments in the Middle East, have created incremental caution in certain aspects of the economy. We have not, however, seen any demand disruption within our customer base. In fact, our revenue and flight hours for the second quarter will significantly exceed first quarter results.

We are halfway through the quarter and expect to deliver around 15% top-line growth quarter-to-quarter. There are a few reasons for that. First, within our contracted programs, fuel costs are passed through to customers, either directly or through defined surcharge mechanisms. We are not absorbing fuel price increases as a margin headwind within the fractional and Jet Club programs. Second, the customers we serve are among the most economically resilient in the world. Our fractional and club members are typically ultra-high-net-worth individuals and corporate accounts for whom private aviation represents a productivity tool and a lifestyle priority, not a discretionary expenditure that gets scrutinized in periods of market softness. The data we have seen through April continues to support this view. Booking activity, utilization trends, and member engagement have all remained healthy. That said, we remain clear-eyed about the external environment.

We are not dismissing broader macro risks, Based on everything we can see today, we do not believe the current environment represents a material headwind to our near-term financial performance. Sixth, finally, let me say a few words about where we are going. The transformation phase of this company is largely behind us. We are now in the execution phase, that is an entirely different and more straightforward operating mode. Our job now is to continue improving utilization, continue growing the fractional and Jet Club programs, continue expanding the MRO, continue translating operational improvement into financial results. We are adding aircraft thoughtfully and expect approximately 20 aircraft will join the fleet in 2026, consisting primarily of CJ3s, XLS Pluses, and Challengers.

Each aircraft we add has been underwritten at attractive economics, and each aircraft has the benefit of being added to a platform that is already operating efficiently rather than one that is still working through structural transformation. We expect to close the Jet.AI transaction next month, which also includes deposits on three Citation CJ3+ positions, with Textron delivering early in 2027. The second tranche of the Volato transaction closed in the first quarter, which brought the mission control scheduling and optimization platform, being rebranded as Contrails, into our ecosystem. The Contrails platform, in particular, has the potential to be a meaningful operational differentiator, allowing us to optimize scheduling, improve trip fulfillment rates, and provide network-sharing infrastructure for third-party operators.

We receive over 500 trip requests per day, and our ability to fulfill a greater share of those requests is directly tied to our scheduling efficiency and network. We expect to close the final part of the Volato transaction, the empty leg subscription business, over the next quarter. I want to close my remarks by thanking our team, our pilots, maintenance technicians, dispatchers, member service professionals, sales organization, and all of our administrative and support personnel. You are the reason these results are possible. This is a complex operational business, and the level of execution this team has demonstrated over the last two years is something of which I am genuinely proud of. To our shareholders and customers, thank you for your continued confidence in flyExclusive. With that, I'll turn the call over to Brad.

Thank you, Jim, and good evening, everyone. Our fleet modernization initiative, improved dispatch availability, higher aircraft utilization, disciplined cost management, and the continued growth of our contracted revenue programs all contributed meaningfully to the quarter. Similar to what we discussed throughout 2025, we believe the key takeaway from this quarter is not simply the growth itself, it's the quality and the efficiency of that growth. We continue to generate more revenue, more flight activity, and significantly more profitability from a smaller, more efficient, and higher-performing fleet. That operational leverage is becoming increasingly visible in our financial results. FlyExclusive generated approximately $96.3 million in consolidated revenue during the first quarter of 2026, representing a year-over-year growth of approximately 9% compared to the first quarter of 2025. Revenue growth remained diversified across the business.

Flight revenue, which represents the core of our business, increased approximately 9% year-over-year to $92.5 million, supported by stronger utilization, improved aircraft availability, healthier fleet mix, and continued strong demand across both retail and wholesale channels. Importantly, this growth was achieved while continuing to operate a smaller fleet than a year ago, as we completed the vast majority of our fleet modernization initiative. Flight hours for the first quarter were up 7% compared to Q1 of 2025, totaling 18,537 hours. As a reference point, while Q1 is historically the slowest quarter of the year, this represents the third-largest volume quarter in company history. That speaks directly to the productivity improvements we've achieved across the fleet.

Our utilization, measured on our core operating fleet of CJ3s, XLSs, and Challengers, averaged 75 hours per aircraft per month in the first quarter, up about 15% from 65 hours in Q1 of 2025. We believe there remains additional runway to realize further increased utilization as we continue to layer in newer, more capable aircraft, expand dispatch availability, and integrate and leverage the rebranded Contrails software platform we acquired in the Volato AMS agreement. On revenue mix, approximately half of our revenue base is now derived from contractually committed programs, including fractional, Jet Club, and partnership relationships. This mix continues to shift favorably, and we view that trajectory as strategically and financially important. Contractually committed revenue improves yield visibility, enhances our ability to pre-position maintenance resources, and supports pricing durability relative to spot market dynamics.

Within our wholesale business, revenue grew to approximately $50.9 million in the quarter, an increase of 24% year-over-year. Wholesale continues to serve as a critical utilization maximizer for the fleet. We manage this channel actively to ensure we're balancing the margin optimization against fleet productivity, and we continue to believe the wholesale channel is both structurally important and financially complementary to our retail programs, especially as we transition in 2026 into a fleet growth mode with younger, more efficient aircraft. GAAP fractional revenue increased approximately 5% year-over-year.

However, as we've noted previously, the GAAP recognition of fractional revenue does not always capture the full activity picture in a given quarter. On a retail sales basis, which includes fractional shares sold and flight funds deployed, total fractional retail activity increased approximately 27% year-over-year, with fractional shares sold in the quarter up 47% from Q1 of 2025. Total fractional retail sales reached approximately $14 million in the quarter. The demand pipeline for fractional remains strong, particularly on the Challenger platform, and we believe full-year fractional activity will continue to outperform 2025 levels. Jet Club sales totaled approximately $25.8 million in Q1, with renewal activity of $16.6 million and new member sales of over $9 million. Member retention remains healthy and new member acquisition trends are consistent with the prior several quarters.

As Jim mentioned, total members contributing to revenue in the quarter reached over 1,000 members, marking the eighth consecutive quarter of member growth. Lastly, during the quarter, our MRO reported external revenue of approximately $2 million, representing a year-over-year growth of approximately 14%. As Jim noted, the Starlink installation program and expanded external demand across our paint, avionics, and interior capabilities are driving incremental growth. We continue to view the external MRO business as a high-margin, capital-light, incremental revenue stream, and we expect full-year external MRO revenue to continue to compound meaningfully. Turning to profitability, contribution margin in the quarter was approximately 50.5% compared to 46.9% in Q1 of 2025, a roughly 360 basis point improvement year-over-year.

The increasing contribution margin reflects not only better gross economics per flight, but also the favorable shift in revenue mix towards higher yield contracted demand. Gross profit increased approximately 69% year-over-year to $19.1 million during the quarter. Gross margin for the quarter was 20%, an expansion of roughly 700 basis points compared to the first quarter of 2025. The expansion in gross margin reflects the compounding benefit of several structural improvements. First, the continued reduction in non-performing aircraft drag. As Jim mentioned, the operating loss from those aircraft declined from a peak of over $3 million per quarter to under $250,000 by the end of Q1 of 2026. That improvement flows directly through the gross margin line. Second, the improved fleet mix.

Newer aircraft carry lower unscheduled maintenance costs and higher dispatch availability, both of which reduce the cost of generating a given unit of flight revenue. Third, utilization improvement. With 75 hours per aircraft per month on the core fleet versus 65 a year ago, we're spreading fixed operating costs over a larger revenue base, generating meaningful incremental margin from the same cost structure. Fourth, the ongoing benefit of our vertically integrated MRO capability, which continues to reduce reliance on third-party maintenance providers, lowering our costs and accelerating our return to service of aircraft. As we've highlighted historically, dispatch availability is a key performance indicator of our operational efficiency.

In Q1 of 2026, dispatch availability increased approximately 760 basis points compared to the prior year as the benefits from the removal of the non-performing aircraft and the addition of newer Challenger CJ3 and XLS aircraft continue transforming our fleet. The impact of that improvement cannot be understated. Each 1% improvement in DA at our current fleet size represents annual improvement in contribution of $2.5 Million. As we've consistently emphasized, our ability to produce higher utilization, stronger dispatch availability, and greater revenue productivity per aircraft is where the operating leverage in this model becomes increasingly powerful. Importantly, these improvements were not driven by a single event or temporary benefit.

Rather, they are the direct result of the strategic initiatives we have been executing over the last two years: modernizing the fleet, eliminating operational inefficiencies, leveraging our integrated platform, improving scheduling and maintenance execution, and building a more scalable infrastructure. We continue to believe there remains additional runway for operational leverage and margin expansion as utilization continues to improve and the remaining legacy drag is fully eliminated. SG&A expense for the quarter was approximately $22.7 million, representing 24% of revenue. On an absolute basis, SG&A increased modestly year-over-year, primarily reflecting some seasonal timing and one-time non-cash costs. Revenue per SG&A headcount in the quarter was approximately $481,000, up 9% year-over-year. We continue to view SG&A leverage as an important component of our path to sustained profitability.

As revenue scales supported by additional aircraft, growing membership, and an expanding MRO, we expect the fixed cost component of SG&A to generate increasing operating leverage throughout 2026. flyExclusive reported positive adjusted EBITDA of approximately $200,000 in the first quarter. This compares to an adjusted EBITDA loss of approximately $6.4 million in Q1 of 2025, an improvement of $6.6 million on an absolute basis year-over-year. Adjusted EBITDA margin for the quarter was approximately 0.2% compared to -7.2% in Q1 of 2025, a year-over-year improvement of 740 basis points. As we've highlighted, the first quarter is historically the slowest period of the calendar year for private aviation, as leisure demand moderates post holidays and corporate activity is slower in January and February.

Our first quarter's results further validate the trajectory and scalability we've outlined throughout 2025. Over the last eight quarters, we have consistently improved profitability through revenue mix improvement, fleet optimization, operational execution, and disciplined cost management. Turning to our balance sheet and liquidity position. We ended the first quarter of 2026 with cash and cash equivalents of approximately $18.7 billion. We expect cash to build through the stronger seasonal quarters and as we complete the Jet.AI acquisition in Q2 following the S-4 registration statement being declared effective by the SEC just a few weeks ago. We continue the progress we achieved in 2025 during the first quarter of deleveraging our balance sheet. We reduced our long-term notes payable by approximately $10 million during Q1 of 2026. Since the beginning of 2025, we've reduced our long-term notes payable by roughly 40%.

This consistent deleveraging reflects both our operational cash generation progress and our disciplined approach to capital allocation. We continue to prioritize balance sheet health alongside fleet investment, and we believe our trajectory on debt reduction is meaningful to the company's longer-term equity story. On our ATM facility, we have currently approximately $98 million of availability remaining under our equity offering program. We view the ATM as a strategic tool that provides optionality and flexibility rather than as a primary source of capital. We have not been aggressive in deploying it, and we intend to continue using it judiciously, specifically to support accretive fleet additions, reduce debt where appropriate, and enhance liquidity if and when the risk-adjusted returns on doing so is favorable.

Let me also offer a few comments on cost trends that I think are important as we continue to gain scale and operational efficiencies in our platform. Fuel costs have increased year-over-year, largely in response to global geopolitical factors. Within our co-contracted programs, fuel increases are passed through to customers through defined surcharge mechanisms, so the net margin impact within fractional and Jet Club is marginal and manageable. Within our wholesale channel, fuel represents a more direct cost input, and we manage our pricing in that channel to reflect current fuel economics in a real-time manner. We do not, however, use fuel as a profit center, and we don't attempt to expand margin through fuel surcharges beyond cost recovery. Aircraft maintenance costs per flight hour have continued to trend favorably as the fleet mix improves.

Newer aircraft, on average, carry meaningfully lower unscheduled maintenance cost profiles than the legacy aircraft they're replacing. Our MRO vertical integration continues to provide cost insulation relative to operators who rely entirely on third-party maintenance providers, particularly in a market where MRO capacity is constrained. Looking ahead, we remain highly encouraged by the operational trends and financial trajectory of the business entering the historically stronger quarters of the year. As such, I want to provide some directional commentary. We're not providing formal full-year guidance, and I want to be clear about why. Visibility in our business, while improving as our contractually committed revenue mix grows, still has inherent limitations driven by seasonality, macroeconomic dynamics, and the timing of aircraft additions and transitions. Given those constraints, we believe it would not be appropriate to provide specific financial targets at this time.

With that said, I do want to provide a few observations. Every quarter of 2026 is expected to outperform the corresponding quarter of 2025 on revenue, adjusted EBITDA, and flight hours. That expectation is grounded in the structural improvements we've already delivered: a more efficient fleet, higher dispatch availability, and stronger utilization per aircraft. The seasonal pattern should produce progressively stronger results relative to Q1, consistent with historical seasonality for the industry and for our business specifically. The combination of a modernized fleet, improving dispatch availability, growing contractually committed demand, increasing utilization, continued SG&A leverage, and the scalability of our vertically integrated operating platform positions us well for continued improvement moving forward. With the first quarter demonstrating that the transformation phase of the business is largely behind us, we're intensely focused on scaling a structurally improved platform.

We're operating from a position of significantly greater strength than at any point since becoming a public company. The operating model is more efficient, the fleet's materially stronger, the margins are growing, the quality and predictability of our revenue base continues to strengthen, and the liquidity flexibility is improving. Most importantly, first quarter's financial results are increasingly validating the long-term scalability and earnings power of our platform. As we continue through 2026, our focus remains consistent: disciplined execution, cost management, profitable growth, continued operational improvement, and sustained margin expansion. We believe the trajectory of the business continues to move decisively in the right direction, and we remain confident in our ability to continue to scale the platform while driving towards sustained profitability and longer-term shareholder value creation. Lastly, I'll echo Jim and thank our entire team across the organization.

From our pilots to our dispatchers, our technicians and maintenance controllers, to our member services team, to all of our operational administrative employees, thank you for your hard work, your dedication, your commitment to our customers and our shareholders. The transformation and progress we're delivering would not be possible without the collective execution of the entire organization. For our shareholders and analysts, thank you for your time and continued engagement in our story. We remain deeply focused on converting operational progress into sustainable financial performance, and we believe the trajectory of this business continues to move in the right direction. With that, I'll turn the call back to the operator.

Thank you. With that, ladies and gentlemen, this does conclude today's teleconference. We thank you for your participation. You may disconnect your lines at this time, and have a wonderful rest of your day.