Full Press Release Details
CONDENSED COMBINED FINANCIAL INFORMATION
Defined terms included
below shall have the same meaning as terms defined and included elsewhere in this this Current Report on Form 8-K and, if not defined
in the Form 8-K, the proxy statement/prospectus/consent solicitation statement
filed with the Securities and Exchange Commission (the "SEC") on April 6, 2020. Unless otherwise
indicated or the context otherwise requires, references to the "Combined Entity" refer to Blade Air Mobility, Inc. (f/k/a
Experience Investment Corp.) and its consolidated subsidiaries after the Closing, "EIC" refers to Experience Investment Corp.
prior to the Closing, and "Blade" refers to Blade Urban Air Mobility, Inc. prior to the Closing.
pro forma condensed combined balance sheet as of December 31, 2020, combines the historical audited condensed balance sheet of EIC as
of December 31, 2020, with the historical unaudited consolidated balance sheet of Blade as of December 31, 2020, giving effect to the
Transactions, as summarized below, as if they had been consummated on December 31, 2020.
EIC and Blade have different
fiscal years. EIC's fiscal year ends on December 31, whereas Blade's fiscal year ends on September 30. As the
fiscal year end of the Combined Entity will be September 30, the unaudited pro forma condensed combined financial information
has been prepared using September 30 as the fiscal year end. The unaudited pro forma condensed combined statement of operations
for the three months ended December 31, 2020 combines the historical unaudited condensed statement of operations of EIC for
the three months ended December 31, 2020 with the historical unaudited condensed consolidated statement of operations of Blade
for the three months ended December 31, 2020. The historical unaudited condensed statement of operations of EIC for the three months
ended December 31, 2020 was derived by subtracting the historical unaudited condensed statement of operations of EIC for the nine months
ended September 30, 2020 from the historical audited statement of operations of EIC for the fiscal year ended December 31, 2020.
The unaudited pro forma condensed combined statement of operations for the twelve months ended September 30, 2020 combines
the unaudited condensed statement of operations of EIC for the twelve months ended September 30, 2020 with the historical audited
consolidated statement of operations of Blade for the fiscal year ended September 30, 2020. The unaudited condensed statement of
operations of EIC for the twelve months ended September 30, 2020 was derived by adding the historical unaudited condensed statement
of operations of EIC for the nine months ended September 30, 2020, and the historical audited statement of operations for EIC
for the period from May 24, 2019 (inception) through December 31, 2019, and subtracting the historical unaudited condensed statement
of operations of EIC for the period from May 24, 2019 (inception) through September 30, 2019. The unaudited pro forma condensed
combined statements of operations of the Combined Entity for the three months ended December 31, 2020 and twelve months
ended September 30, 2020 are presented on a pro forma basis as if the Transactions, as summarized below, had been consummated
The unaudited pro forma
condensed combined financial information was derived from, and should be read in conjunction with, the following historical financial
statements, the accompanying notes and other specified information:
The foregoing historical financial statements have been prepared in accordance with GAAP. The unaudited pro forma condensed combined financial
information has been prepared based on the aforementioned historical financial statements and the assumptions and adjustments as described
in the notes to the unaudited pro forma condensed combined financial information. Additionally, the unaudited pro forma condensed combined
financial information contains estimated adjustments, based upon available information and certain assumptions that we believe are reasonable
under the circumstances. The unaudited pro forma condensed combined financial information is presented for illustrative purposes only.
The financial results may have been different had the companies been combined as of the dates presented. You should not rely on the unaudited
pro forma condensed combined financial information as being indicative of the historical results that would have been achieved had Blade
and EIC been combined as of the dates presented or the future results that the Combined Entity will experience. EIC and Blade have not
had any historical relationship prior to the Transactions. Accordingly, no pro forma adjustments were required to eliminate activities
between Blade and EIC.
pro forma condensed combined financial information should also be read together with the accompanying notes to the unaudited pro forma
condensed combined financial statements, EIC's and Blade's unaudited and audited financial statements and related notes, "EIC's
Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Blade's Management's
Discussion and Analysis of Financial Condition and Results of Operations," and other financial information which are incorporated
by reference into the Form 8-K to which this Unaudited Pro Forma Condensed Combined Financial Information is attached;
Description of the Merger
2020, EIC, entered into the Merger Agreement, providing for, among other things, and subject to the terms and conditions therein, a business
combination between Blade and EIC pursuant to the proposed merger of Merger Sub with and into Blade, with Blade continuing as the surviving
entity and wholly-owned subsidiary of EIC.
current certificate of incorporation, EIC's public stockholders may demand that EIC redeem all or a portion of their public shares
of EIC Class A common stock for cash upon the completion of the Merger at a per share price equal to a full pro rata portion of the funds
held in the trust account calculated as of two business days prior to the consummation of the Merger. The unaudited condensed combined
pro forma financial statements reflect actual redemption of 3,596,979 shares of EIC's Class A common stock at $10.07 per share.
The related Transactions that are given
pro forma effect include:
of the unaudited pro forma condensed combined financial information presented below, an aggregate of 35,815,294 shares of EIC Class A
common stock were issued in connection with the closing of the Merger, consisting of (a) 26,125,468 shares of EIC Class A common stock
issued in exchange for outstanding shares of Blade Common Stock and Blade Preferred Stock and (b) 9,689,826 shares of EIC Class A common
stock were issued upon the exercise of EIC Options at a weighted average exercise price of $0.19 per share (which EIC Options were issued
pursuant to the adoption and conversion of Blade Options to purchase an aggregate of 13,310,087 shares of Blade Common Stock at a weighted
average exercise price of $0.14 per share) and assuming that the payment of the exercise price for such EIC Options was net settled. Options
granted under the 2015 Plan vest over a period of time determined by Blade's board of directors, subject to the option holder's
continuous service through each applicable vesting date. Consummation of the Merger will not automatically cause the vesting of options
under the 2015 Plan but the Blade Board approved that vesting of all options outstanding under the 2015 Plan that were granted before
December 14, 2020 and are held by current employees or other service providers will be accelerated upon the Merger; provided that, to
the extent (if at all) necessary to avoid an excise tax under Code Section 4999 or lost deductibility under Code Section 280G, certain
vesting will be subject to approval of Blade's stockholders. As a result, the shares of EIC Class A common stock underlying the
EIC Options will be considered issued and outstanding as of the closing of the Merger for purposes of the unaudited pro forma condensed
combined financial information presented below.
Accounting for the Transactions
Transactions will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, EIC will
be treated as the "acquired" company for financial reporting purposes. This determination was based primarily on Blade
having the ability to appoint a majority of the initial Board of the Combined Entity, Blade's senior management comprising the
senior management of the Combined Entity, and Blade's operations comprising the ongoing operations of the Combined Entity.
Accordingly, for accounting purposes, the financial statements of the Combined Entity will represent a continuation of the financial
statements of Blade with the Transactions treated as the equivalent of Blade issuing stock for the net assets of EIC, accompanied by
a recapitalization. The net assets of EIC will be stated at historical cost, with no goodwill or other intangible assets recorded.
Operations prior to the Transactions will be presented as those of Blade in future reports of the Combined Entity.
Basis of Pro Forma Presentation
unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended
by the final rule, Release No. 33-10786 "Amendments to Financial Disclosures about Acquired and Disposed Businesses." The
adjustments in the unaudited pro forma condensed combined financial information have been identified and presented to provide relevant
information necessary for an illustrative understanding of the effect of the Merger and has been prepared
for informational purposes only. Assumptions and estimates underlying the unaudited pro forma adjustments set forth in the unaudited pro
forma condensed combined financial information are described above and in the accompanying notes.
unaudited pro forma condensed combined financial information has been presented for illustrative purposes only and is not
necessarily indicative of the operating results and financial position of the post-combination company, and do not reflect
adjustments for any anticipated synergies, operating efficiencies, tax savings or cost savings that may be associated with the
Merger. The unaudited pro forma adjustments represent Blade management's estimates based on information available as of the
date of this unaudited pro forma condensed combined financial information and is subject to change as additional information becomes
available and analyses are performed.
condensed combined pro forma financial statements reflect actual redemption of 3,596,979 shares of EIC's Class A common stock at
summarizes the pro forma EIC Class A common stock issued and outstanding immediately after consummation of the Transactions:
| Shares Outstanding (millions) | Percentage (1) | |||||||
| EIC's public stockholders (other than the PIPE Investors) | 23.9 | 30.3 | % | |||||
| PIPE Investors (other than the Sponsor and its affiliates) | 10.5 | 13.3 | % | |||||
| Sponsor (and its affiliates) | 8.9 | 11.3 | % | |||||
| Current holders of Blade Stock and Blade Options (2) | 35.6 | 45.1 | % | |||||
| Total EIC Class A common stock outstanding | 78.9 | 100.0 | % |
Other Events in connection with the Transactions
| Other events that occurred in connection with the Transactions are summarized below: | ||
| - | the PIPE Investment was funded in full and 12,500,000 shares of EIC Class A common stock at a purchase price of $10.00 per share were issued, of which 2,005,000 shares were purchased by Steele ExpCo; | |
| - | the estimated transaction costs of approximately $32.0 million incurred with the Transactions are capitalized. These costs relate to $1.4 million of deferred recapitalization costs incurred by Blade, $9.6 million of deferred underwriting fees and offering costs previously incurred by EIC, and approximately $21.0 million of legal, PIPE Investment, and other fees which are direct and incremental to the Transactions and are adjusted against additional paid in capital; | |
| - | no Working Capital Warrants were issued; | |
| - | all 6,875,000 outstanding shares of EIC Class B common stock were converted to shares of EIC Class A common stock on a one for one basis; and | |
| - | the repayment of Blade's PPP Loan in the principal amount of $1.2 million. |
Pro Forma Condensed Combined Balance Sheet
As of December 31, 2020