8-K
Global Crossing Airlines Group Inc. (JETMF)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 31, 2022
GLOBAL CROSSING AIRLINES GROUP INC.
(Exact name of registrant as specified in its charter)
| Delaware | 000-56409 | 98-1350261 |
|---|---|---|
| (State or Other Jurisdiction<br> <br>of Incorporation) | (Commission<br> <br>File Number) | (I.R.S. Employer<br> <br>Identification No.) |
4200 NW 36^th^ Street, Building 5A
Miami International Airport
Miami, FL 33166
(Address of Principal Executive Office) (Zip Code)
(786) 751-8503
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
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. ☐
| Item 2.02 | Results of Operations and Financial Condition |
|---|
Global Crossing Airlines Group Inc. (the “Company”) is furnishing this information under Item 2.02 of Form 8-K.
The information in this Current Report, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information in this Current Report, including Exhibit 99.1, shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, or the Exchange Act.
On October 31, 2022, the Company issued a press release announcing its financial results for the nine months ended September 30, 2022. A copy of the press release is attached as Exhibit 99.1.
| Item 7.01 | Regulation FD Disclosure. |
|---|
On November 1, 2022, a representative of the Company made presentations to investors using slides containing the information attached to this Current Report on Form 8-K as Exhibit 99.1 (the “Investor Presentation”) and incorporated herein by reference.
The information contained in the Investor Presentation is summary information that is intended to be considered in the context of the Company’s Securities and Exchange Commission (“SEC”) filings and other public announcements that the Company may make, by press release or otherwise, from time to time. The Company undertakes no duty or obligation to publicly update or revise the information contained in this report, although it may do so from time to time as its management believes is warranted. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure.
The Investor Presentation includes financial information not prepared in accordance with generally accepted accounting principles (“Non-GAAP Financial Measures”). By filing this Current Report on Form 8-K and furnishing the information contained herein, the Company makes no admission as to the materiality of any information in this report that is required to be disclosed solely by reason of Regulation FD.
The information presented in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.2 shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act or specifically incorporates it by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act.
| Item 9.01 | Exhibits |
|---|---|
| Exhibit<br> No. | Name |
| --- | --- |
| 99.1 | Press release of the Company, dated October 31, 2022 |
| 99.2 | Investor Presentation Slideshow in use beginning November 1, 2022 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GLOBAL CROSSING AIRLINES GROUP INC. | ||
|---|---|---|
| Date: November 3, 2022 | By: | /s/ Edward J. Wegel |
| Name: | Edward J. Wegel | |
| Title: | Chief Executive Officer |
EX-99.1
Exhibit 99.1
NEWS RELEASE
Global Crossing Airlines Announces Profitability for Third Quarter 2022 with EBITDAR of $5 Million
and an EBITDA of $1 Million
OCTOBER 31, 2022
MIAMI, FL (GLOBE NEWSWIRE) — Global Crossing Airlines Group, Inc. (JET: NEO; JET.B: NEO; JETMF: OTCQB) (the “Company” or “GlobalX”) today reported third quarter 2022 financial results.
“GlobalX has reached profitability in its fourth full quarter of operations, as we had projected at the beginning of 2022. Within one year of commencing operations, GlobalX operated seven (7) fully crewed aircraft during the quarter which resulted in a 77% increase in revenue compared to Q2 2022, an EBITDAR^(1)^ of $5 million, EBITDA^(1)^ of $1 million and positive net income of $163,631. Our reaching profitability is the direct result of the tremendous efforts of our 360 team members as we have expanded our charter operations throughout North and South America, as well as the Caribbean. We look forward to the addition of another A321 in Q4, as well as the planned completion of our cargo certification, subject to FAA and DOT approvals, and the entry into service of our first two A321 freighters,” said Ed Wegel, Chair and CEO of GlobalX.
Third Quarter 2022 Financial Results
For the third quarter 2022, GlobalX reported a net profit of $163,631, or $0.002 per diluted share. Adjusted net income for the third quarter 2022, adjusting for share based compensation expenses of $69,715, was $233,346, an adjusted net profit of $0.003 per diluted share.
Total operating revenues for the third quarter 2022 were $30.8 million, an 886% increase compared to the third quarter of 2021: our first operational quarter. This increase was driven by a full quarter of operations compared to Q3 2021 and an increase of the number of available aircraft from two to seven. In addition, GlobalX sold 3,951 block hours in Q3 representing an 85% increase over the number of block hours sold in Q2 2022.
Cost Performance
Total GAAP operating expense for the third quarter increased 258% compared to the third quarter 2021, to $29.9 million. These increases were primarily driven by additional aircraft and number of block hours operated.
Liquidity
GlobalX ended the quarter with $7.8 million in cash and restricted cash, an increase of $2.4 million from the end of Q2 2022. GlobalX also reported a $4.2 million reduction in the net cash used in operating activities.
Outlook
Guidance items provided in this release are based on Company’s current estimates and are not a guarantee of future performance. GlobalX reaffirms its prior guidance of over $90 million in annual revenue for 2022 as management believes the fourth quarter will build on Q3 results. Q4 will also see the expected launch of cargo operations with the delivery of our first two A321F aircraft in addition to two additional passenger aircraft, all subject to final DOT and FAA approvals.
| (1) | Refer below to the section “Non-GAAP Financial Measures” for<br>additional information. |
|---|
Conference Call/Webcast Detail
GlobalX will be hosting a webinar on November 1^st^, 2022 to provide a business update and discuss the Q3 results after market close.
When: Nov 1, 2022 04:00 PM Eastern Time (US and Canada)
Topic: Global Crossing Airlines - Q3 2022 Earnings Release & Management Update
Register in advance for this webinar:
https://us02web.zoom.us/webinar/register/WN_a6jyGhVUSYOeGtwOeVSGSQ
After registering, you will receive a confirmation email containing information about joining the webinar.
For more information, please contact:
Ryan Goepel,Chief Financial Officer
Email: ryan.goepel@globalxair.com
Tel: 786.751.8503
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GLOBAL CROSSING AIRLINES GROUP INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
| September 30,2022 | December 31,2021 | |||||
|---|---|---|---|---|---|---|
| (Unaudited) | ||||||
| Current Assets | ||||||
| Cash and cash equivalents | $ | 2,875,901 | $ | 5,241,716 | ||
| Restricted cash | $ | 4,933,714 | $ | 2,752,285 | ||
| Accounts receivable, net of allowance | $ | 1,453,984 | $ | 745,646 | ||
| Prepaid expenses and other current assets | $ | 2,170,078 | $ | 848,490 | ||
| Total Current Assets | $ | 11,433,677 | $ | 9,588,137 | ||
| Property and equipment, net | $ | 1,669,749 | $ | 618,883 | ||
| Finance leases, net | $ | 2,741,063 | $ | — | ||
| Operating lease<br>right-of-use assets | $ | 24,677,532 | $ | 22,668,308 | ||
| Deferred costs and other assets | $ | 9,400,590 | $ | 6,198,338 | ||
| Total Assets | $ | 49,922,611 | $ | 39,073,666 | ||
| Current liabilities | ||||||
| Accounts payable | $ | 6,673,457 | $ | 3,574,186 | ||
| Accrued liabilities | $ | 5,173,713 | $ | 2,704,169 | ||
| Deferred revenue | $ | 4,782,831 | $ | 1,995,090 | ||
| Customer deposits | $ | 2,284,000 | $ | 1,264,502 | ||
| Due from related parties | $ | — | $ | 197,558 | ||
| Current portion of notes payable | $ | 1,573,000 | $ | 1,573,000 | ||
| Current portion of operating leases | $ | 6,165,322 | $ | 3,393,497 | ||
| Current portion of finance leases | $ | 317,423 | $ | — | ||
| Total current liabilities | $ | 26,969,746 | $ | 14,702,002 | ||
| Other liabilities | ||||||
| Note payable | $ | 4,184,188 | $ | — | ||
| Long-term operating leases | $ | 20,102,218 | $ | 20,042,343 | ||
| Long-term financial leases | $ | 2,148,431 | $ | — | ||
| Other liabilities | $ | 83,498 | $ | 83,491 | ||
| Total other liabilities | $ | 26,518,335 | $ | 20,125,834 | ||
| Commitments and Contingencies | ||||||
| Equity (Deficit) | ||||||
| Common stock - $.001 par value; 200,000,000 authorized; 52,573,938 and 51,237,876 issued and<br>outstanding as of September 30, 2022 and December 31, 2021 | $ | 52,574 | $ | 51,237 | ||
| Additional paid-in capital | $ | 30,025,791 | $ | 26,456,900 | ||
| Retained deficit | $ | (33,643,835 | ) | $ | (22,262,307 | ) |
| Total stockholders’ equity (Deficit) | $ | (3,565,470 | ) | $ | 4,245,830 | |
| Total Liabilities and Equity (Deficit) | $ | 49,922,611 | $ | 39,073,666 | ||
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GLOBAL CROSSING AIRLINES GROUP INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
| Three MonthsEnded | Three MonthsEnded | Nine MonthsEnded | Nine MonthsEnded | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30,2022 | September 30,2021 | September 30,2022 | September 30,2021 | ||||||||
| Operating Revenue | $ | 30,790,240 | $ | 3,123,946 | $ | 64,612,231 | $ | 3,123,946 | |||
| Operating Expenses | |||||||||||
| Salaries, Wages, & Benefits | 7,712,688 | 2,558,017 | 20,829,632 | 5,048,218 | |||||||
| Aircraft Fuel | 7,764,761 | 834,313 | 15,402,450 | 998,331 | |||||||
| Maintenance, materials and repairs | 1,218,221 | 232,400 | 3,373,396 | 454,635 | |||||||
| Depreciation and amortization | 193,620 | 7,100 | 296,830 | 15,484 | |||||||
| Contracted ground and aviation services | 4,631,741 | 623,637 | 10,674,340 | 806,033 | |||||||
| Travel | 1,078,854 | 327,997 | 3,204,172 | 391,320 | |||||||
| Insurance | 947,342 | 481,678 | 2,713,791 | 1,424,400 | |||||||
| Aircraft Rent | 3,957,508 | 1,083,260 | 11,151,412 | 1,914,041 | |||||||
| Other | 2,489,530 | 2,232,978 | 7,464,756 | 5,000,740 | |||||||
| Total Operating Expenses | 29,994,265 | 8,381,380 | 75,110,779 | 16,053,202 | |||||||
| Operating Income/(Loss) | 795,975 | (5,257,434 | ) | (10,498,548 | ) | (12,929,256 | ) | ||||
| Non-Operating Expenses (Income) | |||||||||||
| Loss (Gain) on Warrant Valuation | — | — | — | 2,650,772 | |||||||
| Unrealized Loss (Gain) on Financial Instruments | — | 82,529 | (15 | ) | (73,037 | ) | |||||
| Equity method investment activity | — | (20,478 | ) | — | (20,478 | ) | |||||
| Interest Expense (Income) | 632,344 | (56,065 | ) | 882,990 | 27,081 | ||||||
| Total Non-Operating Expenses | 632,344 | 5,986 | 882,975 | 2,584,338 | |||||||
| Loss from continuing operations | 163,631 | (5,263,420 | ) | (11,381,523 | ) | (15,513,594 | ) | ||||
| Income from Discontinued Operations | — | — | — | 177,706 | |||||||
| Loss before income taxes | 163,631 | (5,263,420 | ) | (11,381,523 | ) | (15,335,888 | ) | ||||
| Income tax expense | — | — | — | — | |||||||
| Net Income (Loss) | 163,631 | (5,263,420 | ) | (11,381,523 | ) | (15,335,888 | ) | ||||
| Other comprehensive loss | |||||||||||
| Foreign currency translation adjustments | — | (164,738 | ) | — | (164,738 | ) | |||||
| Comprehensive loss | 163,631 | (5,428,158 | ) | (11,381,523 | ) | (15,500,626 | ) | ||||
| Loss per share: | |||||||||||
| Basic | $ | 0.00 | $ | (0.10 | ) | $ | (0.22 | ) | $ | (0.35 | ) |
| Diluted | $ | 0.00 | $ | (0.10 | ) | $ | (0.22 | ) | $ | (0.35 | ) |
| Weighted average number of shares outstanding | 52,569,481 | 50,431,295 | 51,776,833 | 43,572,925 | |||||||
| Fully diluted shares outstanding | 76,507,900 | 50,431,295 | 51,776,833 | 43,572,925 | |||||||
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GLOBAL CROSSING AIRLINES GROUP INC.
STATEMENTS OF CONDENSED STOCKHOLDERS’ EQUITY
(UNAUDITED)
| CommonStockNumber ofShares | Amount | CommonStockSubscribed | AdditionalPaid inCapital | AccumulatedOtherComprehensiveLoss | RetainedDeficit | Total | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Beginning – January 1, 2021 | **** | 28,938,060 | $ | 28,938 | $ | 452,269 | **** | $ | 2,264,966 | **** | $ | — | **** | $ | (2,443,794 | ) | $ | 302,379 | **** |
| Issuance of shares – private placement | 8,064,517 | 8,064 | (212,073 | ) | 4,773,698 | — | — | 4,569,689 | |||||||||||
| Issuance of shares – warrants and options exercised | 1,050,740 | 1,051 | (100,000 | ) | 517,759 | — | — | 418,810 | |||||||||||
| Issuance of shares – RSUs | 40,000 | 40 | — | (40 | ) | — | — | — | |||||||||||
| Share based compensation on stock options or RSUs | — | — | — | 120,411 | — | — | 120,411 | ||||||||||||
| Loss for the period | — | — | — | — | — | (5,974,924 | ) | (5,974,924 | ) | ||||||||||
| Ending – March 31, 2021 | **** | 38,093,317 | $ | 38,093 | $ | 140,196 | **** | $ | 7,676,794 | **** | $ | — | **** | $ | (8,418,718 | ) | $ | (563,635 | ) |
| Issuance of shares – private placement | 7,537,313 | $ | 7,537 | — | 9,992,462 | — | — | 9,999,999 | |||||||||||
| Issuance of shares – warrants and options exercised | 4,474,138 | 4,474 | (140,196 | ) | 3,807,067 | — | — | 3,671,345 | |||||||||||
| Share based compensation on stock options or RSUs | — | — | — | 164,574 | — | — | 164,574 | ||||||||||||
| GEM warrants write-off | — | — | — | 3,475,379 | — | — | 3,475,379 | ||||||||||||
| Loss for the period | — | — | — | — | — | (4,097,544 | ) | (4,097,544 | ) | ||||||||||
| Ending – June 30, 2021 | **** | 50,104,768 | $ | 50,104 | $ | — | **** | $ | 25,116,276 | **** | $ | — | **** | $ | (12,516,262 | ) | $ | 12,650,118 | **** |
| Issuance of shares – warrants and options exercised | 357,999 | $ | 358 | — | 89,142 | — | — | 89,500 | |||||||||||
| Share based compensation on stock options or RSUs | — | — | — | 280,903 | — | — | 280,903 | ||||||||||||
| Loss for the period | — | — | — | — | — | (5,263,420 | ) | (5,263,420 | ) | ||||||||||
| Other comprehensive income | — | — | — | — | (164,738 | ) | — | (164,738 | ) | ||||||||||
| Ending – September 30, 2021 | **** | 50,462,767 | $ | 50,462 | $ | — | **** | $ | 25,486,321 | **** | $ | (164,738 | ) | $ | (17,779,682 | ) | $ | 7,592,363 | **** |
| Beginning – January 1, 2022 | **** | 51,237,876 | $ | 51,237 | $ | — | **** | $ | 26,456,900 | **** | $ | — | **** | $ | (22,262,307 | ) | $ | 4,245,830 | **** |
| Issuance of shares – warrants and options exercised | 20,700 | 21 | — | 9,909 | — | — | 9,930 | ||||||||||||
| Warrants issued | 2,130,642 | — | 2,130,642 | ||||||||||||||||
| Share based compensation on stock options or RSUs | — | — | — | 382,612 | — | — | 382,612 | ||||||||||||
| Loss for the period | — | — | — | — | — | (4,779,502 | ) | (4,779,502 | ) | ||||||||||
| Ending – March 31, 2022 | **** | 51,258,576 | $ | 51,258 | $ | — | **** | $ | 28,980,063 | **** | $ | — | **** | $ | (27,041,809 | ) | $ | 1,989,512 | **** |
| Issuance of shares – warrants and options exercised | 1,305,362 | 1,306 | — | 633,006 | — | — | 634,312 | ||||||||||||
| Share based compensation on stock options or RSUs | — | — | — | 343,007 | — | — | 343,007 | ||||||||||||
| Loss for the period | — | — | — | — | — | (6,765,657 | ) | (6,765,657 | ) | ||||||||||
| Ending – June 30, 2022 | **** | 52,563,938 | $ | 52,564 | $ | — | **** | $ | 29,956,076 | **** | $ | — | **** | $ | (33,807,466 | ) | $ | (3,798,826 | ) |
| Issuance of shares – warrants and options exercised | 10,000 | 10 | — | — | — | — | 10 | ||||||||||||
| Share based compensation on stock options or RSUs | — | — | — | 69,715 | — | — | 69,715 | ||||||||||||
| Income for the period | — | — | — | — | — | 163,631 | 163,631 | ||||||||||||
| Ending – September 30, 2022 | **** | 52,573,938 | $ | 52,574 | $ | — | **** | $ | 30,025,791 | **** | $ | — | **** | $ | (33,643,835 | ) | $ | (3,565,470 | ) |
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GLOBAL CROSSING AIRLINES GROUP INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| For The Nine Months EndedSeptember 30, | ||||||
|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||
| Net loss from continuing operations | $ | (11,381,523 | ) | $ | (15,513,594 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
| Depreciation | **** | 296,830 | **** | 15,484 | ||
| Bad debt expense | **** | 94,893 | **** | — | ||
| Loss on warrant revaluation | **** | — | **** | 2,650,772 | ||
| Amortization of debt issue costs | **** | 389,301 | **** | — | ||
| Amortization of operating lease right of use assets | **** | 3,381,624 | **** | 817,900 | ||
| Share-based payments | **** | 795,334 | **** | 565,888 | ||
| Foreign exchange (gain) loss | **** | 3,753 | **** | (73,037 | ) | |
| Changes in assets and liabilities | ||||||
| Accounts receivable | **** | (803,231 | ) | (55,706 | ) | |
| Prepaid expenses and other current assets | **** | (1,321,588 | ) | (377,087 | ) | |
| Accounts payable | **** | 3,095,518 | **** | 2,409,236 | ||
| Accrued liabilities and other liabilities | **** | 6,248,347 | **** | 1,324,177 | ||
| Operating lease obligations | **** | (2,559,147 | ) | (389,985 | ) | |
| Net cash used in operating activities - continuing operations | **** | (1,759,889 | ) | (8,625,952 | ) | |
| Net cash provided by operating activities - discontinuing operations | **** | — | **** | 177,706 | ||
| Net cash used in operating activities | **** | (1,759,889 | ) | (8,448,246 | ) | |
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||
| Purchases of property and equipment | **** | (1,124,712 | ) | (506,016 | ) | |
| Deferred costs and other assets | **** | (3,350,867 | ) | (1,394,700 | ) | |
| Net cash used in investing activities | **** | (4,475,579 | ) | (1,900,716 | ) | |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||
| Payments to related party | **** | (197,558 | ) | (196,792 | ) | |
| Principal repayments on finance leases | **** | (321,140 | ) | — | ||
| Deferred finance fee | **** | — | **** | 226,006 | ||
| Other liabilities | **** | — | **** | 31,221 | ||
| Proceeds on issuance of shares | **** | 644,251 | **** | 18,878,080 | ||
| Common stock subscribed | **** | — | **** | (218,238 | ) | |
| Notes payable | **** | 5,925,529 | **** | — | ||
| Net cash provided by financing activities – continuing operations | **** | 6,051,082 | **** | 18,720,277 | ||
| Net cash provided by financing activities – discontinued operations | **** | — | **** | (31,416 | ) | |
| Net cash provided by financing activities | **** | 6,051,082 | **** | 18,688,861 | ||
| Net increase (decrease) in cash | **** | (184,386 | ) **** | 8,339,899 | ||
| Cash, cash equivalents and restricted cash - beginning of the period | **** | 7,994,001 | **** | **** | 548,690 | **** |
| Cash, cash equivalents and restricted cash - end of the period | $ | 7,809,615 | **** | $ | 8,888,589 | **** |
| Non-cash transactions | ||||||
| Right-of-use (ROU)<br>assets acquired through operating leases | $ | 5,390,848 | **** | — | ||
| Equipment acquired through finance leases | **** | 2,815,432 | **** | — | ||
| Warrants issued for debt (debt discount) | **** | 2,130,642 | **** | — | ||
| Cash paid for | ||||||
| Interest | $ | 285,684 | **** | $ | 27,306 | |
| Taxes | **** | — | **** | — | ||
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Non-GAAP Financial Measures
The Company evaluates its financial performance utilizing various accounting principles generally accepted in the United States of America (“GAAP”) and non-GAAP financial measures, including Adjusted operating expenses, Adjusted operating income (loss), Adjusted operating margin, Adjusted pre-tax income (loss), Adjusted pre-tax margin, Adjusted net income (loss), Adjusted diluted earnings (loss) per share, adjusted EBITDA And adjusted EBITDAR. These non-GAAP financial measures are provided as supplemental information to the financial information presented in this press release that is calculated and presented in accordance with GAAP and these non-GAAP financial measures are presented because management believes that they supplement or enhance management’s, analysts’ and investors’ overall understanding of the Company’s underlying financial performance and trends and facilitate comparisons among current, past and future periods.
Because the non-GAAP financial measures are not calculated in accordance with GAAP, they should not be considered superior to and are not intended to be considered in isolation or as a substitute for the related GAAP financial measures presented in the press release and may not be the same as or comparable to similarly titled measures presented by other companies due to possible differences in the method of calculation and in the items being adjusted. We encourage investors to review our financial statements and other filings with the Securities and Exchange Commission in their entirety and not to rely on any single financial measure.
The information below provides an explanation of certain adjustments reflected in the non-GAAP financial measures and shows a reconciliation of non-GAAP financial measures reported in this press release (other than forward-looking non-GAAP financial measures) to the most directly comparable GAAP financial measures. Within the financial tables presented, certain columns and rows may not add due to the use of rounded numbers. Per unit amounts presented are calculated from the underlying amounts.
| Three MonthsEnded | Three MonthsEnded | Nine MonthsEnded | Nine MonthsEnded | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30,2022 | September 30,2021 | September 30,2022 | September 30,2021 | ||||||||
| Operating Income/(Loss) | $ | 795,975 | $ | (5,257,434 | ) | $ | (10,498,548 | ) | $ | (12,929,256 | ) |
| Depreciation and amortization | 193,620 | 7,100 | 296,830 | 15,484 | |||||||
| EBITDA | **** | 989,595 | **** | (5,250,334 | ) | **** | (10,201,718 | ) | **** | (12,913,772 | ) |
| Aircraft Rent | 3,957,508 | 1,083,260 | 11,151,412 | 1,914,041 | |||||||
| EBITDAR | $ | 4,947,103 | $ | (4,167,074 | ) | $ | 949,694 | **** | $ | (10,999,731 | ) |
About Global Crossing Airlines
GlobalX is a US 121 domestic flag and supplemental Airline flying the Airbus A320 family aircraft. GlobalX flies as a passenger ACMI and charter airline serving the US, Caribbean, European and Latin American markets. In 2022, GlobalX will enter ACMI cargo service flying the A321 freighter, subject to DOT and FAA approvals. For more information, please visit www.globalxair.com.
Cautionary Note Regarding Forward-Looking Statements
This news release contains certain “forward looking statements” and “forward-looking information”, as defined under applicable UnitedStates and Canadian securities laws, concerning anticipated developments
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and events that may occur in the future. Forward-looking statements contained in this news release include, but are not limited to, statements with respect to the Company’s aircraft fleetsize, the destinations that the Company intends to service, the expected delivery timelines for aircraft, future demand, increased block hours, future capacity estimates, future revenue expectations and entry into service of cargo operations.
In certain cases, forward-looking statements can be identified by the use of words such as “plans”, “expects”“budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or variations of such words and phrases or statements that certain actions, events or results “may”,“could”, “would”, “might” or “will be taken”, “occur” or “be achieved” suggesting future outcomes, or other expectations, beliefs, plans, objectives, assumptions, intentions or statementsabout future events or performance. Forward-looking statements contained in this news release is based on certain factors and assumptions regarding, among other things, the receipt of financing to continue airline operations, the accuracy,reliability and success of GlobalX’s business model; GlobalX’s ability to accurately forecast demand; GlobalX will be able to successfully conclude definitive agreements for transactions subject to LOI; the timely receipt of governmentalapprovals; the success of airline operations of GlobalX; GlobalX’s ability to successfully enter new geographic markets; the legislative and regulatory environments of the jurisdictions where GlobalX will carry on business or have operations;the Company has or will have sufficient aircraft to provide the service; the impact of competition and the competitive response to GlobalX’s business strategy; the future price of fuel, and the availability of aircraft. While the Companyconsiders these assumptions to be reasonable based on information currently available to it, they may prove to be incorrect.
Forward-lookingstatements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed orimplied by the forward-looking statements. Such factors include risks related to, the ability to obtain financing at acceptable terms, the impact of general economic conditions, risks related to supply chain and labor disruptions, failure to retainor obtain sufficient aircraft, domestic and international airline industry conditions, failure to conclude definitive agreements for transactions subject to LOI, the effects of increased competition from our market competitors and new marketentrants, passenger demand being less than anticipated, the impact of the global uncertainty created by COVID-19, future relations with shareholders, volatility of fuel prices, increases in operating costs,terrorism, pandemics, natural disasters, currency fluctuations, interest rates, risks specific to the airline industry, risks associated with doing business in foreign countries, the ability of management to implement GlobalX’s operationalstrategy, the ability to attract qualified management and staff, labor disputes, regulatory risks, including risks relating to the acquisition of the necessary licenses and permits; risks related to significant disruption in, or breach in securityof GlobalX’s information technology systems and resultant interruptions in service and any related impact on its reputation; and the additional risks identified in the “Risk Factors” section of the Company’s reports and filingswith applicable Canadian securities regulators and the U.S. Securities and Exchange Commission. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those described in theforward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking statements. The forward-looking statements are made asof the date of this news release. Except as required by applicable securities laws, the Company does not undertake any obligation to publicly update any forward-looking statements. If GlobalX does update one or more forward-looking statements, noinference should be made that it will make additional updates with respect to those or other forward-looking statements.
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EX-99.2
Exhibit 99.2 Investor Update Q3 2022 Presentation November 1, 2022
DISCLAIMER The information contained herein, while obtained from sources we believe to be reliable, is not guaranteed as to accuracy or completeness. This Presentation is for information only and does not constitute an offer to sell or a solicitation to buy the securities referred to herein. No securities regulator or stock exchange has reviewed or accepted responsibility for the adequacy or accuracy of this Presentation. All figures in United States dollars unless indicated otherwise. This Presentation contains certain “forward looking statements” and “forward-looking information”, as defined under applicable United States and Canadian securities laws, concerning anticipated developments and events that may occur in the future. Forward-looking statements contained in this news release include, but are not limited to, statements with respect to the Company’s aircraft fleet size, the destinations that the Company intends to service, the expected delivery timelines for aircraft, future demand for block hours, increases in flight activity, expected future revenues, timing for freighter certification and launch of cargo operations, details regarding additional aircraft acquisitions and future profitability. In certain cases, forward-looking statements can be identified by the use of words such as plans , expects budget , scheduled , estimates , forecasts , intends , anticipates or or variations of such words and phrases or statements that certain actions, events or results may , could , would , might or will be taken , occur or be achieved suggesting future outcomes, or other expectations, beliefs, plans, objectives, assumptions, intentions or statements about future events or performance. Forward-looking statements contained in this news release is based on certain factors and assumptions regarding, among other things, the receipt of financing to continue airline operations, the accuracy, reliability and success of GlobalX’s business model; GlobalX’s ability to accurately forecast demand; the timely receipt of governmental approvals; the success of airline operations of GlobalX; GlobalX’s ability to successfully enter new geographic markets; the legislative and regulatory environments of the jurisdictions where GlobalX will carry on business or have operations; the Company has or will have sufficient aircraft to provide the service; the impact of competition and the competitive response to GlobalX’s business strategy; the future price of fuel, and the availability of aircraft. While the Company considers these assumptions to be reasonable based on information currently available to it, they may prove to be incorrect. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include risks related to, the ability to obtain financing at acceptable terms, the impact of general economic conditions, risks related to supply chain and labour disruptions, failure to retain or obtain sufficient aircraft, domestic and international airline industry conditions, the effects of increased competition from our market competitors and new market entrants, passenger demand being less than anticipated, the impact of the global uncertainty created by COVID-19, future relations with shareholders, volatility of fuel prices, increases in operating costs, terrorism, pandemics, natural disasters, currency fluctuations, interest rates, risks specific to the airline industry, risks associated with doing business in foreign countries, the ability of management to implement GlobalX’s operational strategy, the ability to attract qualified management and staff, labour disputes, regulatory risks, including risks relating to the acquisition of the necessary licenses and permits; risks related to significant disruption in, or breach in security of GlobalX’s information technology systems and resultant interruptions in service and any related impact on its reputation; and the additional risks identified in the Risk Factors section of the Company's reports and filings with applicable Canadian securities regulators and the U.S. Securities and Exchange Commission. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those described in the forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking statements. The forward-looking statements are made as of the date of this news release. Except as required by applicable securities laws, the Company does not undertake any obligation to publicly update any forward-looking statements. If GlobalX does update one or more forward-looking statements, no inference should be made that it will make additional updates with respect to those or other forward-looking statements. This Presentation also contains future-oriented financial information and financial outlook information (collectively, “FOFI”) about the pro forma revenue of the resulting issuer which are subject to the same assumptions, risk factors, limitations and qualifications as set forth in the above paragraphs. FOFI contained in this Presentation was made as of the date of this Presentation and was provided for the purpose of providing further information about Global’s anticipated future business operations. Global disclaims any intention or obligation to update or revise any FOFI contained in this Presentation, whether as a result of new information, future events or otherwise, unless required pursuant to applicable law. FOFI contained in this Presentation should not be used for purposes other than for which it is disclosed herein. Such future-oriented production information is provided for the purpose of providing information about management's current expectations and plans relating to the future. Readers are cautioned that such outlook or information should not be used for purposes other than for which it is disclosed in this Presentation. Use of Projections. The financial projections, estimates and targets in this Presentation are forward-looking statements that are based on assumptions that are inherently subject to significant uncertainties and contingencies, many of which are beyond GlobalX’s control. While all financial projections, estimates and targets are necessarily speculative, GlobalX believes that the preparation of prospective financial information involves increasingly higher levels of uncertainty the further out the projection, estimate or target extends from the date of preparation. The assumptions and estimates underlying the projected, expected or target results are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the financial projections, estimates and targets. The inclusion of financial projections, estimates and targets in this Presentation should not be regarded as an indication that GlobalX, or its representatives, considered or consider the financial projections, estimates and targets to be a reliable prediction of future events. • p p2 2. .
• CEO State of play Agenda • Finance Review • Aircraft delivery update • Key achievements to date p p3 3. .
Revenue: $30.1M Net income: $163k Key Financial Operating Income: $795k highlights EBITDA: $1M EBITDAR: $5M (all USD) Cash on hand 9/30: $7.4M Nine Month Revenue: $64.6M Reaffirming base case 2022 revenues: $90 Million+ p p4 4. .
in [000] Q3 2022 (Actual) Q2 2022 (Actual) ($) (%) Operating Revenue 30, 790 17, 442 13,348 77% Operating Expense Salaries, Wages & Benefits 7,713 7,264 449 6% Aircraft Fuel 7,765 4,387 3,378 77% Q3 22 Actual Maintenance, materials and repairs 1,218 1,056 162 15% Depreciation and amortization 194 80 114 143% Vs Q2 22 Ground and aviation services 4,632 2,545 2,087 82% Travel 1,079 803 276 34% Actual Insurance 947 909 38 4% Aircraft Rent 3,958 3,834 124 3% Other 2,489 3,099 (610) -20% Total Operating Expenses 29,995 23,977 6,018 25% Operating Income 795 (6,535) 7,330 -112% p p5 5. .
Significant growth trend continues p p6 6. .
p p7 7. .
• Profitability within 1 year of operations • Only $6M in debt • Recession proof customer portfolio Key – Sports teams Achievements – Government flights – Department of Defense (certification in progress) • First cargo aircraft fully booked – Second and third aircraft close to signing p p8 8. .