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): August 11, 2023
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)) |
| --- | --- |
Securities registered pursuant to Section 12(g) of the Act:
| Title of each class | Trading<br> <br>Symbol(s) | Name of each exchange<br> <br>on which registered |
|---|---|---|
| Common stock, par value $0.001 per share | JETMF | OTCQB |
| Class B common stock, par value $0.001 per share | JET.B | NEO Exchange |
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 August 9, 2023, the Company issued a press release announcing its financial results for the six months ended June 30, 2023. A copy of the press release is attached as Exhibit 99.1.
| Item 7.01 | Regulation FD Disclosure. |
|---|
On August 9, 2023, representatives of the Company made presentations to investors using slides containing the information attached to this Current Report on Form 8-K as Exhibit 99.2 (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 August 9, 2023 |
| 99.2 | Investor Presentation Slideshow in use beginning August 9, 2023 |
| 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: August 11, 2023 | 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 $31.5M in Revenue for Q2
with Adjusted EBITDAR of $5.3M
Updates Revenue Forecast to $150M in 2023
August 9, 2023
MIAMI, FL (GLOBE NEWSWIRE) — Global Crossing Airlines Group, Inc. (JET: NEO; JET.B: NEO; JETMF: OTCQB) (the “Company” or “GlobalX”) today reported second quarter 2023 financial results. All figures are in United States dollars and prepared in accordance with U.S. GAAP.
Second Quarter 2023 Financial Results
Total operating revenue for Q2 2023 was $31.5 million. This represents an increase of $14 million or 80.5% when compared to Q2 2022. In addition, GlobalX operated 3,585 revenue block hours in Q2 2023 representing an 70% increase over the number of block hours operated in Q2 2022. This also compares favorably to 3,134 block hours operated in Q1 2023, an increase of 14%.
Q2 2023 results on an Adjusted EBITDAR^(1)^ basis were $5.3 million, an Adjusted EBITDA^(1)^ basis of approximately ($1.5) million and Adjusted EPS^(1)^ of $(0.05). On a year over year basis the Company saw revenue increase by 80%, while costs only increased by 59%; driving substantial margin improvements as it ramps up to the scale required to generate sustainable and consistent profits.
The Company’s financial results were negatively impacted by a number of factors, including: (i) accelerated cockpit crew hiring and training to prepare for a busy 2023 summer schedule resulting in an increase of approximately $4.2 million in training expenses; (ii) continued delay in delivery of the Company’s second A321 freighter which resulted in lost ACMI revenue of approximately $2.4 million; and (iii) continued MRO delays in completing scheduled maintenance heavy checks on two of the Company’s A320s which resulted in 26% of the Company’s aircraft not being available for operations over the course of the quarter.
Ed Wegel, Chair and CEO of the Company stated “We made great progress in Q2 putting in place the people, systems and training for both the summer flying and to be prepared for the delivery of six additional aircraft in the second half of this year. This has allowed us to fly 2,538 block hours in July and keeps us on track to meet our block hour and revenue goals for the year. We have put systems and procedures in place to reduce the industry wide delays at MROs which will increase available aircraft time, and reduce freighter conversion time. Two of our next 4 freighters have already been converted to cargo, which will eliminate the delivery delays we experienced on our first two freighters.”
Q2 Highlights
| • | Signed LOIs for two A320 passenger aircraft and two A321 freighters |
|---|---|
| • | Recruited hired and trained 35 pilots, with an additional 22 in training which started in the quarter and 36<br>flight attendants |
| --- | --- |
| • | The Company received its United Kingdom (UK) TCO |
| --- | --- |
| • | Flew 250 block hours under a wet lease to Wizz, one of the leading ULCCs in Europe |
| --- | --- |
| • | Started flying a wet lease contract with Lynx Air in Canada |
| --- | --- |
| • | A second A321 freighter entered revenue service in late June |
| --- | --- |
Liquidity
GlobalX ended the quarter with $8.4M in cash and restricted cash which is up 53% from the amount of cash and restricted cash available at December 31, 2022.
2023 Update and Outlook
Q3 Update
| • | Will take delivery of one A319, one A320 and one A321 freighter |
|---|---|
| • | Will complete the financing and sign the lease for the maintenance facility to be built at Ft. Lauderdale<br>Int’l Airport |
| --- | --- |
| • | Projected to fly over 6,000 block hours in the quarter |
| --- | --- |
| • | Signed LOI for two additional A321 freighters for delivery this year |
| --- | --- |
Guidance items provided in this release are based on Company’s current estimates and are not a guarantee of future performance. The Company expects to operate over 6,000 block hours in Q3 and is increasing its revenue guidance for 2023 to $150 million, a 54% increase over 2022. Currently $112 million of this revenue, or approximately 75%, is contracted. The Company is currently bidding on average $2M worth of contracts a day and has a current pipeline of potential contracts for 2023 of approx. $50M.
To support this growth, the Company is looking to take delivery of three more passenger aircraft in 2023 (August, October and December), plus up to four more A321F aircraft. To date for all of 2023, the Company has contracted for 13,629 block hours and expect to contract an additional 7,000 hours subject to actual aircraft delivery dates. This compares to 10,615 block hours contracted in all of 2022.
| (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 August 9th, 2023 to provide a business update and discuss the Q2 results.
When: August 9, 2023, 01:00 PM Eastern Time (US and Canada)
Topic: Global Crossing Airlines – Q2 2023 Earnings Release & Management Update
Register in advance for this webinar:
https://us02web.zoom.us/webinar/register/WN_EyGijbQ9TcK0ycAng_UvKQ#/registration
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
| June 30,<br>2023(Unaudited) | December 31,2022<br>**** | |||||
|---|---|---|---|---|---|---|
| Current Assets | ||||||
| Cash and cash equivalents | $ | 4,157,386 | $ | 1,875,673 | ||
| Restricted cash | $ | 4,268,749 | $ | 3,585,261 | ||
| Accounts receivable, net of allowance | $ | 5,496,021 | $ | 2,664,174 | ||
| Prepaid expenses and other current assets | $ | 2,913,836 | $ | 2,193,449 | ||
| Current assets held for sale | $ | 704,777 | $ | 1,405,741 | ||
| Total Current Assets | $ | 17,540,769 | $ | 11,724,298 | ||
| Property and equipment, net | $ | 3,105,637 | $ | 2,441,288 | ||
| Finance leases, net | $ | 3,826,247 | $ | 2,710,899 | ||
| Operating lease<br>right-of-use assets | $ | 61,602,362 | $ | 27,952,609 | ||
| Deposits and other assets | $ | 9,033,168 | $ | 6,334,878 | ||
| Total Assets | $ | 95,108,183 | $ | 51,163,973 | ||
| Current liabilities | ||||||
| Accounts payable | $ | 9,913,030 | $ | 4,997,080 | ||
| Accrued liabilities | $ | 13,122,583 | $ | 9,458,629 | ||
| Deferred revenue | $ | 7,778,549 | $ | 3,200,664 | ||
| Customer deposits | $ | 5,875,991 | $ | 1,617,337 | ||
| Current portion of notes payable | $ | 8,507,869 | $ | 1,810,468 | ||
| Current portion of long-term operating leases | $ | 9,148,095 | $ | 6,445,915 | ||
| Current portion of finance leases | $ | 488,342 | $ | 335,527 | ||
| Total current liabilities | $ | 54,834,459 | $ | 27,865,621 | ||
| Other liabilities | ||||||
| Note payable | $ | 596,572 | $ | 5,081,294 | ||
| Long-term operating leases | $ | 54,465,291 | $ | 23,189,835 | ||
| Other liabilities | $ | 3,307,364 | $ | 2,282,892 | ||
| Total other liabilities | $ | 58,369,227 | $ | 30,554,020 | ||
| Commitments and Contingencies | $ | — | $ | — | ||
| Equity (Deficit) | ||||||
| Common stock - $.001 par value; 200,000,000 authorized; 57,307,695 and 53,440,482 issued and<br>outstanding as of June 30, 2023 and December 31, 2022, respectively | $ | 57,308 | $ | 53,440 | ||
| Additional paid-in capital | $ | 33,473,220 | $ | 30,774,197 | ||
| Retained deficit | $ | (51,626,030 | ) | $ | (38,083,304 | ) |
| Total stockholders’ equity (Deficit) | $ | (18,095,502 | ) | $ | (7,255,667 | ) |
| Total Liabilities and Equity (Deficit) | $ | 95,108,183 | $ | 51,163,973 |
See accompanying notes to condensed consolidated financial statements.
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GLOBAL CROSSING AIRLINES GROUP INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
| Three<br>MonthsEndedJune 30,<br>2023 | Three<br>MonthsEndedJune 30,<br>2022 | Six MonthsEnded<br>June 30,<br>2023 | Six MonthsEnded<br>June 30,<br>2022 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Operating Revenue | $ | 31,475,076 | $ | 17,441,980 | $ | 63,625,630 | $ | 33,821,992 | ||||
| Operating Expenses | ||||||||||||
| Salaries, Wages, & Benefits | 12,139,960 | 7,251,870 | 23,307,554 | 13,116,732 | ||||||||
| Aircraft Fuel | 6,087,480 | 4,387,135 | 14,036,442 | 7,637,689 | ||||||||
| Maintenance, materials and repairs | 1,766,857 | 964,352 | 3,325,581 | 2,155,175 | ||||||||
| Depreciation and amortization | 443,016 | 79,898 | 886,155 | 103,212 | ||||||||
| Contracted ground and aviation services | 5,201,126 | 3,087,023 | 10,053,937 | 6,037,266 | ||||||||
| Travel | 1,346,980 | 830,208 | 3,600,813 | 2,125,530 | ||||||||
| Insurance | 1,245,258 | 909,181 | 2,370,117 | 1,766,450 | ||||||||
| Aircraft Rent | 6,830,359 | 3,834,230 | 12,474,387 | 7,193,904 | ||||||||
| Other | 3,190,502 | 2,629,323 | 5,994,566 | 4,980,561 | ||||||||
| Total Operating Expenses | 38,251,539 | 23,973,220 | 76,049,552 | 45,116,519 | ||||||||
| Operating Loss | (6,776,462 | ) | (6,531,240 | ) | (12,423,922 | ) | (11,294,527 | ) | ||||
| Non-Operating Expenses | ||||||||||||
| Interest Expense | 694,560 | 234,417 | 1,118,806 | 250,631 | ||||||||
| Total Non-Operating Expenses | 694,560 | 234,417 | 1,118,806 | 250,631 | ||||||||
| Loss before income taxes | (7,471,022 | ) | (6,765,657 | ) | (13,542,728 | ) | (11,545,158 | ) | ||||
| Income tax expense | — | — | — | — | ||||||||
| Net Loss | (7,471,022 | ) | (6,765,657 | ) | (13,542,728 | ) | (11,545,158 | ) | ||||
| Loss per share: | ||||||||||||
| Basic | $ | (0.13 | ) | $ | (0.13 | ) | $ | (0.24 | ) | $ | (0.22 | ) |
| Diluted | $ | (0.13 | ) | $ | (0.13 | ) | $ | (0.24 | ) | $ | (0.22 | ) |
| Weighted average number of shares outstanding | 56,857,629 | 51,505,095 | 55,680,815 | 51,373,939 | ||||||||
| Fully diluted shares outstanding | 56,857,629 | 51,505,095 | 55,680,815 | 51,373,939 |
See accompanying notes to condensed consolidated financial statements.
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GLOBAL CROSSING AIRLINES GROUP INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(UNAUDITED)
| CommonStockNumber ofShares | Amount | AdditionalPaid inCapital | RetainedDeficit | Total | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 | |||||||
| Warrants issued | — | — | — | — | — | |||||||
| Share based compensation on stock options or RSUs | — | — | 343,007 | — | 343,007 | |||||||
| Subscription receivable | — | — | — | — | — | |||||||
| 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 | ) |
| CommonStockNumber ofShares | Amount | AdditionalPaid inCapital | RetainedDeficit | Total | ||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Beginning – January 1, 2023 | **** | 53,440,482 | $ | 53,440 | $ | 30,774,197 | $ | (38,083,304 | ) | $ | (7,255,667 | ) |
| Issuance of shares – options exercised | 150,000 | 150 | 67,106 | — | 67,256 | |||||||
| Issuance of shares - warrants exercised | 2,499,453 | 2,499 | 1,133,802 | — | 1,136,301 | |||||||
| Issuance of shares - share based compensation on RSUs | 208,416 | 208 | 500,421 | — | 500,629 | |||||||
| Loss for the period | — | — | — | (6,071,704 | ) | (6,071,704 | ) | |||||
| Ending – March 31, 2023 | **** | 56,298,351 | $ | 56,297 | $ | 32,475,526 | $ | (44,155,008 | ) | $ | (11,623,185 | ) |
| Issuance of shares – options exercised | — | — | — | — | — | |||||||
| Issuance of shares - warrants exercised | 227,630 | 228 | 221,434 | — | 221,662 | |||||||
| Issuance of shares - share based compensation on RSUs | 481,593 | 482 | 577,580 | — | 578,062 | |||||||
| Issuance of shares - ESPP | 300,121 | 301 | 198,680 | — | 198,981 | |||||||
| Loss for the period | — | — | — | (7,471,022 | ) | (7,471,022 | ) | |||||
| Ending – June 30, 2023 | **** | 57,307,695 | $ | 57,308 | $ | 33,473,220 | $ | (51,626,030 | ) | $ | (18,095,502 | ) |
See accompanying notes to condensed consolidated financial statements.
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GLOBAL CROSSING AIRLINES GROUP INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| For The Six Months EndedJune 30, | ||||||
|---|---|---|---|---|---|---|
| 2023 | 2022 | |||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||
| Net loss | $ | (13,542,728 | ) | $ | (11,545,158 | ) |
| Adjustments to reconcile net loss to net cash (used in) operating activities: | ||||||
| Depreciation | **** | 893,988 | **** | **** | 103,210 | **** |
| Bad debt expense (recovery) | **** | (17,540 | ) | **** | 51,356 | **** |
| Gain on sale of spare parts | **** | (107,117 | ) | **** | — | **** |
| Amortization of debt issue costs | **** | 530,729 | **** | **** | — | **** |
| Amortization of operating lease right of use asset | **** | 3,646,948 | **** | **** | 1,913,191 | **** |
| Share-based payments | **** | 1,108,538 | **** | **** | 725,619 | **** |
| Foreign exchange loss | **** | 1,200 | **** | **** | 4,652 | **** |
| Loss on sale of property | **** | 135,772 | **** | **** | — | **** |
| Interest on finance leases | **** | 202,064 | **** | **** | — | **** |
| Changes in assets and liabilities | ||||||
| Accounts receivable | **** | (2,931,205 | ) | **** | (488,316 | ) |
| Assets held for sale | **** | 700,964 | **** | **** | — | **** |
| Prepaid expenses and other current assets | **** | (684,068 | ) | **** | (563,886 | ) |
| Accounts payable | **** | 4,767,261 | **** | **** | 1,362,684 | **** |
| Accrued liabilities and other liabilities | **** | 12,344,141 | **** | **** | 3,614,574 | **** |
| Operating lease obligations | **** | (3,668,823 | ) | **** | (1,387,700 | ) |
| Other liabilities | **** | 232,457 | **** | **** | — | **** |
| Net cash provided (used) in operating activities | **** | 3,612,581 | **** | **** | (6,209,774 | ) |
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||
| Purchases of property and equipment | **** | (1,068,839 | ) | **** | (863,775 | ) |
| Deposits, deferred costs and other assets | **** | (2,969,133 | ) | **** | (1,889,235 | ) |
| Net cash used in investing activities | **** | (4,037,972 | ) | **** | (2,753,010 | ) |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||
| Payments to related party | **** | — | **** | **** | (197,558 | ) |
| Principal payments on finance leases | **** | (220,895 | ) | **** | — | **** |
| Proceeds on issuance of shares | **** | 1,594,353 | **** | **** | 644,242 | **** |
| Proceeds from note payable | **** | 2,017,134 | **** | **** | 5,925,529 | **** |
| Net cash provided by financing activities | **** | 3,390,592 | **** | **** | 6,372,213 | **** |
| Net increase (decrease) in cash, cash equivalents and restricted cash | **** | 2,965,201 | **** | **** | (2,590,571 | ) |
| Cash, cash equivalents and restricted cash - beginning of the period | **** | 5,460,934 | **** | **** | 7,994,001 | **** |
| Cash, cash equivalents and restricted cash - end of the period | $ | 8,426,135 | **** | $ | 5,403,430 | **** |
| Non-cash transactions | ||||||
| Right-of-use<br>(ROU) assets acquired through operating leases | $ | 37,296,700 | **** | **** | 5,390,848 | **** |
| Equipment acquired through finance leases | **** | 1,334,004 | **** | **** | — | **** |
| Note Payable reductions through accounts receivable from sale of Assets held for sale | **** | 336,385 | **** | **** | — | **** |
| Cash paid for | ||||||
| Interest | $ | 472,572 | **** | **** | 15,665 | **** |
| Taxes | **** | — | **** | **** | — | **** |
See accompanying notes to condensed consolidated financial statements.
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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.
| EBITDAR Reconciliation | Three MonthsEndedJune 30, 2023 | Three MonthsEndedJune 30, 2022 | Six MonthsEnded<br>June 30, 2023 | Six MonthsEnded<br>June 30, 2022 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Operating Loss | $ | (6,776,463 | ) | $ | (6,531,240 | ) | $ | (12,423,922 | ) | $ | (11,294,527 | ) |
| Depreciation and amortization | 443,016 | 79,898 | 886,155 | 103,212 | ||||||||
| EBITDA | **** | (6,333,447 | ) | **** | (6,451,342 | ) | **** | (11,537,767 | ) | **** | (11,191,315 | ) |
| Share-based compensation | 607,908 | 359,265 | 1,108,538 | 725,619 | ||||||||
| Aircraft Cargo Pilots Training and Excess Wages | 4,200,000 | 2,080,800 | 5,635,433 | 3,664,114 | ||||||||
| A321F lease accounting adj | — | — | 240,000 | — | ||||||||
| Adjusted EBITDA | **** | (1,525,539 | ) | **** | (4,011,277 | ) | **** | (4,553,796 | ) | **** | (6,801,583 | ) |
| Aircraft Rent | 6,830,359 | 3,834,230 | 12,474,387 | 7,193,904 | ||||||||
| Adjusted EBITDAR | $ | 5,304,820 | **** | $ | (177,047 | ) | $ | 7,920,592 | **** | $ | 392,322 | **** |
| Reconciliation of Net Loss to Adjusted EPS | Three MonthsEndedJune 30, 2023 | Three MonthsEndedJune 30, 2022 | Six MonthsEnded<br>June 30, 2023 | Six MonthsEnded<br>June 30, 2022 | ||||||||
| Net Loss | $ | (7,471,022 | ) | $ | (6,765,657 | ) | $ | (13,542,728 | ) | $ | (11,545,158 | ) |
| Share-based compensation | 607,908 | 359,265 | 1,108,538 | 725,619 | ||||||||
| Aircraft Cargo Pilots Training and Excess Wages | 4,200,000 | 2,080,800 | 5,635,433 | 3,664,114 | ||||||||
| A321F lease accounting adj | — | — | 240,000 | — | ||||||||
| Adjusted Net Loss | $ | (2,663,114 | ) | $ | (4,325,592 | ) | $ | (6,558,757 | ) | $ | (7,155,426 | ) |
| Weighted average number of shares outstanding | **** | 56,857,629 | **** | **** | 51,505,095 | **** | **** | 55,680,815 | **** | **** | 51,373,939 | **** |
| Adjusted EPS | $ | (0.05 | ) | $ | (0.08 | ) | $ | (0.12 | ) | $ | (0.14 | ) |
| JET: NEO | www.globalairlinesgroup.com | Page 7 of 8 | ||||||||||
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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. GlobalX is also now operating ACMI cargo service flying the A321 freighter. 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 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 theCompany’s aircraft fleet size, 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, expectationsrelated to future debt or equity financing and contracted revenue.
In certain cases, forward-looking statements can be identified by the use ofwords such as “plans”, “expects” “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or variations of such words and phrases or statements thatcertain 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 tocontinue 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 subjectto LOI; 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 GlobalXwill 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 theavailability 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 achievementsof 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, theimpact of general economic conditions, risks related to supply chain and labor disruptions, failure to retain or obtain sufficient aircraft, domestic and international airline industry conditions, failure to conclude definitive agreements fortransactions subject to LOI, 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 byCOVID-19, future relations with shareholders, volatility of fuel prices, increases in operating costs, terrorism, pandemics, natural disasters, currency fluctuations, interest rates, risks specific to theairline 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, 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 security of GlobalX’s information technology systems and resultant interruptions in service and anyrelated 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 Companydoes 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 otherforward-looking statements.
| JET: NEO | www.globalairlinesgroup.com | Page 8 of 8 |
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EX-99.2
Exhibit 99.2 Q2 Investor Update th August 9 , 2023 NEO:JET | NEO: JET.B
| OTCQB:JETMF
AGENDA 1. AXAR FINANCING 2. Q2 COMMENTARY 3. Q2 2023 FINANCIAL RESULTS 4. 2023 OUTLOOK 5. FLEET UPDATE 6. CARGO 7. INVESTOR UPDATE
ALL $USD AXAR FINANCING • Company needed capital to achieve its goals • Did not want to sell equity at current valuations and take a large amount of dilution • Wanted to find a partner which understands the business and was willing to provide the capital needed to grow • Current market conditions for all micro cap companies are very challenging • Axar is a knowledgeable partner which will help us achieve our very aggressive growth targets Key Deal Terms: • $35M loan, repayable in 6 years with the ability to repay in as few as 2 years • 15% interest rate, 1.75% OID • 10 Million warrants priced at $1 • Semi annual interest payments
Q2 HIGHLIGHTS • Signed LOIs for 2 A320 passenger aircraft and 2 A321 freighters • Recruited hired and trained 35 pilots, with an additional 22 in training which started in the quarter and 36 flight attendants • Received our United Kingdom (UK) TCO • Flew 250 block hours under a wet lease to Wizz, one of the leading ULCCs in Europe • Started flying a wet lease contract with Lynx Air in Canada
GLOBALX ARRIVALS | COUNTRIES | CITIES INTERNATIONAL FLIGHTS FLOWN SINCE AUGUST 1, 2022 ARRIVALS 2500 COUNTRIES 51 CITIES 116
Q2 2023 RESULTS EBITDAR Revenue of $31.5M Earnings Before Interest, Taxes, Actual EBITDA of ($6.3M) Depreciation, Amortization and Rent Adjusted EBITDA of ($1.5M)* Key metric in aviation to properly compare Actual EBITDAR of $498k* airlines who purchase aircraft vs lease aircraft Adjusted EBITDAR of $5.2M* Root Causes EBITDA IMPACT -5.1 Aircraft months lost to maintenance and deliver delays $1.3M impact -Freighter delivery delays - $1.5M impact th -Second freighter delayed to June 20 -Accelerated crew training required for summer $4.2M impact -Zero ICE work $1M impact -Gain on sale from parts program below budget $300k impact $8.3m Total Impact ** Adjusted for $607k in share based compensation, $4.2M for pilot training in excess of current requirements
Q2 2023 RESULTS – Improving Margins Three Three Three Months Ended Months Months Six Months Six Months June 30, Ended Ended Ended Ended Operating Fleet 2023 2022 Inc/(Dec) June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 A320 8.0 5.3 2.7 Operating Revenue $ 31,475,076 $ 17,441,980 $ 63,625,630 $ 33,821,992 A321 2.7 1.0 1.7 Operating Expenses Total Operating Average Aircraft Salaries, Wages, & Benefits 12,139,961 7,251,870 23,307,554 13,116,732 Equivalents 10.7 6.3 4.4 Aircraft Fuel 6,087,480 4,387,135 14,036,442 7,637,689 Net Aircraft Available 7.8 5.9 2.0 Maintenance, materials and repairs 1,766,857 964,352 2,859,904 2,155,175 Total Block Hours 3,585 2,108 1,477 Depreciation and amortization 443,016 79,898 886,155 103,212 Average Utilization per available aircraft 457.9 358.5 99.4 Contracted ground and aviation services 5,201,126 3,087,023 9,994,254 6,037,266 Travel 1,346,980 830,208 3,600,813 2,125,530 Insurance 1,054,425 909,181 2,370,117 1,766,450 Key Takeaways: Aircraft Rent 6,830,359 3,834,230 12,474,387 7,193,904 Other 3,381,335 2,629,323 6,402,458 4,980,561 Q2 2023 vs Q2 2022 Total Operating Expenses 38,251,540 23,973,220 75,932,083 45,116,519 Operating Loss (6,776,463) (6,531,240) (12,306,453) (11,294,527) Non-Operating Expenses Revenue grew 80% Interest Expense 694,560 234,417 1,236,275 250,631 Costs only increased Total Non-Operating Expenses 694,560 234,417 1,236,275 250,631 Loss before income taxes (7,471,023) (6,765,657) (13,542,728) (11,545,158) 59% Income tax expense — — — — Net Loss (7,471,023) (6,765,657) (13,542,728) (11,545,158) Loss per share: Available aircraft grew Basic $ (0.13) $ (0.13) $ (0.24) $ (0.22) 33% Diluted $ (0.13) $ (0.13) $ (0.24) $ (0.22) Block hours increased Weighted average number of shares outstanding 56,857,629 51,505,095 55,680,815 51,373,939 Fully diluted shares outstanding 56,857,629 51,505,095 55,680,815 51,373,939 70%
Q3 HAS STARTED STRONG Total BLH per/Month Avg BLH per/AC 231 2,538 150 131 1,439 120 118 1,353 116 117 115 114 105 103 1,174 97 92 1,045 973 911 823 839 802 734 736 719 Pilot Pool Net AC Days per/Month 38 50 37 39 37 35 36 327 20 13 13 30 30 20 275 242 242 243 231 77 218 220 72 204 197 198 68 193 65 48 139 45 47 46 44 43 39 33 34 Pilot Pool Active Pilot Pool In-Training Net AC Days Gross AC Days
OUTLOOK 2023 • Increasing 2023 revenue forecast $150+ Million with over 75% contracted • Over $50m in identified targets/outstanding quotes for August - December • 13,629 hours contracted for 2023 to date with the potential to contract up to 7,000 additional hours depending on aircraft delivery dates o This compares to 10,615 total hours contracted in 2022 • 2023 fleet size target @ year end o Passenger –12 aircraft o Cargo – 6 aircraft
N285GX READY TO BE DELIVERED
AIRCRAFT DELIVERY PLAN Base Plan 1. N837VA - A320P - #9 – Delivered 2. N411GX - A321F - #2 – Delivered Current Plan 1. N285GX - A319P - #10 – August 2. N412GX - A321F - #3 – late Q3 3. N288GX – A320P - #11 – Q4 4. N453GX – A321F - #4 – Q4 5. N454GX – A321F - #5 – Q4 6. N436GX – A321F - #6 – Q4 7. N289GX – A320 - #12 – Q4
CARGO • Two freighters are operating today and are fully sold We are developing distinct business lines for the A321 Freighter: # of Aircraft US Government – 2 Miami - Caribbean – 1 Miami – Central America – 1 Ascent Automotive/Manufacturing – 1 Latin America - Colombia AOC – 1 Spare/additional capacity for all business lines – 1 Total: 7 All A321 Freighter deliveries in 2023 have been allocated to business lines/customers
UPLISTING CAP TABLE COMMON 38,875,739 NEO:JET | NEO: JET.B |
OTCQB:JETMF CLASS A 5,537,313 • With the Axar financing there is no pressing CLASS B 13,046,309 need to raise capital • We have the option to of determine when the Apr 28, 2021 7,537,313 1.50 29-Apr-26 best time to uplist based on market conditions, Equity Financing Mar 28, 2022 share price and financial performance 4,838,707 1.24 28-Mar-24 Debenture Financing • CEO/CFO investing time marketing several August 2, 2022 Note 10,000,000 1.00 30-Jun-30 Offering institutional investors to garner interest in the company in anticipation on an uplisting Total Options 470,668 Total RSUs 5,199,589 Total Outstanding Shares 57,459,361 Fully Diluted 85,505,638