8-K
Global Crossing Airlines Group Inc. (JETMF)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, 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): November 08, 2023 |
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GLOBAL CROSSING AIRLINES GROUP INC.
(Exact name of Registrant as Specified in Its Charter)
| Delaware | 000-56409 | 85-0655281 |
|---|---|---|
| (State or Other Jurisdiction<br>of Incorporation) | (Commission File Number) | (IRS Employer<br>Identification No.) |
| 4200 NW 36th Street, Building 5A<br><br>Miami International Airport | ||
| Miaimi, Florida | 33166 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
| Registrant’s Telephone Number, Including Area Code: 786 751-8503 | ||
| --- |
(Former Name or Former Address, if Changed Since Last Report)
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(b) of the Act:
| Title of each class | Trading<br>Symbol(s) | Name of each exchange 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 November 8, 2023, the Company issued a press release announcing its financial results for the nine months ended September 30, 2023. A copy of the press release is attached as Exhibit 99.1.
Item 7.01 Regulation FD Disclosure.
On November 8, 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 Financial Statements and Exhibits.
99.1 Press release of the Company, dated November 8, 2023
99.2 Investor Presentation Slideshow in use beginning November 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: | November 8, 2023 | By: | /s/ Edward J. Wegel |
| Name:<br><br>Title: | Edward J. Wegel<br>Chief Executive Officer |
EX-99.1
| Exhibit 99.1 |
|---|
NEWS RELEASE
Global Crossing Airlines Achieves Record Third Quarter Revenues and EBITDAR
Reaffirms 2023 Revenue Guidance of $150+M (USD)
Focused On Sustained Profitability
November 8, 2023
MIAMI, FL (GLOBE NEWSWIRE) -- Global Crossing Airlines Group, Inc. (JET: NEO; JET.B: NEO; JETMF: OTCQB) (the “Company” or “GlobalX”) today reported third quarter 2023 financial results, which saw accelerating positive financial and operational growth. All figures are in United States dollars and prepared in accordance with U.S. GAAP.
Third Quarter 2023 Highlights and Financial Results
• Revenues $42.6 Million,
• EBITDAR $7.6 Million,
• Block Hours flown increases 173% over Q2 2022,
• Aircraft Utilization jumps 50%,
• Pilot count rises to 125.
“GlobalX had another record quarter and achieved a new high in block hours operated and reported revenue during the busy summer season,” said Ed Wegel, Chair and Chief Executive Office of GlobalX. “Total revenue was up 38% versus the third quarter of 2022 with a GAAP operating loss of $2.3M, which is $4.4M reduction compared to the second quarter of 2023. GlobalX has made great progress towards the goal of sustained profitability through the growth of our fleet and scaling of our operations. The fleet is now at 10 passenger and 3 cargo aircraft with four additional planned aircraft to be added in Q4, which will underpin double-digit growth planned for 2024.”
GlobalX operated 6,487 revenue block hours in Q3 2023 representing an 173% increase over the 2,380 block hours operated in Q3 2022. This also compares favorably to 3,585 block hours operated in Q2 2023, an increase of 80%. Q3 2023 EBITDAR(1) on an unadjusted basis was $7.6 million, EBITDA(1) was ($1.7) million and EPS(1) was $(0.08). Q3 2023 Adjusted EBITDAR(1) was $8.2 million, Adjusted EBITDA(1) was ($1.2) million and Adjusted EPS(1) was $(0.08).
The revenues generated during Q3 allowed the Company to accelerate pilot hiring and training with approximately $5.75 million of direct costs spent in the third quarter on hiring and training new pilots required to crew the additional aircraft to be delivered through year end. This continued spend is critical to the future of the airline as these crews will serve as the backbone of the operation as new aircraft are delivered. GlobalX has determined going forward it is important to highlight the money being spent on new pilot hiring and training, which is reflected in our operating expenses, but will no longer present an adjusted earnings number excluding these amounts.
Ed Wegel, Chair and CEO of the Company stated “We achieved several important milestones in the third quarter of 2023. We closed a $35 million debt facility which will fund our rapid growth of operations and facilitate working capital needs in 2024 and beyond. Hiring and training in key operational groups in preparation for the delivery of four potential additional aircraft in the fourth quarter of this year. We achieved vastly improved operational efficiency evidenced by the improvement in aircraft utilization by 50%. The Company has more than 3,800 block hours contracted for Q4 of 2023 and anticipate operating over 6,000 hours in the quarter, which keeps us on track to meet our block hour and revenue goals for the year.”
Q3 Highlights
• Closed a $35 million debt facility with Axar Capital
• Signed LOIs for two A320 passenger aircraft and one A321 passenger aircraft.
• Increased our pilot headcount from 60 to 120, providing us four crews per aircraft.
• Flew over 1800 block hours under a wet lease for TUI, one of the largest leisure carriers in Europe.
• Took delivery of one A319 to be used primarily in 68 seat VIP configuration
• Significant increase in government flying across all agencies
• A third A321 freighter was delivered in late September.
• Completed the financing and signed the lease for the maintenance facility to be built at Ft. Lauderdale Int’l Airport, at an approximate cost of $27 million.
Liquidity
GlobalX ended the quarter with $17.3M in cash and restricted cash which is up 46% from the amount of cash and restricted cash available on December 31, 2022.
2023 Update and Outlook
Q4 Update
• Expected to take delivery of two A320 passenger aircraft, one in November and one in December.
• Expected to take delivery of two A321 freighter aircraft in December.
• Projected to fly over 6,000 block hours in the quarter.
Guidance items provided in this release are based on Company’s current estimates and are not a guarantee of future performance. As of November 2, 2023 the Company has flown or contracted approximately 17,000 block hours and expects to contract an additional 1,800 block hours subject to actual aircraft delivery dates. This compares to 10,615 block hours contracted for the full year 2022. Revenue guidance for 2023 remains $150 million, a 54% increase over 2022. Currently $143 million of this revenue, or approximately 95%, has been flown or contracted.
The purpose of the guidance is to assist investors, shareholders, and others in understanding certain financial metrics relating to expected 2023 financial results for evaluating the performance of the Company’s business and is dated as of the date of this press release. This information may not be appropriate for other purposes. Information about the Company’s guidance, including the various assumptions underlying it, is forward-looking and should be read in conjunction with “Cautionary Note Regarding Forward-Looking Statements” in this press release and the related disclosure and information about various economic, competitive, and regulatory assumptions, factors, and risks that may cause the Company’s actual future financial and operating results to differ from what it currently expects.
(1) Refer below to the section "Non-GAAP Financial Measures" for additional information.
Conference Call/Webcast Detail
GlobalX will be hosting a webinar on November 8th, 2023 to provide a business update and discuss the Q3 results.
When: November 8th, 2023, 1:00 PM Eastern Time (US and Canada)
Topic: Global Crossing Airlines – Q3 2023 Earnings Release & Management Update
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Register in advance for this webinar:
https://us02web.zoom.us/webinar/register/WN_Ny8iUmDYRHaPeOCqPU8Scg
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
(UNAUDITED)
| September 30,<br>2023 | December 31, 2022 | |||||
|---|---|---|---|---|---|---|
| (Unaudited) | ||||||
| Current Assets | ||||||
| Cash and cash equivalents | $ | 13,038,883 | $ | 1,875,673 | ||
| Restricted cash | 4,260,512 | 3,585,261 | ||||
| Accounts receivable, net of allowance | 7,448,582 | 2,664,174 | ||||
| Prepaid expenses and other current assets | 3,410,379 | 2,193,449 | ||||
| Current assets held for sale | 453,225 | 1,405,741 | ||||
| Total Current Assets | $ | 28,611,581 | $ | 11,724,298 | ||
| Property and equipment, net | 4,019,775 | 2,441,288 | ||||
| Finance leases, net | 4,023,475 | 2,710,899 | ||||
| Operating lease right-of-use assets | 59,573,956 | 27,952,609 | ||||
| Deposits and other assets | 11,508,169 | 6,334,878 | ||||
| Total Assets | $ | 107,736,956 | $ | 51,163,973 | ||
| Current liabilities | ||||||
| Accounts payable | $ | 8,690,966 | $ | 4,997,080 | ||
| Accrued liabilities | 13,624,205 | 9,458,629 | ||||
| Deferred revenue | 4,372,808 | 3,200,664 | ||||
| Customer deposits | 4,896,921 | 1,617,337 | ||||
| Current portion of notes payable | 397,168 | 1,810,468 | ||||
| Current portion of long-term operating leases | 10,072,203 | 6,445,915 | ||||
| Current portion of finance leases | 556,850 | 335,527 | ||||
| Total current liabilities | $ | 42,611,121 | $ | 27,865,621 | ||
| Other liabilities | ||||||
| Note payable | $ | 28,809,229 | $ | 5,081,294 | ||
| Long-term operating leases | 51,425,511 | 23,189,835 | ||||
| Other liabilities | 3,482,699 | 2,282,892 | ||||
| Total other liabilities | $ | 83,717,439 | $ | 30,554,020 | ||
| Commitments and Contingencies | ||||||
| Equity (Deficit) | ||||||
| Common stock - $.001 par value; 200,000,000 authorized; 57,837,685 and 53,440,482 issued and outstanding as of September 30, 2023 and December 31, 2022, respectively | $ | 57,838 | $ | 53,440 | ||
| Additional paid-in capital | 37,871,262 | 30,774,197 | ||||
| Retained deficit | (56,509,675 | ) | (38,083,304 | ) | ||
| Total Company's stockholders’ deficit | $ | (18,580,575 | ) | $ | (7,255,667 | ) |
| Noncontrolling interest | (11,029 | ) | ||||
| Total stockholders’ deficit | (18,591,604 | ) | (7,255,667 | ) | ||
| Total Liabilities and Deficit | $ | 107,736,956 | $ | 51,163,973 | ||
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GLOBAL CROSSING AIRLINES GROUP INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
| Three Months Ended | Three Months Ended | Nine Months Ended | Nine Months Ended | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30, 2023 | September 30, 2022 | September 30, 2023 | September 30, 2022 | ||||||||
| Operating Revenue | $ | 42,576,899 | $ | 30,790,240 | $ | 106,202,529 | $ | 64,612,231 | |||
| Operating Expenses | |||||||||||
| Salaries, Wages, & Benefits | 15,040,396 | 7,712,688 | 38,263,674 | 20,829,632 | |||||||
| Aircraft Fuel | 5,742,979 | 7,764,761 | 19,779,420 | 15,402,450 | |||||||
| Maintenance, materials and repairs | 2,982,627 | 1,218,221 | 6,308,208 | 3,373,396 | |||||||
| Depreciation and amortization | 565,571 | 193,620 | 1,451,726 | 296,830 | |||||||
| Contracted ground and aviation services | 4,695,291 | 4,631,741 | 14,749,228 | 10,674,340 | |||||||
| Travel | 1,554,446 | 1,078,854 | 5,155,258 | 3,204,172 | |||||||
| Insurance | 1,218,818 | 947,342 | 3,588,934 | 2,713,791 | |||||||
| Aircraft Rent | 9,400,014 | 3,957,508 | 21,874,401 | 11,151,412 | |||||||
| Other | 3,706,751 | 2,489,530 | 9,668,122 | 7,464,756 | |||||||
| Total Operating Expenses | $ | 44,906,893 | $ | 29,994,265 | $ | 120,838,973 | $ | 75,110,779 | |||
| Operating Income/(Loss) | (2,329,994 | ) | 795,975 | (14,636,444 | ) | (10,498,548 | ) | ||||
| Non-Operating Expenses (Income) | |||||||||||
| Interest Expense (Income) | 2,564,680 | 632,344 | 3,800,956 | 882,975 | |||||||
| Total Non-Operating Expenses | $ | 2,564,680 | $ | 632,344 | $ | 3,800,956 | $ | 882,975 | |||
| Income (Loss) before income taxes | (4,894,674 | ) | 163,631 | (18,437,400 | ) | (11,381,523 | ) | ||||
| Income tax expense | — | — | — | — | |||||||
| Net Income (Loss) | $ | (4,894,674 | ) | $ | 163,631 | $ | (18,437,400 | ) | $ | (11,381,523 | ) |
| Net Loss attributable to Noncontrolling Interest | $ | (11,029 | ) | $ | - | $ | (11,029 | ) | $ | - | |
| Net Income (Loss) attributable to the Company | $ | (4,883,645 | ) | $ | 163,631 | $ | (18,426,371 | ) | $ | (11,381,523 | ) |
| Loss per share: | |||||||||||
| Basic | $ | (0.08 | ) | $ | 0.00 | $ | (0.33 | ) | $ | (0.22 | ) |
| Diluted | $ | (0.08 | ) | $ | 0.00 | $ | (0.33 | ) | $ | (0.22 | ) |
| Weighted average number of shares outstanding | 57,497,385 | 52,569,481 | 56,292,992 | 51,776,833 | |||||||
| Fully diluted shares outstanding | 57,497,385 | 76,507,900 | 56,292,992 | 51,776,833 | |||||||
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GLOBAL CROSSING AIRLINES GROUP INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY
(UNAUDITED)
| Common Stock Number of Shares | Amount | Additional Paid in Capital | Retained Deficit | 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 | |||||||||||||
| 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 (Loss) 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 | ) | |||||||
| Global Stockholders' Equity (Deficit) | ||||||||||||||||||
| Common Stock Number of Shares | Amount | Additional Paid in Capital | Retained Deficit | Total | Noncontrolling Interest | Total | ||||||||||||
| Beginning – January 1, 2023 | 53,440,482 | $ | 53,440 | $ | 30,774,197 | $ | (38,083,304 | ) | $ | (7,255,667 | ) | $ | — | $ | (7,255,667 | ) | ||
| Issuance of shares – options exercised | 150,000 | 150 | 67,106 | — | 67,256 | — | 67,256 | |||||||||||
| Issuance of shares - warrants exercised | 2,499,453 | 2,499 | 1,133,802 | — | 1,136,301 | — | 1,136,301 | |||||||||||
| Issuance of shares - share based compensation on RSUs | 208,416 | 208 | 500,421 | — | 500,629 | — | 500,629 | |||||||||||
| Loss for the period | — | — | — | (6,071,704 | ) | (6,071,704 | ) | — | (6,071,704 | ) | ||||||||
| Ending – March 31, 2023 | 56,298,351 | $ | 56,297 | $ | 32,475,526 | $ | (44,155,008 | ) | $ | (11,623,185 | ) | $ | — | $ | (11,623,185 | ) | ||
| Issuance of shares - warrants exercised | 227,630 | 228 | 221,434 | — | 221,662 | — | 221,662 | |||||||||||
| Issuance of shares - share based compensation on RSUs | 481,593 | 482 | 577,580 | — | 578,062 | — | 578,062 | |||||||||||
| Issuance of shares - ESPP | 300,121 | 301 | 198,680 | — | 198,981 | — | 198,981 | |||||||||||
| Loss for the period | — | — | — | (7,471,022 | ) | (7,471,022 | ) | — | (7,471,022 | ) | ||||||||
| Ending – June 30, 2023 | 57,307,695 | $ | 57,308 | $ | 33,473,220 | $ | (51,626,030 | ) | $ | (18,095,502 | ) | $ | — | $ | (18,095,502 | ) | ||
| Issuance of shares - share based compensation on RSUs | 529,990 | 530 | 568,527 | — | 569,057 | — | 569,055 | |||||||||||
| Income (Loss) for the period | — | — | — | (4,883,645 | ) | (4,883,645 | ) | (11,029 | ) | (4,894,674 | ) | |||||||
| Warrants issued | — | — | 3,829,515 | — | 3,829,515 | — | 3,829,515 | |||||||||||
| Ending – September 30, 2023 | 57,837,685 | $ | 57,838 | $ | 37,871,262 | $ | (56,509,675 | ) | $ | (18,580,575 | ) | $ | (11,029 | ) | $ | (18,591,604 | ) | |
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GLOBAL CROSSING AIRLINES GROUP INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| For The Nine Months Ended September 30, | ||||||
|---|---|---|---|---|---|---|
| 2023 | 2022 | |||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||
| Net loss | $ | (18,437,400 | ) | $ | (11,381,523 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
| Depreciation | 1,451,726 | 296,830 | ||||
| Bad debt expense | 5,915 | 94,893 | ||||
| Gain on sale and disposal of spare parts | (183,938 | ) | — | |||
| Amortization of debt issue costs | 1,164,472 | 389,301 | ||||
| Amortization of operating lease right of use assets | 5,933,502 | 3,381,624 | ||||
| Share-based payments | 1,677,594 | 795,334 | ||||
| Foreign exchange loss | 1,200 | 3,753 | ||||
| Loss on sale of property | 135,772 | — | ||||
| Interest on finance leases | 309,337 | — | ||||
| Changes in assets and liabilities | ||||||
| Accounts receivable | (4,886,060 | ) | (803,231 | ) | ||
| Assets held for sale | 952,516 | — | ||||
| Prepaid expenses and other current assets | (1,180,611 | ) | (1,321,588 | ) | ||
| Accounts payable | 3,610,551 | 3,095,518 | ||||
| Accrued liabilities and other liabilities | 8,586,891 | 6,248,347 | ||||
| Operating lease obligations | (6,181,225 | ) | (2,559,147 | ) | ||
| Other liabilities | 283,622 | — | ||||
| Net cash used in operating activities | $ | (6,756,136 | ) | $ | (1,759,889 | ) |
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||
| Purchases of property and equipment | (2,082,226 | ) | (1,124,712 | ) | ||
| Deposits, deferred costs and other assets | (5,697,724 | ) | (3,350,867 | ) | ||
| Net cash used in investing activities | $ | (7,779,950 | ) | $ | (4,475,579 | ) |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||
| Payments to related party | — | (197,558 | ) | |||
| Principal payments on finance leases | (343,374 | ) | (321,140 | ) | ||
| Proceeds on issuance of shares | 1,594,353 | 644,251 | ||||
| Repayment of notes payables | (6,986,079 | ) | — | |||
| Proceeds from senior secured notes | 32,109,647 | 5,925,529 | ||||
| Net cash provided by financing activities | $ | 26,374,547 | $ | 6,051,082 | ||
| Net increase (decrease) in cash, cash equivalents and restricted cash | 11,838,461 | (184,386 | ) | |||
| 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 | $ | 17,299,395 | $ | 7,809,615 | ||
| Non-cash transactions | ||||||
| Right-of-use (ROU) assets acquired through operating leases | $ | 37,554,848 | $ | 5,390,848 | ||
| Warrants issued with debt | $ | 3,829,517 | $ | 2,130,642 | ||
| Equipment acquired through finance leases | $ | 1,680,470 | $ | 2,815,432 | ||
| Note Payable reductions through accounts receivable from sale of Assets held for sale | $ | 145,089 | — | |||
| Cash paid for | ||||||
| Interest | $ | 928,205 | $ | 285,684 | ||
| Taxes | - | - |
Non-GAAP Financial Measures
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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 which is defined Operating income (loss), plus depreciation, amortization, interest, taxes and aircraft rent is an important metric to be considered to allow investors to compare results across different airlines regardless of how the airlines acquired their aircraft. This distinction is important when comparing the operational results of an airline leasing its aircraft versus an airline purchasing its aircraft. Specifically, the airline leasing aircraft would see the costs relating to those aircraft flow through aircraft rent, while an airline that owns their aircraft would see their costs for those aircraft flow through depreciation and amortization. In order to compare the operating results of the two airlines an investor needs to look at EBITDAR which is why it is presented.
| Three Months Ended <br>September 30, | Nine Months Ended <br>September 30, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| EBITDAR Reconciliation | 2023 | 2022 | 2023 | 2022 | |||||||
| Operating Loss | $ | (2,329,994 | ) | $ | 795,975 | $ | (14,636,444 | ) | $ | (10,498,548 | ) |
| Depreciation and amortization | 565,571 | 193,620 | 1,451,726 | 296,830 | |||||||
| EBITDA | $ | (1,764,423 | ) | $ | 989,595 | $ | (13,184,718 | ) | $ | (10,201,718 | ) |
| Share-based compensation | 569,056 | 69,715 | 1,677,594 | 795,334 | |||||||
| Adjusted EBITDA | (1,195,367 | ) | 1,059,310 | (11,507,124 | ) | (9,406,384 | ) | ||||
| Aircraft Rent | 9,400,014 | 3,957,508 | 21,874,401 | 11,151,412 | |||||||
| Adjusted EBITDAR | $ | 8,204,647 | $ | 5,016,818 | $ | 10,367,275 | $ | 1,745,028 | |||
| Three Months Ended <br>September 30, | Nine Months Ended <br>September 30, | ||||||||||
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| Reconciliation of Net Loss to Adjusted EPS | 2023 | 2022 | 2023 | 2022 | |||||||
| Net Loss | $ | (4,883,645 | ) | $ | 163,631 | $ | (18,426,371 | ) | $ | (11,381,523 | ) |
| Share-based compensation | 569,056 | 69,715 | 1,677,594 | 795,334 | |||||||
| Termination cost associated with prior debt | 945,217 | - | 945,217 | - | |||||||
| Adjusted Net Loss | $ | (3,369,372 | ) | $ | 233,346 | $ | (15,803,560 | ) | $ | (10,586,189 | ) |
| Weighted average number of shares outstanding | 57,497,385 | 52,569,481 | 56,292,992 | 51,776,833 | |||||||
| Adjusted EPS | (0.08 | ) | 0.00 | (0.28 | ) | (0.20 | ) | ||||
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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 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, increased block hours, future capacity estimates, future revenue expectations, expectations related to future debt or equity financing and contracted revenue.
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 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; GlobalX will be able to successfully conclude definitive agreements for transactions subject to 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 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 labor disruptions, failure to retain or 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 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, 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 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.
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Q3 Investor Overview November, 2023 NEO:JET | NEO: JET.B | OTCQB:JETMF GLOBALX IS A HIGH GROWTH AIRCRAFT OPERATOR WITH A UNIQUE AND RESILIENT BUSINESS MODEL SERVING THE CHARTER AND CARGO SECTORS Exhibit 99.2
DISCLAIMER This presentation was prepared by Global Crossing Airlines Group Inc. (the “Company”) as a general presentation aimed solely at providing information about the Company, its operations and financial results. You should not rely upon it or use it to form the definitive basis for any decision, contract, commitment or action whatsoever, with respect to any proposed transaction (the "Possible Transaction") or otherwise. This presentation is incomplete without reference to, and should be viewed solely in conjunction with, the oral briefing provided together herewith. You and your directors, officers, employees, agents and affiliates (collectively, the "Recipient") must hold this document and any oral information provided in connection with this document in strict confidence and may not communicate, reproduce, distribute or disclose it to any other person, or refer to it publicly, in whole or in part at any time except with our prior written consent. If you are not the intended recipient of this document, please delete and destroy all copies immediately. The information contained in the presentation is provided for purposes of convenience only; it neither constitutes a basis for making any investment decision nor does it substitute an independent collection and analysis of information. Moreover, it does not constitute a recommendation, an offer to sell and/or a solicitation or invitation of an offer to buy or subscribe for any securities of the Company or any of its subsidiaries or affiliates, nor shall there be any offer or sale of securities in any state or jurisdiction in which such offer or sale would be unlawful, nor a substitute for independent judgment or independent collection and analysis of information on the part of any investor. It is expected that if any securities are ultimately offered and sold by the Company, investors in such securities will conduct their own independent investigation of the Company and the terms of any such securities, as well as the data, assumptions, estimates, appraisals, methodologies and projections contained or referred to in this presentation. Any securities described herein have not been registered under the Securities Act of 1933 (the “Securities Act”) and may not be offered or sold in the United States or to U.S. Persons (other than distributors) unless the securities are registered under the Securities Act, or an exemption from the registration requirements of the Securities Act is available. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved any securities discussed herein or determined if the information is truthful or complete. Any representation to the contrary is a criminal offense. The information and details contained in this presentation are partially provided and presented in a condensed form solely for convenience purposes. You should not assume that any information in this presentation is accurate as of any date other than the date hereof or otherwise specified herein. Except for historical information, the matters discussed in this presentation contain forward-looking statements that involve risks and uncertainties. Do not unduly rely on forward-looking statements, which give only expectations about the future and are not guarantees. Forward-looking statements speak only as of the date they are made and are subject to risks and uncertainties (including those risks detailed in the Company’s most recent annual report on Form 10-K and other continuing reports filed with the U.S. Securities and Exchange Commissions) that could cause the Company’s actual results may differ materially from the results discussed in such forward-looking statements. The Company is not under any obligation, and expressly disclaims any obligation, to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise. In this presentation, the Company also presents certain non-GAAP measures, including EBITDA, EBITDAR and FCF, that are not required by, or presented in accordance with, GAAP. While the Company believes these are useful metrics, companies use these metrics for differing purposes and they are often calculated in ways that reflect the particular circumstances of those companies. You should exercise caution in comparing the non-GAAP metrics reported in this presentation to such metrics or other similar metrics as reported by other companies. The Company’s non- GAAP metrics have limitations as analytical tools, and you should not consider them in isolation. Some of the information contained herein includes forecasts and/or assessments based on data held by the Company as of the date hereof, as well as the Company's estimates and projections, which constitute forward-looking information. The Company has no assurance that such forecasts and/or assessments will be realized, either fully or partially, due to, among other things, the fact that they depend on external and macroeconomic factors, without the Company being able to affect them, or only partially being able to affect them, and they further depend on changes in general market conditions, regulatory changes or materialization of any of the Company's risk factors. The Company is not obligated to update or modify any such forecast and/or assessment in order to reflect events or circumstances occurring after the date of the presentation. Furthermore, the presentation contains estimates and other statistics based on external sources whose contents have not been independently reviewed by the Company, and therefore the Company is not responsible for the veracity thereof. Upon receipt of this presentation, Recipient acknowledges that Jefferies has not made, and will not make, any representations and warranties with respect to accuracy or completeness of the information contained in this presentation, the Company or the Possible Transaction, and Recipient will not rely on any statements made by C o m p a n y , orally or in writing, to the contrary. Recipient acknowledges that (i) it is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments such as the Possible Transaction, (ii) it will be responsible for conducting its own due diligence investigation with respect to the Company and any Possible Transaction, (iii) if it (including any investment fund or funds it manages or advises) acquires any securities of the Company, it will be doing so based on the results of its own due diligence investigation of the Company, (iv) if it determines to pursue an investment in a Possible Transaction, it will negotiate the Possible Transaction directly with the Company, and Jefferies will not be responsible for the ultimate success of any such investment and (v) the decision to invest in a Possible Transaction will involve a significant degree of risk, including a risk of total loss of such investment. In light of the foregoing, to the fullest extent permitted by law, Recipient releases Jefferies, its employees, officers and affiliates from any liability with respect to Recipient’s participation, or proposed participation, in the Possible Transaction.
GLOBALX AT A GLANCE Q3 HIGHLIGHTS Q3 FINANCIAL RESULTS FLEET UPDATE 2023 OUTLOOK INVESTOR UPDATE AGENDA
GLOBAL CROSSING AIRLINES GROUP (“GLOBALX”) AT A GLANCE GlobalX is the fastest growing North American domestic and international hybrid charter / cargo airline Serves both passenger charter (including government, sports and other passenger missions) and cargo markets Headquartered in Miami, FL (MIA) GlobalX operates a fleet of 12 aircraft (10 PAX / 3 Cargo) as of October 15, 2023 and is projected to grow to 18 aircraft by year end Actively transitioning fleet towards equal mix between passenger and cargo aircraft totalling 50 by 2025 Growth catalyst - recently closed financing of $35 M USD with strategic partner Eliminates need for short & mid-term equity Projected $150 M + revenue with positive EBITDA, EBITDAR in Q4 – 95% contracted Lucrative long term robust contracts and relationships in place and nearly recession proof Ahead of current pilot shortages with 125+ active or in training Increasing aircraft utilization and block hour rates In the business of selling the “whole plane” with no fuel cost risk Highly attractive valuation ~ $40 M USD market cap
SIGNIFICANT MOMENTUM UNDERPINNED BY RECENT ACCOMPLISHMENTS Recruited & Retained Experienced Pilots Acquired Key Industry Certifications Expanded Capacity Expanded Aircraft Fleet 13 Aircraft Under Operating Certificate 8 Aircraft to be Delivered in Q4/Q1 24 Proven Operational Performance 25,300+ Block Hours Flown 120 Pilots Hired & Trained FLL Hangar Fully Funded / Lease Agreement Approved Expanded Flight Routes & Geographic Reach FULL 121 Flag, Domestic & Supplemental Certifications
Q3 HIGHLIGHTS Closed a $35 million debt facility. Signed LOIs for two A320 passenger aircraft and one A321 passenger aircraft. Increased our pilot headcount from 60 to 120. Flew over 1,800 block hours under a wet lease for TUI, one of the largest leisure carriers in Europe. Took delivery of one A319 intended for VIP configuration. A third A321 freighter was delivered in late September. Complete the financing and signed the lease for the maintenance facility to be built at Ft. Lauderdale Int’l Airport Booked over 1,100 hours for NCAA Basketball including 9 of the top 20 Men’s and Women's basketball programs for the 2023/2024 season
2 02 3 E A nt i c i p a t e d R e v e n u e M i x by C har t e r & C ar go C ont r a c t s FREQUENT FLYERS Government Airlines Brokers & Tour Concerts NCAA Collegiate Sports Cargo 40% OF ANTICIPATED REVENUE IS DERIVED FROM LONG TERM CONTRACTS AND 2/3 OF CONTRACTS ARE WITH BLUE- CHIP, REPEAT CLIENTS
Q3 WAS INCREDIBLY STRONG 115 103 120 114 92 116 150 117 97 131 232 196 134 Sep-22 Oct-22 Nov-22 Dec-22 Jan-23 Feb-23 Mar-23 Apr-23 May-23 Jun-23 Jul-23 Aug-23 Sep-23 Avg BLH per/AC
FLIGHT BLOCK HOURS & QUARTERLY REVENUES
EBITDAR Earnings Before Interest, Taxes, Depreciation, Amortization and Rent Key metric in aviation to properly compare airlines who purchase aircraft vs lease aircraft $7.6M EBITDA Earnings Before Interest, Taxes, Depreciation, Amortization $(1.7M) Q3 2023 RESULTS $42.6M REVENUE
p11. Making progress to economies of scale Revenue growth (35%) exceeded cost growth for almost all cost categories Maintenance is tied to flight activity, still grew at a lower rate than operated hours Q3 2023 Q2 2023 Change % change Operating Revenue 42,576,899 31,475,076 11,101,823 35% Salaries, Wages, & Benefits 15,040,396 12,139,960 2,900,436 24% Aircraft Fuel 5,742,979 6,087,480 -344,501 -6% Maintenance, materials and repairs 2,982,627 1,766,857 1,215,770 69% Depreciation and amortization 565,571 443,016 122,555 28% Contracted ground and aviation services 4,695,291 5,201,126 -505,835 -10% Travel 1,554,446 1,346,980 207,466 15% Insurance 1,218,818 1,245,258 -26,440 -2% Aircraft Rent 9,400,014 6,830,359 2,569,655 38% Other 3,706,751 3,190,502 516,249 16% Total Operating Expenses 44,906,891 38,251,539 6,655,352 17% Operating Loss -2,329,992 -6,776,462 4,446,470 -66% Block Hours Operated 6,506 3,585 2,921 81%
Base Plan N285GX – A320P – #9 – Delivered N411GX – A321F – #2 – Delivered Expected Plan N287GX – A319P – #10 – Delivered N412GX – A321F – #3 – Q4 N288GX – A320P – #11 – Q4 N453GX – A320P – #12 – Q4 N454GX – A321F – #4 – Q4 N436GX – A321F – #5 – Q4 AIRCRAFT DELIVERY PLAN
OUTLOOK 2023 Confirming 2023 revenue forecast $150+ Million with over 95% contracted 17,000 hours contracted for 2023 to date with the potential to contract up to 1,800 additional hours depending on aircraft delivery dates This compares to 10,615 total hours contracted in 2022 2023 fleet size target @ year end Passenger –13 aircraft Cargo – 3-5 aircraft
NEO:JET | NEO: JET.B | OTCQB:JETMF With the Axar financing there is no pressing need to raise capital The only hurdle for uplisting is the requirement to have positive shareholder equity This can be achieved through profitable operations or equity raises CAP TABLE COMMON 39,332,164 CLASS A 5,537,313 CLASS B 12,968,208 Apr 28, 2021 Equity Financing 7,537,313 1.50 29-Apr-26 Mar 28, 2022 Debenture Financing 4,838,707 1.24 28-Mar-24 August 2, 2023 Note Offering 10,000,000 1.0 30-Jun-30 Total Options 470,668 Total RSUs 5,073,932 Total Outstanding Shares 57,837,685 Fully Diluted 85,758,305 UP-LISTING
Supportive Market Dynamics Capitalize on Cargo Growth and Pent-Up Passenger Demand Contracted Revenues Major Long-term Contracts Providing Significant Revenue Visibility Fleet Growth Fleet is Expected to Reach 50 Aircraft by 2025 Ramp of Cargo Business Increased Exposure to Long-term Contracts with High Margins and Cashflows GLOBALX IS POISED FOR CONTINUED GROWTH
THANKS FOR YOUR TIME GLOBALX IS A HIGH GROWTH AIRCRAFT OPERATOR WITH A UNIQUE AND RESILIENT BUSINESS MODEL SERVING THE CHARTER AND CARGO SECTORS Global Crossing Airlines Building 5A Miami Int'l Airport ryan.goepel@globalxair.com 786.751.8503