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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Global Crossing Airlines Group Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
4522
(Primary Standard Industrial Classification Code Number)
86-2226137
(I.R.S. Employer Identification Number)
4200 NW 36th Street Building 5A Miami International Airport Miami, Florida 33166 (786) 751-8503
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Ryan Goepel Chief Financial Officer 4200 NW 36th Street Building 5A Miami International Airport Miami, Florida 33166
(786) 751-8503
(Name, address, including zip code, and telephone number, including area code, of agent for service)
(Approximate date of commencement of proposed sale to the public)
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ | Accelerated filer ☐ |
Non-accelerated filer ☒ | Smaller reporting company ☒ |
| 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 to Section 7(a)(2)(B) of the Securities Act. ☐
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The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
Subject to Completion, Dated December 21, 2023
PRELIMINARY PROSPECTUS
GLOBAL CROSSING AIRLINES
GROUP INC.
22,518,894 Shares of
Common Stock
This prospectus relates to the resale by the investors listed in the section of this prospectus entitled “Selling Stockholders” (the “Selling Stockholders”), of up to 22,518,894 shares of our common stock, par value $0.001 per share (the “Shares”) issuable upon exercise of outstanding warrants of the issuer. For more information about the Selling Stockholders, please see the section of this prospectus entitled “Selling Stockholders” beginning on page 62.
You should read this prospectus and any prospectus supplement or amendment carefully before you invest in our securities. Our shares of common stock are traded on the OTCQB Marketplace (“OTCQB”) under the symbol “JETMF” and on the NEO Exchange (“NEO”) under the symbol “JET.” The closing price of our common stock on the OCTQB on December 18, 2023 was $0.62. Our shares of Class B Non-Voting Common Stock are traded on the NEO Exchange under the symbol “JET.B.” The closing price of our Class B Non-Voting Common Stock on the NEO on December 18, 2023 was $0.84.
Our registration of the Shares covered by this prospectus does not mean that the Selling Stockholders will offer or sell any of the Shares.
The Selling Stockholders may sell the Shares covered by this prospectus in a number of different ways and at fixed prices, prevailing market prices or varying prices. For additional information on the possible methods of sale that may be used by the Selling Stockholders, you should refer to the section of this prospectus entitled “Plan of Distribution” beginning on page 66 of this prospectus. If you are acquiring the Securities in a brokerage transaction, please confirm with your broker the class of our common stock that you are acquiring and you eligibility to acquire such class. We will not receive any of the proceeds from the Securities sold by the Selling Stockholders, other than any proceeds from any cash exercise of Warrants, if any.
No underwriter or other person has been engaged to facilitate the sale of the Shares in this offering. We will bear all costs, expenses and fees in connection with the registration of the Shares. The Selling Stockholders will bear all commissions and discounts, if any, attributable to their respective sales of the Shares.
We are an “emerging growth company” and a “smaller reporting company,” each as defined under the federal securities laws and, as such, have elected to comply with certain reduced reporting requirements for this prospectus and may elect to do so in future filings. Please see “Prospectus Summary – Implications of Being an Emerging Growth Company and a Smaller Reporting Company.”
Investing in our securities involves risks that are described in the “Risk Factors” section beginning on page 9 of this prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under this prospectus or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
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The date of this prospectus is ______________________
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TABLE OF CONTENTS
Prospectus
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Management’s Discussion and Analysis of Financial Condition and Results of Operations | 21 |
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F-1 |
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we have filed with the Securities and Exchange Commission (the “SEC”) pursuant to which the Selling Stockholders named herein may, from time to time, offer and sell or otherwise dispose of the securities covered by this prospectus. You should not assume that the information contained in this prospectus is accurate on any date subsequent to the date set forth on the front cover of this prospectus or that any information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus is delivered or securities are sold or otherwise disposed of on a later date. It is important for you to read and consider all information contained in this prospectus, including the Information Incorporated by Reference herein, in making your investment decision. You should also read and consider the information in the documents to which we have referred you under the captions “Where You Can Find More Information.”
Neither we nor the Selling Stockholders have authorized any dealer, salesman or other person to give any information or to make any representation other than those contained or incorporated by reference in this prospectus. You should not rely upon any information or representation not contained or incorporated by reference in this prospectus. This prospectus does not constitute an offer to sell or the solicitation of an offer to buy any of our securities other than the securities covered hereby, nor does this prospectus constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the United States are required to inform themselves about, and to observe, any restrictions as to the offering and the distribution of this prospectus applicable to those jurisdictions.
We further note that the representations, warranties and covenants made in any agreement that is filed as an exhibit to any document that is incorporated by reference in the prospectus were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.
Unless the context otherwise requires, references in this prospectus to “GlobalX,” the “Company,” “we,” “us,” and “our” refer to Global Crossing Airlines Group Inc.
You should rely only on the information contained or incorporated by reference, as applicable, in this prospectus, any prospectus supplement, or other offering materials related to an offering of securities described in this prospectus. We have not authorized anyone to provide you with different or additional information. If anyone provides you with different or additional information, you should not rely on it.
You should not assume that the information contained or incorporated by reference, as applicable, in this prospectus, any prospectus supplement, or other offering materials related to an offering of securities described in this prospectus is accurate as of any date other than the date of that document. Neither the delivery of this prospectus, any prospectus supplement or other offering materials related to an offering of securities described in this prospectus, nor any distribution of securities pursuant to this prospectus, any such prospectus supplement, or other offering materials shall, under any circumstances, create any implication that there has been no change in the information set forth or incorporated by reference, as applicable, in this prospectus, any such prospectus supplement or other offering materials since the date of each such document. Our business, financial condition, results of operations and prospects may have changed since those dates.
This prospectus does not constitute, and any prospectus supplement or other offering materials related to an offering of securities described in this prospectus will not constitute, an offer to sell, or a solicitation of an offer to purchase, the offered securities in any jurisdiction to or from any person to whom or from whom it is unlawful to make such offer or solicitation in such jurisdiction.
TRADEMARKS
This document contains references to trademarks and service marks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the ® or ™ symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.
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INDUSTRY AND MARKET DATA
We include in this prospectus statements regarding our industry, our competitors and factors that have impacted our and our customers’ industries. Such statements are statements of belief and are based on industry data and forecasts that we have obtained from industry publications and surveys, including those published by the United States Department of Transportation, as well as internal company sources. Industry publications, surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy or completeness of such information. In addition, while we believe that the industry information included herein is generally reliable, such information is inherently imprecise. Certain statements regarding our competitors are based on publicly-available information, including filings with the Securities and Exchange Commission and United States Department of Transportation by such competitors, published industry sources and management estimates. While we are not aware of any misstatements regarding the industry, competitor and market data presented herein, our estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the caption “Risk Factors” in this prospectus.
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SUMMARY OF THE PROSPECTUS
This summary highlights information contained elsewhere in this prospectus. Because it is a summary, it does not contain all of the information that you should consider in making your investment decision. Before investing in our securities, you should carefully read this entire prospectus, including our “Management Discussion and Analysis of Financial Condition and Results of Operations,” consolidated financial statements and the related notes and the information set forth under the section “Risk Factors,” along with documents that are filed as exhibits to the registration statement of which this prospectus forms a part. Some of the statements in this prospectus constitute forward-looking statements that involve risks and uncertainties. See information set forth under the section entitled “Cautionary Note Regarding Forward-Looking Statements” beginning on page 20.
Overview
Global Crossing Airlines Group Inc. (“GlobalX” or the “Company”) operates a US Part 121 flag and charter airline using the Airbus A320 family of aircraft (“A320”). GlobalX’s business model is to (1) provide services on an Aircraft, Crew, Maintenance and Insurance (“ACMI”) using wet lease contracts to airlines and non-airlines, and (2) on a Full Service (“Charter”) basis whereby we provide passenger aircraft charter services to customers by charging an “all-in” fee that includes fuel, insurance, landing fees, navigation fees and most other operational fees and costs. GlobalX operates within the United States, Europe, Canada, Central and South America. GlobalX began operating the Airbus A321 freighter (“A321F”) during the first quarter of 2023 after completing all FAA certification requirements with the A321F.
GLOSSARY
ACMI: An aircraft leasing arrangement exclusively used between two airlines whereby one airline (the lessor) provides an aircraft, crew, maintenance, and insurance (ACMI) to another airline (the lessee), which then pays for the hours operated.
A320-ceo: Earlier A320s are now called A320ceo (current engine option).
A320 neo: The A320neo (new engine option) is one of many upgrades introduced by Airbus to help maintain its A320 product line’s position as the world’s most advanced and fuel-efficient single-aisle aircraft family.
Block Hour: Time from the moment the aircraft door closes at departure of a revenue flight until the moment the aircraft door opens at the arrival gate following its landing.
Bylaws: The Second Amended and Restated Bylaws of Global Crossing airlines Group Inc, as adopted as of November 19, 2021.
Certificate of Incorporation: The Amended and Restated Certificate of Incorporation of Global Crossing Airlines Group Inc., as filed on July 9, 2021 with the Secretary of State of the State of Delaware.
CFM Engine: An aircraft engine product line manufactured by CFM International, including such models as the CFM56.
DOT: The United States Department of Transportation.
DOT 401: The regulation under which airlines apply to the Department of Transportation to obtain economic authority to commence operations.
EPA: The United States Environmental Protection Agency.
FAA: The United States Federal Aviation Administration.
Full Service Contract (“Charter”): A Full Service Contract is an aircraft operational arrangement whereby the Company provides ACMI, fuel, landing, ground handling and other necessary operating services to a customer for a single fee that is either based on a fixed fee or a fee based on block hours multiplied by a block hour rate.
GDS: A Global Distribution System, or GDS, is a computerized network that facilitates transactions between travel service providers and travel agents.
Part 380: Part 380 of the DOT’s regulations (14 CFR 380), which requires all persons who wish to arrange public charter flights to first submit a charter prospectus to the Special Authorities Division of the DOT with the required information about the proposed charter program.
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STC: A supplemental type certificate is a type certificate (TC) issued when an applicant has received FAA approval to modify an aeronautical product from its original design.
STC (for freighter conversion): STC (Supplementary Type Certificate) or amendment of a Type Certificate (TC) granted by the FAA to allow a modified plane (e.g., Passenger to Cargo) to operate.
TSA: The United States Transportation Security Administration.
US 121: This refers to a Part 121 carrier which is a regularly-scheduled air carrier. Typically, large, U.S.-based airlines, regional air carriers, and cargo carriers must be certified as such through the FAA to operate under 14 CFR Part 121.
V2500 Engine: The IAE V2500 is a two-shaft, high-bypass turbofan engine which powers the Airbus A320 family, the McDonnell Douglas MD-90, and the Embraer KC-390. FAA type certification for the V2500 was granted in 1988.
Wet Lease: A “wet lease” is a leasing arrangement whereby one airline (the lessor) provides an aircraft, complete crew, maintenance, and insurance (ACMI) to another airline or other type of business acting as a broker of air travel (the lessee), which pays by hours operated.
Business Plan, Objectives and Milestones
The following discussion and analysis should be read in conjunction with the Financial Statements included in Item 8 of this report.
Business Overview
Global Crossing Airlines Group Inc. operates a US Part 121 domestic flag and supplemental airline using the Airbus A320 family of aircraft. GlobalX’s business model is to (1) provide services on an Aircraft, Crew, Maintenance and Insurance using wet lease contracts to airlines and non-airlines, and (2) on a Full Service basis whereby we provide passenger aircraft charter services to customers by charging an “all-in” fee that includes fuel, insurance, landing fees, navigation fees and most other operational fees and costs. GlobalX operates within the United States, Europe, Canada, Central and South America. GlobalX began operating the Airbus A321 freighter during the first quarter of 2023 after completing all FAA certification requirements with the A321F.
Focused on becoming a Market leader with differentiated, value-creating solutions
GlobalX has established itself as one of the premier U.S. narrow-body, ACMI charter airline, operating both passenger and cargo charter aircraft – enabled by recruiting and maintaining a dynamic team of customer-centric flight crews, ground and maintenance teams and management staff.
GlobalX operates its A320 family aircraft for airlines, tour operators, college and professional sports teams, incentive groups, resorts and casino groups and government agencies. It is our goal to deliver best in class on time performance and dispatch reliability; Expand existing relationships and develop additional relationships with leading charter/our operators to provide aircraft during their peak seasons; and provide ad-hoc and track charter programs for non-airline customers, including hotels, casinos, cruise ship companies, tour operators.
Cargo charter flights with A321P2F (Passenger to Freighter)
GlobalX added A321F (passenger to freighter) aircraft to its operating certificate and into the fleet during Q1 2023, and cargo is an integral part of the GlobalX business. GlobalX operates its A321Fs under ACMI and Charter contracts with major package operators and major freight and logistics companies. Under these arrangements, customarily, these operators will take the commercial risk associated with the selling of the cargo and provide all ground handling and cargo-specific operations, with GlobalX assuming the operational risk of providing a functional aircraft, trained crew, in a safe and on time manner as the ACMI operator.
Location of Operations Bases
GlobalX operates from one primary geographic base:
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GlobalX also maintains two additional crew bases at the following locations:
Reducing Operational Costs
To control costs and maintain a competitive cost per Block Hour flown, GlobalX:
Marketing Plan
GlobalX plans to achieve its revenue goals by flying charter operations for a variety of client groups:
GlobalX Aircraft Fleet
Critical to GlobalX’s business model is a fleet of modern and cost-effective aircraft. To achieve this objective, GlobalX has selected what it believes is the best overall single-aisle aircraft family to operate. This approach differs from traditional airlines, which purchase a variety of aircraft, often from different manufacturers, to achieve their operational flight sectors, resulting in increased training, operating and spare part costs. GlobalX conducted research to determine the best aircraft to fly in competition with other narrow-body charter airlines in the single-aisle seat market and GlobalX selected the A320 and A321 aircraft family.
The following factors support GlobalX’s choice to operate the Airbus A320 and A321 aircraft versus the Boeing family of aircraft:
Cost and Operating factors: lower fuel burn, and better aircraft and cockpit crew pool availability.
Operational Capability: the A320 has a range advantage over the 737-800 and can fly non-stop from Miami to selected airports in North America, South America, the Caribbean, and between most major destinations in Europe. The A320 has excellent maintenance dispatch reliability and strong availability of spare parts and components, making the A320, in management’s estimation, the most popular aircraft among low-cost airlines.
Passenger comfort: better seat width, cargo bin volume for carry-on baggage and cargo hold volume.
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Aircraft Maintenance
Heavy maintenance checks are expected to be sourced out to FAA-approved service providers. The 6Y and 12Y checks will be primarily paid for using funds from the accrued maintenance reserves paid to lessors under operating leases.
Strategy to Address Competitive Response
We expect the existing charter operators based in the U.S. to respond to GlobalX’s entry into the market by lowering their pricing to customers. The expected competitive response typically includes lowered ACMI rates for key contracts. We believe GlobalX’s existing relationships with potential customers and the underserved demand in the U.S., coupled with our newer planes allowing for a more cost-efficient operation, will allow us to address any competitive pressure and grow as anticipated.
GlobalX Charter Service
GlobalX is a charter provider that currently focuses exclusively on providing customized, non-scheduled passenger air transport services with narrow-body Airbus A320 and A321 aircraft. Our primary line of business and focus initially was commercial charter services from MIA to destinations throughout North and South America and the Caribbean, with established scheduled airlines that need additional air lift to supplement their own, and established tour and travel operators that sell tour packages in and between these markets. That has expanded to other markets as GlobalX grows the business. GlobalX also operates a single Airbus A319 aircraft that is used primarily in a 68 seat VIP configuration.
We provide our services through two contract structures: (1) ACMI and (2) Charter.
We believe operating charter flights will largely insulate our expected profitability from fluctuations in jet fuel prices, which are typically the largest and most volatile expense for an air carrier. Under the vast majority of our commercial passenger charter arrangements, our customers bear 100% of the cost of jet fuel. In addition, consistent with industry practice, we plan for those customers to pay us our contract price approximately two weeks in advance of their flights.
Because our ACMI customers are responsible for fuel costs, our expected commercial ACMI revenues would not be affected directly by fuel price changes. However, a significant increase in fuel prices would likely have an adverse effect on demand for the use of our aircraft, which could have a material adverse effect on our profitability and financial position.
Experienced management team
Our management team has extensive operating and leadership experience in the airfreight, airline, and aircraft leasing, maintenance, and management industries at companies such as Republic Airways, Eastern Airlines, JetBlue Airways, Virgin America, Hawaiian Airlines, American Airlines, US Airways, Atlas Air, Breeze Airways, Emirates, North American Airlines, Miami Air, AAR, Continental Airlines, Pan Am, Atlantic Coast Airlines, and Flair Airlines, as well as the United States Army, and Air Force. In addition, our management team has a diversity of experience from other industries at companies such as KBR, Teladoc, The Home Depot, Halliburton, Lehman Brothers, and the Burger King Corporation.
Business Strategy
GlobalX seeks to become the best-in-class U.S. narrow-body, ACMI and Full Contract charter airline, operating both passenger and cargo charter aircraft while recruiting and maintaining a dynamic team of customer-centric flight crews, ground teams and management staff.
In launching a US 121 Flag and Supplemental charter airline in the United States, GlobalX has done, or plans to do, the following:
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Operate cargo charter flights with A321P2F (Passenger to Freighter)
GlobalX added A321F (passenger to freighter) aircraft to its operating certificate and into the fleet during Q1 2023. Cargo is an important revenue stream for airlines and it is an integral part of the GlobalX operation.
GlobalX intends to operate its A321Fs under ACMI/Wet Lease and Charter contracts with major package operators and major freight and logistics companies. Under these arrangements, customarily, these operators will take the commercial risk associated with the selling of the cargo capacity and provide all ground handling and cargo-specific operations, with GlobalX assuming the operational risk of providing a functional aircraft, trained crew, in a safe and on time manner as the ACMI operator.
Business Developments
The nine months period ended September 30, 2023 for GlobalX was characterized by the achievement of significant regulatory milestones in addition to considerable investment in crew, staff, maintenance, and systems to build out our platform, bolster our infrastructure to prepare GlobalX to continue its rapid expansion through the delivery of up to six additional aircraft in Q4, a 50% increase. GlobalX is comprised of three key assets which allows us to generate income – our certifications, our aircraft, and our crew.
From a regulatory perspective GlobalX in the nine months period ended September 30, 2023 has achieved the following:
From an aircraft perspective GlobalX in the nine months period ended September 30, 2023 has achieved the following:
From a crew perspective GlobalX in the nine months period ended September 30, 2023 has achieved the following:
In short, the nine months period ended September 30, 2023 was a time when GlobalX invested in its people, prepared for its growth, and established a robust infrastructure for its future.
Risks Associated with Our Business
Our business is subject to numerous risks and uncertainties that you should consider before investing in our company. These risks are described more fully in the section titled “Risk Factors” in this prospectus. These risks include, but are not limited to, the following:
Corporate History
The Company was originally incorporated in British Columbia, Canada on September 2, 1966 under the name Shasta Mines & Oil Ltd. On February 4, 1975, the Company changed its name to International Shasta Resources Ltd. On May 20, 1994, the Company changed its name to Consolidated Shasta Resources Inc. On November 23, 1994, the Company changed its name again to Lima Gold Corporation and on September 21, 1999, the Company again changed its name to International Lima Resources Corp. On March 1, 2004, the
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Company changed its name to Crosshair Exploration & Mining Corp. On June 1, 2004 the Company transitioned (from a provincially incorporated entity to a federally incorporated entity) under the Business Corporation Act (British Columbia) (BCBCA). On October 28, 2011, the Company changed its name to Crosshair Energy Corporation. On September 17, 2013, the Company changed its name to Jet Metal Corp. On February 28, 2017, the Company continued as a corporation governed by the Canada Business Corporations Act and changed its name to Canada Jetlines Ltd.
On June 23, 2020, the Company consummated a business combination with Global Crossing Airlines, Inc., a Delaware corporation.
On December 22, 2020, the Company changed its jurisdiction of incorporation from the Province of British Columbia, Canada to the State of Delaware (the “U.S. Domestication“). In connection with the U.S. Domestication, the Company changed its name to “Global Crossing Airlines Group Inc.”
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| Global Crossing Airlines Operations, LLC |
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| GlobalX Air Tours, LLC |
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| LatinX Air S.A.S |
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| GlobalX Colombia S.A.S. |
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| Charter Air Solutions, LLC |
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| Florida |
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| Florida |
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| Ecuador |
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| Colombia |
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| Montana |
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Corporate Information
Our principal executive offices are located at 4200 NW 36th Street, Building 5A, Miami International Airport, Miami, Florida 33166, and our telephone number is (786) 751-8501.
Our website is www.globalairlinesgroup.com. The information found on our website is not part of this prospectus.
Implications of Being an Emerging Growth Company and a Smaller Reporting Company
We qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, as amended, or the JOBS Act. As an “emerging growth company,” we may take advantage of specified reduced disclosure and other requirements that are otherwise applicable generally to public companies. These provisions include, but are not limited to:
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In addition, we are currently a “smaller reporting company” as defined in the Securities Exchange Act of 1934, as amended, or the Exchange Act, and have elected to take advantage of certain of the scaled disclosures available to smaller reporting companies. To the extent that we continue to qualify as a “smaller reporting company” as such term is defined in Rule 12b-2 under the Exchange Act, after we cease to qualify as an emerging growth company, certain of the exemptions available to us as an “emerging growth company” may continue to be available to us as a “smaller reporting company,” including exemption from compliance with the auditor attestation requirements pursuant to SOX and reduced disclosure about our executive compensation arrangements. We will continue to be a “smaller reporting company” until we have $250 million or more in public float (based on our common stock) measured as of the last business day of our most recently completed second fiscal quarter or, in the event we have no public float (based on our common stock) or a public float (based on our common stock) that is less than $700 million, annual revenues of $100 million or more during the most recently completed fiscal year.
We may choose to take advantage of some, but not all, of these exemptions. We have taken advantage of reduced reporting requirements in this prospectus. Accordingly, the information contained herein may be different from the information you receive from other public companies in which you hold stock. In addition, the JOBS Act provides that an emerging growth company may take advantage of an extended transition period for complying with new or revised accounting standards, delaying the adoption of these accounting standards until they would apply to private companies. We have elected to avail ourselves of the extended transition period for complying with new or revised financial accounting standards. As a result of the accounting standards election, we will not be subject to the same implementation timing for new or revised accounting standards as other public companies that are not emerging growth companies which may make comparison of our financials to those of other public companies more difficult.
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OFFERING SUMMARY
Common stock that may be offered by Selling Stockholders | 22,518,894 shares of common stock issuable upon the exercise of Company warrants (the “Warrant Shares”). | |
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Common stock outstanding before this offering (1) | 58,749,162 shares(2), which includes (i) 40,243,641 shares of common stock, (ii) 5,537,313 shares of Class A Non-Voting Common Stock and (iii) 12,968,208 shares of Class B Non-Voting Common Stock. | |
Common stock to be outstanding after this offering (2) | 81,268,056 shares, which includes (i) 62,762,535 shares of common stock, (ii) 5,537,313 shares of Class A Non-Voting Common Stock and (iii) 12,968,208 shares of Class B NonVoting Common Stock. |
Use of proceeds | We will not receive any proceeds from the resale or other disposition of the shares covered by this prospectus by the Selling Stockholders or from the common stock underlying the Warrants. We will receive proceeds from the exercise of warrants by certain of the Selling Stockholders.
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Plan of Distribution | The Selling Stockholders may, from time to time, sell any or all of their shares of our common stock on the stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. For further information, see “Plan of Distribution” beginning on page 63. | |
Risk Factors | You should read the “Risk Factors” section of this prospectus and the other information in this prospectus for a discussion of factors to consider carefully before deciding to invest in shares of our common stock or Class B Non-Voting Common Stock. |
(1) The number of shares of our common stock issued and outstanding as of December 15, 2023.
(2) Assumes the issuance of 22,518,894 shares of common stock upon exercise of the Warrants.
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RISK FACTORS
An investment in any securities offered pursuant to this prospectus involves risk and uncertainties. You should consider carefully the risk factors below before, in addition to other information contained in this prospectus. Any of the risk factors could significantly and negatively affect our business, financial condition, results of operations, cash flows, and prospects and the trading price of our securities. You could lose all or part of your investment. Furthermore, additional risks and uncertainties of which we are currently unaware, or which we have determined are currently immaterial, could have a material adverse effect on our business, financial condition, results of operations, cash flows or prospects.
Risk Factors Relating to Our Business
We have a limited operating history, which makes it difficult to forecast our revenue and evaluate our business and future prospects.
GlobalX has been in the build-out stage of the airline and as a result, investors are unable to review and consider any significant operational history to evaluate future viability or profitability. GlobalX will be subject to the risks, difficulties and uncertainties associated with a start-up airline. The likelihood of GlobalX’s success must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered in connection with the expansion of a business operation in a competitive industry and the development of a customer base. GlobalX could also sustain material losses in the future. GlobalX’s future performance will depend upon a number of factors, including its ability to:
We have a history of net losses, we anticipate increasing operating expenses in the future, and we may not be able to achieve and, if achieved, maintain profitability.
GlobalX is generating operating revenue and has negative cash flow from operating activities. It is anticipated that GlobalX will continue to have negative cash flow in the foreseeable future. If our revenue does not increase to offset the expected increases in our operating expenses, we will not be profitable in future periods. Continued losses may have the following consequences:
Our ability to lease aircraft on favorable terms will have a significant impact on our operating performance, need for capital and profitability.
To operate in accordance with its business plan, GlobalX will need to acquire or lease additional aircraft. At present, GlobalX has not acquired any aircraft. However, GlobalX has entered into lease agreements and taken delivery, as lessee, one Airbus A319 family of aircraft, nine Airbus A320 family of Aircraft and five Airbus A321 family of aircraft. While GlobalX does not anticipate any difficulties in entering into satisfactory leasing arrangements for additional aircraft, there is no guarantee that we will be able to enter into leases for additional aircraft on terms satisfactory to it, or at all.
The terms of GlobalX’s leasing arrangements will impact the potential profitability of GlobalX’s business. If we are unable to acquire or lease additional aircraft on satisfactory terms, we will be unable to operate in accordance with its business plan. GlobalX’s ability to pay any fixed costs associated with aircraft lease or purchase contractual obligations will depend on GlobalX’s operating performance, cash flow, its ability to secure adequate financing, whether fuel prices continue at current price levels and/or further increase or decrease,
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further weakening or improvement in the United States economy, as well as general economic and political conditions and other factors that are, to a large extent, beyond GlobalX’s control.
Our business has grown rapidly, and we may fail to manage our growth effectively.
GlobalX may be subject to growth-related risks including capacity constraints and pressure on its internal systems and controls. The ability of GlobalX to manage growth effectively will require it to continue to implement and improve its operations and financial systems and to expand, train, and manage its employee base. The inability of GlobalX to deal with potential growth could result in a material adverse effect.
Any expansion of operations GlobalX may undertake will entail risks; such actions may involve specific operational activities, which may negatively impact the profitability of GlobalX. Consequently, shareholders must assume the risk that: (i) such expansion may ultimately involve expenditures of funds beyond the resources available to GlobalX at that time; and (ii) management of such expanded operations may divert management’s attention and resources away from any other operations, all of which factors may result in a material adverse effect.
If we fail to implement our business strategy successfully, our business, results of operations and financial condition will be materially adversely affected.
The viability of GlobalX’s business model and its ability to implement this model is dependent on a number of inputs and assumptions, including:
Should one or more of these inputs and assumptions not be correct or fail to occur as anticipated, there is a risk that GlobalX’s business model may not be implemented as anticipated and GlobalX may suffer a material adverse effect.
In addition, in order to successfully implement our growth strategy, we will require access to an additional number of airport gates and other services at airports we currently serve or may seek to serve. We believe there are currently significant restraints on gates and related ground facilities at many of the most heavily utilized airports in the United States. As a result, if we are unable to obtain access to a sufficient number of slots, gates or related ground facilities at desirable airports to accommodate our growing fleet, we may be unable to compete in those markets, our aircraft utilization rate could decrease, and we could suffer a material adverse effect on our business, results of operations and financial condition. Our Airport Use Agreement with Miami International Airport does not guarantee availability of boarding gates or landing slots at that airport.
Our reputation and business could be adversely affected in the event of an emergency, accident or similar public incident involving our aircraft or personnel.
A major safety incident involving GlobalX’s aircraft during operations would likely incur substantial repair or replacement costs to the damaged aircraft and a disruption in service. GlobalX could also incur potentially significant claims relating to injured passengers and parties, along with a significant negative impact on GlobalX’s reputation for safety, adversely affecting GlobalX’s ability to attract and retain passengers.
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We may face unanticipated obstacles to execution of GlobalX’s business plan.
GlobalX’s business plans may change significantly. The execution of GlobalX’s business plan is capital intensive and may become subject to statutory or regulatory requirements. GlobalX may need to make significant modifications to any of GlobalX’s stated strategies depending on future events.
We may require additional capital, which may not be available on terms acceptable to us or at all.
The ability of GlobalX to execute its build-out and growth strategy and achieve operations will depend on acquiring substantial additional financing through debt financing, equity financing or other means. Failure to obtain such financing may result in the delay or indefinite postponement of such growth strategy or even impact the ability of GlobalX to continue as a going concern.
There can be no assurance that additional capital or other types of financing will be available if needed or that, if available, the terms of such financing will be favorable to GlobalX. If additional financing is raised by GlobalX through the issuance of its securities, shareholders may suffer significant dilution. If additional financing is not available, or if available, not available on satisfactory terms, this could result in a material adverse effect or could require GlobalX to reduce, delay, scale back or eliminate portions of its actual or proposed operations or could prevent GlobalX from continuing as a going concern.
GlobalX may also need to raise capital by incurring long-term or short-term indebtedness in order to fund its business objectives. This could result in increased interest expense and decreased net income. Investors are cautioned that there can be no assurance as to the terms of such financing and whether such financing will be available. The level of GlobalX’s indebtedness could impair its ability to obtain additional financing in the future on a timely basis to take advantage of business opportunities that may arise.
We rely on third-party specialists and other commercial partners to perform functions integral to our operations.
GlobalX is expected to secure goods and services from a number of third party suppliers. Any significant interruption in the provision of goods and services from any such key suppliers, some of which would be beyond GlobalX’s control, or any significant increase in price of such goods and services, could have a material adverse effect. GlobalX will be reliant upon providers of aircraft, such as Airbus and other third party leasing companies, which will make GlobalX susceptible to any problems connected with aircraft or engines or components, including defective materials, mechanical problems or negative perceptions in the traveling community. The delay or inability of any provider of aircraft to deliver aircraft or engines or components as GlobalX requires could negatively impact GlobalX’s growth strategy and could result in a material adverse effect.
Our limited fleet size could prevent us from replacing aircraft that face unscheduled maintenance.
Given the limited number of aircraft GlobalX currently operates, if one or more aircraft becomes unavailable due to unscheduled maintenance, repairs or other reasons, GlobalX could suffer material adverse financial and reputational impacts.
Our business has been and in the future may be materially adversely affected by the price and availability of aircraft fuel. Unexpected increases in the price of aircraft fuel or a shortage or disruption in the supply of aircraft fuel could have a material adverse effect on our business, results of operations and financial condition.
GlobalX will be dependent on fuel to operate its business, and therefore, will be exposed to the risk of volatile fuel prices. Fuel prices are impacted by a host of global events outside of GlobalX’s control, such as significant weather events, market speculation, geopolitical tensions, refinery capacity, government taxes and levies, and GlobalX demand and supply. GlobalX’s fuel costs are expected to make up one of the largest anticipated expenses of GlobalX. A significant change in the price of fuel would materially affect GlobalX’s projected operating results and growth strategy. A fuel supply shortage or significantly higher fuel prices could result in a curtailment of GlobalX’s planned scheduled service. There can be no assurance that increases in the price of fuel can be offset by fuel surcharges or any potential hedging transactions.
We operate a limited number of aircraft types.
Critical to GlobalX’s business model is a supply of modern and cost-effective aircraft that can service the various sectors required to fly GlobalX’s planned route network. Should the A319, A320 or A321 family of aircraft not be available in accordance with GlobalX growth strategy or should the aircraft lease or maintenance costs increase drastically there could be a material impact on GlobalX’s growth strategy, cost structure and potential profitability. In addition, a switch to a different family of aircraft could have a material adverse effect on our cost structure.
A critical cost-saving element of our business strategy is to operate a limited number of aircraft types; however, our dependence on the A319, A320 and A321 family of aircraft for all of our aircraft makes us vulnerable to any design defects or mechanical problems associated with this aircraft type or these engines. In the event of any actual or suspected design defects or mechanical problems with
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this family of aircraft, whether involving our aircraft or that of another airline, we may choose or be required to suspend or restrict the use of our aircraft. Our business could also be materially adversely affected if the public avoids flying on our aircraft due to an adverse perception of our plane type or engine type, whether because of safety concerns or other problems, real or perceived, or in the event of an accident involving such aircraft or engine. Our intellectual property rights, particularly our branding rights, are vulnerable, and any inability to protect them may adversely affect our business and financial results.
We consider our intellectual property rights, particularly our branding rights such as our trademark applicable to our airline, to be a significant and valuable aspect of our business. We aim to protect our intellectual property rights through a combination of trademark, copyright and other forms of legal protection, contractual agreements and policing of third-party misuses of our intellectual property, but cannot guarantee that such efforts will be successful. Our failure to obtain or adequately protect our intellectual property or any change in the law that lessens or removes the current legal protections of our intellectual property may diminish our competitiveness and adversely affect our business and financial results. Any litigation or disputes regarding intellectual property may be costly and time-consuming and may divert the attention of our management and key personnel form our business operations, either of which may adversely affect our business and financial results.
Our quarterly results of operations fluctuate due to a number of factors, including seasonality.
The charter airline industry is seasonal. The demand for and the pricing of charter services does fluctuate throughout the year, as it does with most air travel industries. Historically, demand for air travel is higher in the second and third quarters, driving higher revenues, than in the first and fourth quarters, which are periods of lower travel demand. In so much as GlobalX has fixed costs relating to air crews, insurance, leases, rent and other payments, lower periods of demand, combined with lower prices, could lead to negative cash flow and earnings for a given period.
Threatened or actual terrorist attacks or security concerns involving airlines could have a material adverse effect on our business, results of operations and financial condition.
The September 11, 2001 terrorist attacks and subsequent terrorist activity have caused uncertainty in the minds of the traveling public. The occurrence of a major terrorist attack or attempted terrorist attack (whether domestic or international and whether involving GlobalX or another carrier or no carrier at all) and additional restrictive security measures that are implemented in response could have a material adverse effect on passenger demand for air travel and on the number of passengers traveling on GlobalX’s flights. It could also lead to a substantial increase in insurance, airport security and other costs. Any resulting reduction in passenger revenues and/or increases in insurance, security or other costs could result in a material adverse effect.
The rapid spread of the COVID-19 virus and its variants has had and may continue to have an adverse impact on our business, operating results, financial condition and liquidity. A new outbreak of COVID-19 or another disease or similar public health threat in the future could also have an adverse effect on our business, operating results, financial condition and liquidity.
On March 11, 2020, the World Health Organization declared COVID-19 a global pandemic causing a massive market disruption to the aviation industry. Measures such as travel restrictions, including testing regimes, “stay at home” and quarantine orders, limitations on public gatherings, cancellation of public events and many others have resulted in a decline in demand for air travel.
While most restrictions have been removed in the United States, and a recovery is underway in the domestic airline industry, additional governmental and other restrictions and regulations may be implemented or reinstated in the future in response to further outbreaks of COVID-19 or another disease, including travel restrictions (including on domestic air travel within the United States), quarantines of populations (including our personnel), limitations on aircraft capacity, testing requirements and restrictions on our ability to access our facilities or aircraft or requirements to collect additional passenger data. In addition, governments, non-governmental organizations and entities in the private sector may issue non-binding advisories or recommendations regarding air travel or other physical distancing measures, including limitations on the number of persons that should be present at public gatherings, which may significantly reduce demand. These and other restrictions and regulations, as well as the general concern about the virus among travelers, have had, and could continue to have, a material adverse impact on our business, operating results, financial condition and liquidity.
Future outbreaks of COVID-19 or another disease could have a material negative impact on demand. Reduced demand would have an adverse impact on our revenues and lower levels of flying can lead to higher unit costs. Actual or perceived risk of infection from COVID-19 or another disease could have a material adverse effect on the public’s demand for and willingness to use air travel, which could harm our reputation and business. Our operations may be further impacted in the event of additional instances of actual or perceived risk of infection of COVID-19 or another disease among our employees, suppliers or business partners, and this impact may have a material adverse effect if we are unable to maintain a suitably skilled and sized workforce and address related employee matters. In addition, supply chain disruptions may impede our cargo customers’ ability to deliver freight to the airports we serve, which could reduce their need for our services and thus have a material adverse effect on our business, results of operations and financial condition. The industry may also be subject to enhanced health and hygiene requirements in attempts to counteract future outbreaks of COVID-19
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or another disease, which requirements may be costly and take a significant amount of time to implement, or drive additional staffing during a time when staffing shortages are commonplace.
We may take additional actions in response to COVID-19 or another disease to improve our financial position, including measures to improve liquidity, such as the issuance of unsecured and secured debt securities, equity securities and equity-linked securities, the sale of assets and/or the entry into additional bilateral and syndicated secured and/or unsecured credit facilities. There can be no assurance as to the timing of any such issuance, or that any such additional financing will be completed on favorable terms, or at all. Any such actions may be material in nature and could result in significant additional borrowing. Our reduction in expenditures, measures to improve liquidity or other strategic actions that we may take in the future in response to COVID-19 or another disease may not be effective in offsetting decreased demand, which could result in a material adverse effect on our business, operating results, liquidity and financial condition.
Even as enhanced screenings, quarantine and other requirements, and travel restrictions have eased, we may continue to experience similar adverse effects to our business, operating results, financial condition and liquidity resulting from a recessionary or depressed economic environment that may persist, including increases in unemployment, and our business and operating results may not return to pre-COVID-19 pandemic levels on a timely basis or at all. The impact of future outbreaks of COVID-19 or another disease on our businesses, operating results, financial condition and liquidity could exacerbate the other risks identified in this prospectus.
General economic conditions may reduce the demand for our services.
The financial success of GlobalX may be sensitive to adverse changes in general economic conditions in the United States such as war, terrorist attacks, recession, inflation, labor disputes, demographic changes, pandemics, weather or climate changes, unemployment and interest rates. Such changing conditions could reduce demand in the marketplace for GlobalX’s services.
We may become involved in litigation that may materially adversely affect us.
GlobalX may be subject to litigation arising out of its operations. Damages claimed under such litigation may be material or may be indeterminate, and the outcome of such litigation may materially impact GlobalX’s business, results of operations, or financial condition. While GlobalX will assess the merits of any lawsuit and defend itself accordingly, it may be required to incur significant expense or devote significant financial resources to defending itself against such litigation. In addition, the adverse publicity surrounding such claims may result in a material adverse effect.
Increased labor costs, union disputes, employee strikes and other labor-related disruption, may adversely affect our business, results of operations and financial condition.
GlobalX intends to have a non-unionized workforce. In the event that unionization activities occur with its workforce, GlobalX will incur increased labor costs. Increased labor costs will negatively impact upon GlobalX’s cost structure and will adversely affect GlobalX’s ability to operate an airline.
Many factors could affect our ability to control our costs and to maintain a low cost structure.
Our business plan calls for our operations to be based at MIA, which is our primary hub, with the vast majority of our projected flights consisting of daily round trips departing from and returning to MIA. If we are unable to continue to secure operating capacity at MIA for our operations or planned expansion our business will be substantially harmed. And, assuming that we do obtain operating capacity at MIA, there is no guarantee that the fees and other costs related to operating out of MIA will not increase. Our operating performance and results of operations could be harmed by any such increase in fees or costs charged by the airport. We have reached an agreement with Sheltair Aviation (2) for the financing and construction of a new aircraft maintenance facility at the Fort Lauderdale- Hollywood International Airport (KFLL). We expect to break ground on this new facility in Q2 2024, occupy the facility in Q2 2025, and to cost approximately $25 million to construct. KFLL will become the new base of operations at such point. However, there is no guarantee that the facility at KFLL will be completed on time or on budget and as a result any delays or cost increases could have a material adverse impact on the airline.
We will rely heavily on technology and automated systems to operate our business and any failure of these technologies or systems or failure by their operators could harm our business.
We will need to put in place a significant amount of information technology and automated systems to operate our business. The functionality and implementation of these systems will be one of the keys to achieving low operating costs. These systems are expected to include a computerized airline reservation system, flight operations system, financial planning, management and accounting systems, telecommunications systems, website, maintenance systems and check-in kiosks. An inability to implement these systems in a timely fashion could result in delays in the start of our operations. In addition, in order for our operations to work efficiently, our website and reservation system will need to be able to accommodate a high volume of traffic, maintain secure information and deliver flight
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information. Substantially all of our tickets are expected to be issued to passengers as electronic tickets. We intend for our reservation system to be hosted and maintained under a long term contract by a third-party service provider and we plan to rely on this reservation system to issue, track and accept electronic tickets. If we are unable to contract with the third party service provider or otherwise are unable to implement our reservation system or our reservation system fails or experiences interruptions, and we are unable to book seats for any period of time, we could lose a significant amount of revenue as customers book seats on competing airlines.
Unauthorized breach of our information technology infrastructure could compromise the personally identifiable information of our passengers, prospective passengers or personnel and expose us to liability, damage our reputation and have a material adverse effect on our business, results of operations and financial condition.
Our anticipated processing, storage, use and disclosure of personal data could give rise to liabilities as a result of government regulation or a significant data breach may adversely affect the Company’s business. In our regular business operations, we collect, transmit, process and store sensitive data, including personal and financial information of our customers and employees such as payment processing information and information of our business partners. GlobalX depends on the ability to use information we collect to provide our services and operate our business.
GlobalX must manage increasing legislative, regulatory and consumer focus on privacy issues and data security. For example, in May 2018, the EU’s General Data Protection Regulation became effective, which imposes significant privacy and data security requirements, as well as potential for substantial penalties for non-compliance. Recent penalties imposed by regulators have resulted in substantial adverse financial consequences to those companies. Also, some of GlobalX’s commercial partners, such as credit card companies, have imposed data security standards that GlobalX must meet. These standards continue to evolve. GlobalX will continue its efforts to meet its privacy and data security obligations; however, it is possible that certain new obligations or customer expectations may be difficult to meet and could increase GlobalX’s costs.
Additionally, GlobalX must manage evolving cybersecurity risks. Our network systems and storage applications, and those systems and storage and other business applications maintained by our third-party providers, may be subject to attempts to gain unauthorized access, breach, malfeasance or other system disruptions. In some cases, it is difficult to anticipate or to detect immediately such incidents and the damage caused thereby. In addition, as attacks by cybercriminals become more sophisticated, frequent and intense, the costs of proactive defense measures may increase. While we continually work to safeguard our internal network systems, including through risk assessments, system monitoring, information security policies and employee awareness and training, and review and validate our third-party security standards, there is no assurance that such actions will be sufficient to prevent cyber-attacks or data breaches.
The loss, disclosure, misappropriation of or access to customers’, employees’ or business partners’ information or GlobalX’s failure to meet its obligations could result in legal claims or proceedings, penalties and remediation costs. A significant data breach or GlobalX’s failure to meet its obligations may adversely affect GlobalX’s reputation, relationships with our business partners, business, operating results and financial condition.
Failure to comply with applicable environmental regulations could have a material adverse effect on our business, results of operations and financial condition.
We expect to be subject to increasingly stringent federal, state, local and foreign laws, regulations and ordinances relating to the protection of the environment, including those relating to emissions to the air, discharges to surface and subsurface waters, safe drinking water, and the management of hazardous substances, oils and waste materials. Compliance with all environmental laws and regulations can require significant expenditures and any future regulatory developments in the U.S. and abroad could adversely affect operations and increase operating costs in the airline industry. For example, climate change legislation was previously introduced in Congress and such legislation could be re-introduced in the future by Congress and state legislatures, and could contain provisions affecting the aviation industry, compliance with which could result in the creation of substantial additional costs to us. Similarly, the Environmental Protection Agency issued a rule that regulates larger emitters of greenhouse gases. Future operations and financial results may vary as a result of such regulations. Compliance with these regulations and new or existing regulations that may be applicable to us in the future could increase our cost base and could have a material adverse effect on our business, results of operations and financial condition. Governmental authorities in several U.S. and foreign cities are also considering or have already implemented aircraft noise reduction programs, including the imposition of nighttime curfews and limitations on daytime take-offs and landings, which could adversely affect our operations going forward, particularly if locally-imposed regulations become more restrictive or widespread.
We have a significant amount of aircraft-related fixed obligations that could impair our liquidity and thereby harm our business, results of operations and financial condition.
We expect to lease all of our aircraft. Our ability to pay the fixed costs associated with our contractual obligations under these leases will depend on our operating performance and cash flow, which will in turn depend on, among other things, the success of our current business strategy, whether fuel prices continue at current price levels and/or further increase or decrease, further weakening or improving
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in the U.S. economy, as well as general economic and political conditions and other factors that are, to some extent, beyond our control. The amount of our aircraft related fixed obligations could have a material adverse effect on our business, results of operations and financial condition.
Rising maintenance and repair costs could adversely affect cash flow and results of operation.
As we anticipate ordering all new aircraft our initial maintenance costs will in all likelihood be lower at the beginning of the aircraft lease. Our fleet will require more maintenance as it ages and our maintenance and repair expenses for each of our aircraft will likely be incurred at approximately the same intervals. Moreover, because we anticipate that our current fleet will be acquired over a relatively short period, significant maintenance that is scheduled on each of these planes will likely occur at roughly the same time, meaning we will likely incur our most expensive scheduled maintenance obligations, known as heavy maintenance, across our present fleet around the same time. These more significant maintenance activities could result in out-of-service periods during which our aircraft are dedicated to maintenance activities and unavailable to generate revenue. In addition, we anticipate that the terms of our lease agreements will require us to pay supplemental rent, also known as maintenance reserves, to be paid to the lessor in advance of the performance of major maintenance, resulting in our recording significant prepaid deposits on our balance sheet. We expect scheduled and unscheduled aircraft maintenance expenses to increase as a percentage of our revenue over the next several years. Any significant increase in maintenance and repair expenses would have a material adverse effect on our business, results of operations and financial condition.
We may face difficulties in recruiting and hiring our workforce.
From time to time, the airline industry has experienced a shortage of personnel licensed by the FAA, especially pilots and mechanics. We expect to compete against the major U.S. and foreign flag airlines for labor in these highly-skilled positions. Major U.S. airlines may offer wage and benefit packages that exceed our wage and benefit packages. If we are unable to hire, train and retain qualified employees at its anticipated costs, we may be unable to successfully execute our business plan. Moreover, in the future, we may have to increase wages and benefits in order to attract and retain qualified personnel or risk considerable employee turnover.
The airline industry is particularly sensitive to changes in economic conditions.
Negative economic conditions or a reoccurrence of such conditions would negatively impact our business, results of operations and financial condition. Our business and the airline industry in general are affected by many changing economic conditions beyond our control, including, among others:
These factors can adversely affect the results of our operations, our ability to obtain financing on acceptable terms, and our liquidity generally. Unfavorable general economic conditions, such as higher unemployment rates, a constrained credit market, housing-related pressures and increased focus on reducing business operating costs can reduce spending for leisure, visiting friends and relatives, and business travel. For many travelers, in particular the leisure and visiting friends and relatives travelers we serve, air transportation is a discretionary purchase that they can eliminate from their spending in difficult economic times. Unfavorable economic conditions could also affect our ability to raise prices to counteract increased fuel, labor or other costs, resulting in a material adverse effect on our business, results of operations and financial condition.
Risks associated with our presence in international emerging markets, including political or economic instability, and failure to adequately comply with existing legal requirements, may materially adversely affect us.
Some of our target growth markets include countries with less developed economies, legal systems, financial markets and business and political environments are vulnerable to economic and political disruptions, such as significant fluctuations in gross domestic product, interest and currency exchange rates, civil disturbances, government instability, nationalization and expropriation of private assets, trafficking and the imposition of taxes or other charges by governments. The occurrence of any of these events in markets served by us now or in the future and the resulting instability may have a material adverse effect on our business, results of operations and financial condition.
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We will emphasize compliance with all applicable laws and regulations and will implement and refresh policies, procedures and certain ongoing training of our employees, third-party specialists and partners with regard to business ethics and key legal requirements; however, we cannot assure you that our employees, third-party specialists or partners will adhere to our code of ethics, other policies or other legal requirements. If we fail to enforce our policies and procedures properly or maintain adequate recordkeeping and internal accounting practices to record our transactions accurately, we may be subject to sanctions. In the event we believe or have reason to believe our employees, third-party specialists or partners have or may have violated applicable laws or regulations, we may incur investigation costs, potential penalties and other related costs which in turn may have a material adverse effect on our reputation, business, results of operations and financial condition.
We face limits on foreign ownership and control.
To comply with restrictions imposed by federal law on foreign ownership of U.S. airlines, we will restrict voting of shares of capital stock by non-U.S. citizens. The restrictions imposed by federal law currently require that no more than 25% of our stock be voted or controlled, directly or indirectly, by persons who are not U.S. citizens and that our president and at least two-thirds of the members of our board of directors be U.S. citizens.
To be considered a U.S. citizen, you must be: (1) individual who is a citizen of the U.S.; (2) a partnership each of whose partners is an individual who is a citizen of the U.S.; or (3) a corporation or association organized under the laws of the U.S. or a state, the District of Columbia, or a territory or possession of the U.S., of which the president and at least two-thirds of the board of directors and other managing officers are citizens of the U.S., which is under the actual control of citizens of the U.S., and in which at least 75 percent of the voting interest is owned and controlled by persons that are citizens of the U.S.
No shares of stock may be voted by or at the direction of non-U.S. citizens unless such shares are registered on a separate stock record, which is referred to as the foreign stock record. Further, no shares of its capital stock will be registered on the foreign stock record if the amount so registered would exceed the foreign ownership restrictions imposed by federal law.
We are subject to extensive regulation by the FAA, the DOT, the TSA, CBP and other U.S. and foreign governmental agencies, compliance with which could cause us to incur increased costs and adversely affect our business, results of operations and financial condition.
Airlines are subject to extensive regulatory and legal compliance requirements, both domestically and internationally, that involve significant costs. In the last several years, Congress has passed laws, and the DOT, FAA and TSA have issued regulations, relating to the operation of airlines that have required significant expenditures. We expect to continue to incur expenses in connection with complying with government regulations. Additional laws, regulations, taxes and airport rates and charges have been proposed from time to time that could significantly increase the cost of airline operations or reduce the demand for air travel. If adopted, these measures could have the effect of raising charter prices, reducing revenue and increasing costs.
We cannot assure you that these and other laws or regulations enacted in the future will not harm our business. Our ability to operate as an airline is dependent on our maintaining certifications issued to us by the DOT and the FAA. The FAA has the authority to issue mandatory orders relating to, among other things, the grounding of aircraft, inspection of aircraft, installation of new safety-related items and removal and replacement of aircraft parts that have failed or may fail in the future. A decision by the FAA to ground, or require time consuming inspections of or maintenance on, our aircraft, for any reason, could negatively affect our business and financial results. Federal law requires that air carriers operating large aircraft be continuously “fit, willing and able” to provide the services for which they are licensed. Our “fitness” is monitored by the DOT, which considers factors such as unfair or deceptive competition, advertising, baggage liability and disabled passenger transportation. While the DOT has seldom revoked a carrier’s certification for lack of fitness, such an occurrence would render it impossible for us to continue operating as an airline. The DOT may also institute investigations or administrative proceedings against airlines for violations of regulations.
International routes are regulated by treaties and related agreements between the United States and foreign governments. Our ability to operate international routes is subject to change because the applicable arrangements between the United States and foreign governments may be amended from time to time. Our access to new international markets may be limited by our ability to obtain the necessary certificates to fly the international routes. In addition, our operations in foreign countries are subject to regulation by foreign governments and our business may be affected by changes in law and future actions taken by such governments, including granting or withdrawal of government approvals and restrictions on competitive practices. We are subject to numerous foreign regulations based on the large number of countries outside the United States where we currently provide service. If we are not able to comply with this complex regulatory regime, our business could be significantly harmed.
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Risk Factors Relating to this Offering and Ownership of Our Common Stock
We do not know whether an active, liquid and orderly market will develop for our common stock or what the market price of our common stock will be, and, as a result, it may be difficult for you to sell your shares of our common stock.
Our common stock currently trades on the OTCQB and NEO and our Class B Non-Voting Common Stock trades on the NEO, each with very limited daily trading volume. The market price of our common stock and our Class B Non-Voting Common Stock may fluctuate significantly in response to numerous factors, many of which are beyond our control, including:
Until our common stock is listed on a qualified national securities exchange or our common stock price exceeds $5 per share, our common stock will be considered a “penny stock” and will not qualify for exemption from the “penny stock” restrictions, which may make it more difficult for you to sell your shares.
Prior to this offering, our common stock has traded on the OTCQB at a price of less than $5.00 per share and, as a result, is considered a “penny stock” by the SEC and subject to rules adopted by the SEC regulating broker- dealer practices in connection with transactions in “penny stocks.” The SEC has adopted regulations which generally define a “penny stock” to be any equity security that is not listed on a qualified national securities exchange and that has a market price of less than $5.00 per share, or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, these rules require delivery, prior to any transaction in a penny stock, of a disclosure schedule relating to the penny stock market. Disclosure is also required to be made about current quotations for the securities and commissions payable to both the broker-dealer and the registered representative. Finally, broker-dealers must send monthly statements to purchasers of penny stocks disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. As a result of our common stock being subject to the rules on penny stocks, the liquidity of our common stock may be adversely affected.
We will require additional capital in the future and raising additional capital may cause dilution to our existing stockholders, restrict our operations or require us to relinquish rights to our business assets.
We will require additional capital in the future and we may seek additional capital through a combination of public and private equity offerings, debt financings, working capital lines of credit and potential licenses and collaboration agreements. We, and indirectly, our stockholders, will bear the cost of issuing and servicing such securities. Because our decision to issue debt or equity securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of any future offerings. To the extent that we raise additional capital through the sale of equity or debt securities, your ownership interest will be diluted, and the terms may include liquidation or other preferences that adversely affect your rights as a stockholder. The incurrence of indebtedness would result in increased fixed payment obligations and could involve restrictive covenants, such as limitations on our ability to incur additional debt, limitations on our ability to acquire additional aircraft and other operating restrictions that could adversely impact our ability to conduct our business. Additionally, any future collaborations we enter into with third parties may provide capital in the near term but limit our potential cash flow and revenue in the future.
If securities analysts do not publish research or reports about our business or if they publish negative evaluations of our stock, the price of our stock could decline.
The trading market for our common stock and our Class B Non-Voting Stock will rely in part on the research and reports that industry or financial analysts publish about us or our business. We do not currently have and may never obtain research coverage by industry or financial analysts. If no or few analysts commence coverage of us, the trading price of our stock could decrease. Even if we do obtain analyst coverage, if one or more of the analysts covering our business downgrade their evaluations of our stock, the price of our stock could decline. If one or more of these analysts cease to cover our stock, we could lose visibility in the market for our stock, which in turn could cause our stock price to decline.
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Insiders will continue to have substantial influence over us after this offering, which could limit your ability to affect the outcome of key transactions, including a change of control.
After this offering, our directors, executive officers, holders of more than 5% of our outstanding stock and their respective affiliates will beneficially own shares representing approximately 40% of our outstanding common stock . As a result, these stockholders, if they act together, will be able to influence our management and affairs and all matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions. This concentration of ownership may have the effect of delaying or preventing a change in control of our company and might affect the market price of our common stock and our Class B Non-Voting Common Stock.
We will register the shares of common stock issuable under our equity compensation plans and the sale of such shares could affect our market price. If any of these additional shares are sold, or if it is perceived that they will be sold, in the public market, the market price of our common stock could decline.
Our corporate charter and Bylaws include provisions limiting voting and ownership by non-U.S. citizens.
To comply with restrictions imposed by federal law on foreign ownership of U.S. airlines, our Certificate of Incorporation and Bylaws restrict voting of shares of our common stock by non-U.S. citizens. The restrictions imposed by federal law currently require that no more than 24.9% of our stock be voted, directly or indirectly, by persons who are not U.S. citizens, that no more than 49.9% of our outstanding stock be owned (beneficially or of record) by persons who are not U.S. citizens and that our president and at least two-thirds of the members of our board of directors and senior management be U.S. citizens. Our Bylaws provide that the failure of non-U.S. citizens to register their shares on a separate stock record, which we refer to as the “foreign stock record,” would result in a suspension of their voting rights in the event that the aggregate foreign ownership of the outstanding common stock exceeds the foreign ownership restrictions imposed by federal law. Our Bylaws also provide that any transfer or issuance of our stock that would cause the amount of our stock owned by persons who are not U.S. citizens to exceed foreign ownership restrictions imposed by federal law will be void and of no effect.
Our Bylaws further provide that no shares of our common stock will be registered on the foreign stock record if the amount so registered would exceed the foreign ownership restrictions imposed by federal law. If it is determined that the amount registered in the foreign stock record exceeds the foreign ownership restrictions imposed by federal law, shares will be removed from the foreign stock record in reverse chronological order based on the date of registration therein, until the number of shares registered therein does not exceed the foreign ownership restrictions imposed by federal law. We are currently in compliance with these ownership restrictions.
We are an “emerging growth company” and a “smaller reporting company” and the reduced disclosure requirements applicable to emerging growth companies may make our common stock less attractive to investors.
We are an “emerging growth company,” as defined in the JOBS Act. For so long as we remain an emerging growth company, we are permitted and plan to rely on exemptions from certain disclosure requirements that are applicable to other public companies that are not emerging growth companies. These exemptions include, but are not limited to: (i) exemption from compliance with the auditor attestation requirements pursuant to SOX; (ii) exemption from compliance with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements; (iii) reduced disclosure about our executive compensation arrangements; and (iv) exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
We will continue to remain an emerging growth company until the earliest of the following: (i) the last day of the fiscal year following the fifth anniversary of the date of the completion of this offering; (ii) the last day of the fiscal year in which our total annual gross revenue is equal to or more than $1.07 billion; (iii) the date on which we have issued more than $1 billion in nonconvertible debt during the previous three years; or (iv) the date on which we are deemed to be a large accelerated filer under the rules of the SEC.
In addition, we are currently a “smaller reporting company,” as defined in the Exchange Act and have elected to take advantage of certain of the scaled disclosures available to smaller reporting companies. To the extent that we continue to qualify as a “smaller reporting company” as such term is defined in Rule 12b-2 under the Exchange Act, after we cease to qualify as an emerging growth company, certain of the exemptions available to us as an “emerging growth company” may continue to be available to us as a “smaller reporting company,” including exemption from compliance with the auditor attestation requirements pursuant to SOX and reduced disclosure about our executive compensation arrangements. We will continue to be a “smaller reporting company” until we have $250 million or more in public float (based on our common stock) measured as of the last business day of our most recently completed second fiscal quarter or, in the event we have no public float (based on our common stock) or a public float (based on our common stock) that is less than $700 million, annual revenues of $100 million or more during the most recently completed fiscal year.
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As a result, the information we provide stockholders will be different than the information that is available with respect to other public companies. In this prospectus, we have not included all of the executive compensation related information that would be required if we were not an emerging growth company, nor have we included all of the quantitative and qualitative disclosures about market risk that would be required if we were not a smaller reporting company. We cannot predict whether investors will find our common stock less attractive if we rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock, and our stock price may be more volatile.
In addition, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This allows an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have opted to take advantage of this extended transition period for the adoption of certain accounting standards.
We incur increased costs as a result of operating as a public company, and our management will be required to devote substantial time to new compliance initiatives and corporate governance practices.
As a public company, and particularly after we are no longer an emerging growth company, we will incur significant legal, accounting, and other expenses that we did not incur as a private company. SOX, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the listing requirements of Nasdaq, and other applicable securities rules and regulations impose various requirements on public companies, including establishment and maintenance of effective disclosure and financial controls and corporate governance practices. We expect that we will need to hire additional accounting, finance, and other personnel as we continue to grow to comply with public company reporting requirements, as a public company, and our management and other personnel will need to devote a substantial amount of time towards maintaining compliance with these requirements. These requirements will increase our legal and financial compliance costs and will make some activities more time- consuming and costly. For example, the rules and regulations applicable to us as a public company may make it more difficult and more expensive for us to mantain director and officer liability insurance, which could make it more difficult for us to attract and retain qualified members of our board of directors. We are currently evaluating these rules and regulations and cannot predict or estimate the amount of additional costs we may incur or the timing of such costs. These rules and regulations are often subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices.
Pursuant to Section 404 of SOX, we are required to furnish a report by our management on our internal control over financial reporting beginning with our second filing of an Annual Report on Form 10-K with the SEC after we became a public company. However, while we remain an emerging growth company or smaller reporting company, we are not be required to include an attestation report on internal control over financial reporting issued by our independent registered public accounting firm. To achieve compliance with Section 404 of SOX within the prescribed period, we are engaged in a process to document and evaluate our internal control over financial reporting, which is both costly and challenging. In this regard, we need to continue to dedicate internal resources, potentially engage outside consultants, adopt a detailed work plan to assess and document the adequacy of internal control over financial reporting, continue steps to improve control processes as appropriate, validate through testing that controls are functioning as documented, and implement a continuous reporting and improvement process for internal control over financial reporting. Despite our efforts, there is a risk that we are not be able to conclude, within the prescribed timeframe or at all, that our internal control over financial reporting is effective as required by Section 404 of SOX. If we identify one or more material weaknesses, it could result in an adverse reaction in the financial markets due to a loss of confidence in the reliability of our financial statements.
We do not expect to pay any dividends for the foreseeable future. Investors in this offering may never obtain a return on their investment.
You should not rely on an investment in our stock to provide dividend income. We do not anticipate that we will pay any dividends to holders of our common stock or Class B Non-Voting Common Stock in the foreseeable future. Instead, we plan to retain any earnings to maintain and expand our existing operations. In addition, any future credit facility we enter into, or debt instrument that we issue, may contain terms prohibiting or limiting the amount of dividends that may be declared or paid on our common stock or Class B Non-Voting Common Stock. Accordingly, investors must rely on sales of their common stock or Class B Non-Voting Common Stock after price appreciation, which may never occur, as the only way to realize any return on their investment. As a result, investors seeking cash dividends should not purchase our common stock or Class B Non-Voting Common Stock.
Delaware law and provisions in our Certificate of Incorporation and Bylaws might discourage, delay, or prevent a change in control of our company or changes in our management and, therefore, depress the trading price of our common stock.
Provisions in our Certificate of Incorporation and Bylaws effective upon the closing of this offering may discourage, delay, or prevent a merger, acquisition, or other change in control that stockholders may consider favorable, including transactions in which you might
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otherwise receive a premium for your shares of our common stock. These provisions may also prevent or frustrate attempts by our stockholders to replace or remove our management. Therefore, these provisions could adversely affect the price of our common stock. Among other things, our charter documents will:
In addition, Section 203 of the General Corporation Law of the State of Delaware, or DGCL, prohibits a publicly-held Delaware corporation from engaging in a business combination with an interested stockholder, generally a person which together with its affiliates owns, or within the last three years has owned, 15% of our voting stock, for a period of three years after the date of the transaction in which the person became an interested stockholder, unless the business combination is approved in a prescribed manner.
Any provision of our Certificate of Incorporation, Bylaws, or Delaware law that has the effect of delaying or preventing a change in control could limit the opportunity for our stockholders to receive a premium for their shares of our capital stock and could also affect the price that some investors are willing to pay for our common stock.
Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud.
As a public company, we are subject to the periodic reporting requirements of the Exchange Act. Our disclosure controls and procedures are designed to reasonably assure that information required to be disclosed by us in reports we file or submit under the Exchange Act are accumulated and communicated to management, and recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. We believe that any disclosure controls and procedures or internal controls and procedures, no matter how well-conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.
These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by an unauthorized override of the controls. Accordingly, because of the inherent limitations in our control system, misstatements or insufficient disclosures due to error or fraud may occur and not be detected.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some of the information contained in this prospectus contains forward-looking statements within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. When contained in this prospectus, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward- looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside our management’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. These forward-looking statements are based on information available as of the date of this prospectus, and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
We cannot guarantee the accuracy of the forward-looking statements, and you should be aware that results and events could differ materially and adversely from those contained in the forward-looking statements due to a number of factors including, but not limited to:
Should one or more of these risks or uncertainties materialize, or should any of the underlying assumptions prove incorrect, actual results may vary in material respects from those expressed or implied by these forward-looking statements. You should not place undue reliance on these forward-looking statements. For a discussion of the risks involved in our business and investing in our common stock, see “Risk Factors.” You should read this prospectus and the documents that we have filed as exhibits to the registration statement of which this prospectus is a part completely and with the understanding that our actual future results may be materially different from what we expect.
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The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of our securities.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the Shares by the Selling Stockholders. However, we will receive proceeds from the exercise, if any, of the Warrants of the Selling Stockholders. The exercise price and the number of the Warrant Shares may be adjusted in certain circumstances, including stock splits, dividends or distributions, or other similar transactions. We will use these proceeds, if any, for general corporate and working capital purposes, or for other purposes that our board of directors, in its good faith, deems to be in the best interest of our Company. We have agreed to bear the expenses relating to the registration of the offer and resale by the Selling Stockholders of the shares being offered hereby. There can be no assurance that any of these Warrants will be exercised by the Selling Stockholders at all.
DIVIDEND POLICY
We have not declared or paid any cash dividends on our capital stock since our inception. We intend to retain future earnings, if any, to finance the operation and expansion of our business and do not anticipate paying any cash dividends in the foreseeable future. Payment of future cash dividends, if any, will be at the discretion of our board of directors after taking into account various factors, including our financial condition, operating results, current and anticipated cash needs, the requirements and contractual restrictions of then-existing debt instruments and other factors that our board of directors deems relevant.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion provides information that management believes is relevant to an understanding and assessment of our consolidated financial condition and results of operations. You should read this discussion in conjunction with our consolidated financial statements and the notes thereto included elsewhere in this prospectus. This discussion and analysis of our financial condition and results of operations also contains forward-looking statements that involve risks, uncertainties, and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those set forth under the section entitled “Risk Factors.”
GENERAL
This Management Discussion & Analysis (“MD&A”) is intended to supplement and complement the consolidated financial statements and accompanying notes of Global Crossing Airlines Group Inc. (the “Company” or “GlobalX”). The information provided herein should be read in conjunction with the Company’s (1) audited consolidated financial statements for the year ended December 31, 2022 and the accompanying notes thereto and (2) unaudited condensed consolidated financial statements for the nine months ended September 30, 2023 and the accompanying notes thereto.
All dollar figures presented are expressed in United States dollars unless otherwise noted. The unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP).
Management is responsible for the preparation and integrity of the financial statements and MD&A, including the maintenance of appropriate information systems, procedures and internal controls and to ensure that information used internally or disclosed externally, including the financial statements and MD&A, is complete and reliable. The Company’s Board follows recommended corporate governance guidelines for public companies to ensure transparency and accountability to shareholders. The Board’s audit committee will meet with management quarterly to review the financial statements including the MD&A and to discuss other financial, operating and internal control matters.
The reader is encouraged to review the Company’s prior statutory filings on www.sedar.com and current filings on www.sec.gov.
FORWARD LOOKING STATEMENTS
This MD&A contains forward-looking statements and forward-looking information (collectively, “forward- looking statements”) within the meaning of applicable securities laws. These forward-looking statements relate to future events or the future performance of the Company. All statements other than statements of historical fact may be forward-looking statements. In some cases, forward-looking statements can be identified by terminology such as “may”, “will”, “should”, “expect”, “plan”, “anticipate”, “believe”, “estimate”, “predict”, “potential”, “continue”, or the negative of these terms or other comparable terminology. These forward-looking statements are only predictions. Actual events or results may differ materially. In addition, this MD&A may contain forward-looking statements attributed to third party industry sources. Undue reliance should not be placed on these forward-looking statements, as there can be no
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assurance that the plans, intentions or expectations upon which they are based will occur. By their nature, forward-looking statements involve numerous assumptions and known and unknown risks and uncertainties, both general and specific, which contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements will not occur. Forward-looking statements in this MD&A speak only as of the date of this MD&A.
Forward-looking statements in this MD&A include, but are not limited to, statements with respect to: expectations as to future operations of the Company; the Company’s anticipated financial performance; future development and growth prospects; expected general and administrative costs, costs of services and other costs and expenses; expected revenues; ability to meet current and future obligations; completion of the FAA certification process; terms with respect to the acquisition of aircraft; ability to obtain financing on acceptable terms or at all; and the Company’s business model and strategy.
Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. The Company cannot guarantee future results, levels of activity, performance or achievements. Neither the Company nor any other person assumes responsibility for the outcome of the forward-looking statements.
Many of the risks and other factors are beyond the control of the Company, which could cause results to differ materially from those expressed in the forward-looking statements contained in this MD&A. The risks and other factors include, but are not limited to: the availability of financial resources to fund the Company’s expenditures; competition for, among other things, capital reserves and skilled personnel; protection of intellectual property; the impact of competition and the competitive response to the Company’s business strategy; third party performance of obligations under contractual arrangements; prevailing regulatory, tax and other applicable laws and regulations; stock market volatility and market valuations; uncertainty in global financial markets; the impact of COVID-19 on global economic conditions; the successful negotiation of the sale and leaseback of aircrafts; the completion of the financing necessary to commence airline operations; and the other factors described under the heading “Risk Factors” in this MD&A.
These factors should not be considered exhaustive. With respect to forward-looking statements contained in this MD&A, the Company has made assumptions regarding, among other things: the impact of increasing competition; conditions in general economic and financial markets; current technology; cash flow; future exchange rates; timing and amount of capital expenditures; effects of regulation by governmental agencies; future operating costs; and the Company’s ability to obtain financing on acceptable terms. Readers are cautioned that the foregoing list of factors is not exhaustive and that additional information on these and other factors that could affect the Company’s operations or financial results is discussed in this MD&A. The above summary of assumptions and risks related to forward-looking statements is included in this MD&A in order to provide readers with a more complete perspective on the future operations of the Company. Readers are cautioned that this information may not be appropriate for other purposes.
The forward-looking statements contained in this MD&A are expressly qualified by this cautionary statement. The Company is not under any duty to update or revise any of the forward-looking statements except as expressly required by applicable securities laws.
DESCRIPTION OF BUSINESS
Global Crossing Airlines Group Inc. was incorporated under the laws of British Columbia and continued as a Federal corporation pursuant to the Canada Business Corporations Act effective February 28, 2017. On February 5, 2020, the Company entered into a definitive agreement with Global Crossing Airlines, Inc. (“Global USA”), a Delaware corporation, with respect to a business combination of the Company and Global USA (the “Transaction”). On December 22, 2020, the Company changed its jurisdiction of incorporation from the Province of British Columbia, Canada to the State of Delaware (the “U.S. Domestication“). In connection with the U.S. Domestication, the Company changed its name to “Global Crossing Airlines Group Inc.”
The Company’s principal business activity is providing passenger and cargo aircraft to customers through aircraft operating service agreements including, crew, maintenance, insurance (“ACMI”) and charter services (“Charter”) serving the United States, Caribbean, Latin American and European markets. The address of the Company’s registered agent is c/o Cogency Global Inc., 850 New Burton Rd, Suite 201, Dover, County of Kent, Delaware 19904. The Company’s shares of common stock are traded on the OTCQB Marketplace (“OTCQB”) under the symbol “JETMF” and on the NEO Exchange (“NEO”) under the symbol “JET.” The Company’s shares of Class B Non-Voting Common Stock are traded on the NEO Exchange (“NEO”) under the symbol “JET.B”
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REVIEW OF CONSOLIDATED FINANCIAL RESULTS
Comparison of the Nine Months Ended September 30, 2023 and 2022
LIQUIDITY AND CAPITAL RESOURCES
As of September 30, 2023, the Company had approximately $13.0 million in unrestricted cash and cash equivalents, an increase of $11.2 million from December 31, 2022, primarily due to the new $35 million secured notes entered during the quarter ended September 30, 2023. The proceeds from the notes were used to pay off existing loans of approximately $8.8 million as well as approximately $2.9 million of debt issuance costs and discounts, resulting in approximately $23.3 million of net proceeds to the Company which have been used to support the Company's increase in operations. Management believes the current level of cash and cash equivalents together with cash generated from expected increase of sales provides enough liquidity to support the Company's growth.
Net cash used in operating activities during the nine months ended September 30, 2023 increased from $1.8 million to $6.7 million, when compared to the same period in prior year, primarily due to the increase of $4.1 million in accounts receivable and the increase of $3.6 million in operating lease obligations and partially offset by the increase of $2.3 million in accrued liability and other liability when compared to the same period in prior year.
The liquidity impact due to the net loss of $18.4 million incurred during the nine months period ended September 30, 2023 was partially offset noncash items of $10.6 million, including amortization of right of use assets of $5.9 million, share based compensation of $1.7 million, depreciation of $1.5 million and amortization of debt issuance costs of $1.2 million. In addition, the net cash used by operating activities of $6.7 million for the nine months period ended September 30, 2023 was also impacted by the increase of accounts receivable of $4.8 million and operating lease obligations of $6.1 million.
For the nine months ended September 2022, the net cash used for operating activities was $1.8 million, consisting primarily of $11.4 million of net loss, non-cash adjustments of $5.0 million related primarily to amortization of right of use asset of $3.4 million, $795 thousand share-based payments, and $6.2 million in accrued liabilities and other liabilities.
The Company has significant fixed and noncancelable lease commitments of aircraft, equipment and related maintenance checks. As of September 30, 2023, the Company had total of $557 thousand and $10.1 million due in the next 12 months of future minimum lease payments under finance and operating leases, respectively, and approximately $397 thousands in current portion of notes payable included in the current liabilities presented in the Company’s consolidated balance sheet. As of September 30, 2023, the Company had total of $3.2 million and $51.4 million due after 12 months from the balance sheet date of future minimum lease payments under finance and operating leases, respectively, and approximately $28.8 million in notes payable included in the non-current liabilities presented in the Company’s consolidated balance sheet. The Company finished Q3 2023 with 10 passenger aircraft and two cargo aircraft and expects the aircraft fleet to increase to 13 passenger aircraft and five cargo aircraft by the end of 2023. In order to achieve the number of aircraft deliveries in 2023, the Company currently has six aircraft under lease with partial or total deposits paid and six additional aircraft under binding agreements that are subject to execution of definitive lease documentation and fulfillment of certain closing conditions.
During the nine months ended September 30, 2023, net cash used for investing activities increased from $4.5 million to $7.8 million, when compared to the same of period in prior year, primarily due to increase of deposits, deferred costs and other assets of $2.3 million and purchases of property and equipment of $1.0 million.
The Company continuously seeks to identify external sources of capital from time to time depending on our cash requirements, assessment of current and anticipated market conditions, and the after-tax cost of capital. Our access to capital markets can be adversely impacted by prevailing economic conditions and by financial, business and other factors, some of which are beyond our control.
Additionally, the Company’s borrowing costs are affected by market conditions and may be adversely impacted by a tightening in credit markets. The Company regularly assesses our anticipated working capital needs, debt and leverage levels, debt maturities, capital expenditure requirements and future investments or acquisitions to maximize shareholder return, efficiently finance our ongoing operations and maintain flexibility for future strategic transactions. The Company also regularly evaluates its liquidity and capital structure to ensure financial risks, adequate liquidity access and lower cost of capital are efficiently managed. Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
23
Table of Contents
Cash Flows
The Company’s cash flows for the periods set forth below are:
|
| Year Ended |
|
| Nine Months Ended |
| ||||||||||
|
| December 31, 2022 |
|
| December 31, 2021 |
|
| September 30, 2023 |
|
| September 30, 2022 |
| ||||
Cash used in operating activities |
| $ | (6,848,083 | ) |
| $ | (10,798,258 | ) |
| $ | (6,756,136 | ) |
| $ | (1,759,889 | ) |
Cash provided by financing activities |
|
| 6,226,685 |
|
|
| 18,896,319 |
|
|
| 26,374,547 |
|
|
| 6,051,082 |
|
Cash used in Investing activities |
|
| (1,911,669 | ) |
|
| (652,750 | ) |
|
| (7,779,950 | ) |
|
| (4,475,579 | ) |
Change in cash, cash equivalents, and restricted cash during the period |
|
| (2,533,067 | ) |
|
| 7,445,311 |
|
|
| 11,838,461 |
|
|
| (184,386 | ) |
Cash, cash equivalents, and restricted cash- beginning of period |
|
| 7,994,001 |
|
|
| 548,690 |
|
|
| 5,460,934 |
|
|
| 7,994,001 |
|
Cash, cash equivalents, and restricted cash-end of the period |
| $ | 5,460,934 |
|
| $ | 7,994,001 |
|
| $ | 17,299,395 |
|
| $ | 7,809,615 |
|
Contractual Obligations and Commitments
The Company has contractual obligations and commitments primarily with regard to management and development services, lease arrangements and financing arrangements.
On October 14, 2021, the Company entered into a lease agreement for an A321F cargo aircraft. The ten year lease term commenced on January 24, 2023. Under the agreement, the Company will pay the lessor a fixed monthly rent for 72 months, plus supplemental rent for maintenance of the aircraft.
On March 8, 2022, the Company signed a lease agreement for a fourth A321F cargo aircraft and paid commitment fees to the lessor. The lease will commence upon aircraft delivery which is expected to be in 2024 and will run through 96 months from delivery date. In addition to basic rent due, the Company will pay the lessor supplemental rent for maintenance of the aircraft.
On March 22, 2022, the Company signed a lease agreement for a fifth A321F cargo aircraft and paid commitment fees to the lessor. The lease will commence upon aircraft delivery which is expected to be in 2024 and will run through 72 months from delivery date. In addition to basic rent due, the Company will pay the lessor supplemental rent for maintenance of the aircraft.
On June 21, 2022, the Company entered into a lease agreement for a second A321F cargo aircraft. The eight year lease term commenced on June 1, 2023. Under the agreement, the Company will pay the lessor a fixed monthly rent for 96 months, plus supplemental rent for maintenance of the aircraft.
On July 29, 2022, the Company signed a lease agreement for a sixth A321F cargo aircraft and paid commitment fees to the lessor. The lease will commence upon aircraft delivery which is expected to be in 2024 and will run through 72 months from delivery date. In addition to basic rent due, the Company will pay the lessor supplemental rent for maintenance of the aircraft.
On December 14, 2022, the Company entered into a lease agreement for an A319 passenger aircraft. The two year lease term commenced on August 18, 2023. Under the agreement, the Company will pay the lessor a fixed monthly rent for 24 months, plus supplemental rent for maintenance of the aircraft.
On January 27, 2023, the Company entered into a lease agreement for an A320 passenger aircraft. The six year lease term commenced on April 21, 2023. Under the agreement, the Company will pay the lessor a fixed monthly rent for 72 months, plus supplemental rent for maintenance of the aircraft.
On May 22, 2023, the Company entered into a lease agreement for a commercial property warehouse. The five-year lease term commenced on June 1, 2023. Under the agreement, the Company will pay the lessor variable monthly rents increasing once every year for 62 months, plus estimated expenses for insurance, utilities, taxes, management fees and other operating expenses.
On June 16, 2023, the Company signed a lease agreement for an A320 passenger aircraft and paid commitment fees to the lessor. The lease will commence upon aircraft delivery which is expected to be in November 2023 and will run through 48 months from delivery date. In addition to basic rent due, the Company will pay the lessor supplemental rent for maintenance of aircraft equipment.
On July 27, 2023, the Company signed a lease agreement for an A320 passenger aircraft and paid commitment fees to the lessor. The lease will commence upon aircraft delivery which is expected to be between in 2024 and will run through the next heavy maintenance
24
Table of Contents
visit reached (estimated to be in February 2028) from delivery date. In addition to basic rent due, the Company will pay the lessor supplemental rent for maintenance of aircraft equipment.
On September 8, 2023, the Company entered into a lease agreement for a third A321F cargo aircraft. The eight-year lease term commenced on October 6, 2023. Under the agreement, the Company will pay the lessor a fixed monthly rent for 72 months, plus supplemental rent for maintenance of the aircraft.
During the nine months ended September 30, 2023, the Company entered into seven finance lease agreements for equipment to support the Company's technical operations. Payments under these finance lease agreements are fixed for terms of 5 years.
The following table provides details of the Company's future minimum lease payments under finance lease liabilities and operating lease liabilities recorded on the Company's condensed consolidated balance sheets as of September 30, 2023. The table does not include commitments that are contingent on events or other factors that are currently uncertain or unknown.
|
| Finance Leases |
|
| Operating Leases |
| ||
Remainder of 2023 |
| $ | 245,658 |
|
| $ | 4,433,809 |
|
2024 |
|
| 982,634 |
|
|
| 16,931,294 |
|
2025 |
|
| 982,634 |
|
|
| 16,344,557 |
|
2026 |
|
| 982,634 |
|
|
| 14,530,834 |
|
2027 |
|
| 865,635 |
|
|
| 11,727,844 |
|
2028 and thereafter |
|
| 1,086,778 |
|
|
| 25,014,492 |
|
Total minimum lease payments |
|
| 5,145,973 |
|
|
| 88,982,830 |
|
Less amount representing interest |
|
| 1,359,298 |
|
|
| 27,485,116 |
|
Present value of minimum lease payments |
|
| 3,786,675 |
|
|
| 61,497,714 |
|
Less current portion |
|
| 556,850 |
|
|
| 10,072,203 |
|
Long-term portion |
| $ | 3,229,825 |
|
| $ | 51,425,511 |
|
The table below presents information for lease costs related to the Company's finance and operating leases:
|
| Three Months Ended September 30, |
|
| Nine Months Ended September 30, |
| ||||||||||
|
| 2023 |
|
| 2022 |
|
| 2023 |
|
| 2022 |
| ||||
Finance lease cost |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Amortization of leased assets |
| $ | 149,239 |
|
| $ | 45,931 |
|
| $ | 367,894 |
|
| $ | 45,931 |
|
Interest of lease liabilities |
|
| 116,352 |
|
|
| 30,405 |
|
|
| 309,337 |
|
|
| 30,405 |
|
Operating lease cost |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Operating lease cost (1) |
|
| 2,286,554 |
|
|
| 2,181,983 |
|
|
| 5,933,502 |
|
|
| 5,396,050 |
|
Total lease cost |
| $ | 2,552,145 |
|
| $ | 2,258,319 |
|
| $ | 6,610,733 |
|
| $ | 5,472,386 |
|
The Company utilizes the rate implicit in the lease whenever it is easily determined. For leases where the implicit rate is not readily available, we utilize our incremental borrowing rate as the discount rate. The table below presents lease terms and discount rates related to the Company's finance and operating leases:
|
| Nine Months Ended September 30, |
| |||||
|
| 2023 |
|
| 2022 |
| ||
Weighted-average remaining lease term |
|
|
|
|
|
| ||
Operating leases |
| 6.19 years |
|
| 4.4 years |
| ||
Finance leases |
| 5.41 years |
|
| 5.97 years |
| ||
Weighted-average discount rate |
|
|
|
|
|
| ||
Operating leases |
|
| 12.24 | % |
|
| 10.65 | % |
Finance leases |
|
| 12.30 | % |
|
| 11.67 | % |
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Table of Contents
The table below presents cash and non-cash activities associated with our leases:
|
| Nine Months Ended September 30, |
| |||||
|
| 2023 |
|
| 2022 |
| ||
Cash paid for amounts included in the measurement of lease liabilities: |
|
|
|
|
| |||
Operating cash flows from operating leases |
| $ | 6,181,225 |
|
| $ | 2,559,147 |
|
Financing cash flows from finance leases |
|
| 343,374 |
|
|
| — |
|
The Company is subject to various legal proceedings in the normal course of business and records legal costs as incurred. Management believes these proceedings will not have a materially adverse effect on the Company.
STATEMENT OF FINANCIAL POSITION INFORMATION
|
| September 30, 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 stockholder's deficit |
|
| (18,591,604 | ) |
|
| (7,255,667 | ) |
Total Liabilities and Equity (Deficit) |
| $ | 107,736,956 |
|
| $ | 51,163,973 |
|
26
Table of Contents
SHARE CAPITAL
As of September 30, 2023 and December 31, 2022, the Company had 39,327,664 and 32,668,320 common shares, 5,537,313 and 5,537,313 Class A Non-Voting Common Shares, and 12,972,708 and 15,234,849 Class B Non-Voting Shares outstanding, respectively.
Dividend Rights. The holders of our common stock are entitled to receive dividends out of funds legally available if our board of directors, in its discretion, determines to issue dividends and then only at the times and in the amounts that our board of directors may determine. See the section entitled “Dividend Policy.”
Voting Rights. Holders of our common stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders; provided, however, that to comply with restrictions imposed by federal law on foreign ownership of U.S. airlines, our Bylaws (i) restrict voting of shares of our capital stock by non-U.S. citizens such that no more than 24.9% of our voting stock may be voted, directly or indirectly, by persons who are not U.S. citizens, and (ii) provide that that no more than 49.9% of the outstanding stock of a U.S. airline may be owned (beneficially or of record) by persons who are not U.S. citizens. We have not provided for cumulative voting for the election of directors in our Certificate of Incorporation, which means that holders of a majority of the shares of our common stock will be able to elect all of our directors.
No Preemptive of Similar Rights. Our common stock is not entitled to preemptive rights, and is not subject to conversion, redemption or sinking fund provisions.
Right to Receive Liquidation Distributions. Upon our liquidation, dissolution or winding-up, the assets legally available for distribution to our stockholders would be distributable ratably among the holders of our common stock and any participating preferred stock outstanding at that time, subject to prior satisfaction of all outstanding debt and liabilities and the preferential rights of and the payment of liquidation preferences, if any, on any outstanding shares of preferred stock.
The Company had securities outstanding as of September 30, 2023:
Security Description |
| As of September 30, 2023 |
| |
Common Stock - Issued and Outstanding |
| $ | 57,837,685 |
|
Common Stock issuable on exercise of stock options |
|
| 470,668 |
|
Common Stock issuable on vesting on RSUs |
|
| 5,073,932 |
|
Common Stock issuable on exercise of warrants |
|
| 22,376,020 |
|
Common Stock - fully diluted |
| $ | 85,758,305 |
|
RELATED PARTY TRANSACTIONS
Related parties and related party transactions impacting the accompanying consolidated financial statements are summarized below and include transactions with the following individuals or entities:
Key Management Personnel
Key management personnel include those persons having authority and responsibility for planning, directing and controlling the activities of the Company as a whole. The Company has determined that key management personnel consists of members of the Company’s Board, corporate officers, including the Company’s Chief Executive Officer, Chief Financial Officer, and Vice Presidents.
Related Party Transactions and Balances
On June 28, 2021, the Company completed the spin-out pursuant to the Arrangement under which the Company transferred 75% of shares of its wholly owned subsidiary, Canada Jetlines Operations Ltd. ("Jetlines") to Global shareholders. Global retained 25% of the shares issued and outstanding of Jetlines and accounts for the investment in accordance with the equity method. As of September 30, 2023, Global Crossing Airlines hold approximately 12% of the outstanding at September 30, 2023.
Related parties and related party transactions impacting the consolidated financial statements not disclosed elsewhere in these consolidated financial statements are summarized below and include transactions with the following individuals or entities:
As of September 30, 2023 and December 31, 2022, amounts with related parties include the following:
27
Table of Contents
On July 3, 2023, the Company voluntarily dissolved GlobalX Ground Team LLC. The Company had a 50% interest in GlobalX Ground Team LLC and the dissolution had no impact in the Company's financial statements.
On August 14, 2023, the Company voluntarily dissolved GlobalX 321 Aircraft Acquisition Corp. The Company had a 100% interest in GlobalX 321 Aircraft Acquisition Corp, and the dissolution had no impact in the Company's financial statements.
On August 17, 2023, the Company voluntarily dissolved GlobalX 320 Aircraft Acquisition Corp. The Company had a 100% interest in GlobalX 320 Aircraft Acquisition Corp, and the dissolution had no impact in the Company's financial statements.
Smartlynx Airlines Malta Limited is an entity whose Chief Executive Officer was a Board Member of Global until his term expired in December 2022. During the year ending December 31, 2020, Global made advanced payments totaling $500,000 to Smartlynx. $350,000 of those payments related to two security deposits. One is a $250,000 security deposit for one passenger aircraft to deliver 200 hours of ACMI services per month and the second is a $100,000 security deposit for a long term lease of an A321F aircraft. Total deposits and prepaid expense related to Smartlynx totaled $250,000 as of September 30, 2023 and December 31, 2022 and it is included in other assets on the consolidated balance sheets.
The amounts due to related parties are unsecured, non-interest bearing and have no stated terms of repayment.
GOING CONCERN
The condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. As of September 30, 2023, the Company had a working capital deficit of $13,999,540 and a retained deficit of $56,509,675. The Company began flight operations in August 2021. Without ongoing income generation or additional financing, the Company will be unable to fund general and administrative expenses and working capital requirements for the next 12 months. These material uncertainties raise substantial doubt as to the Company’s ability to continue as a going concern. The Company is evaluating financing its future requirements through a combination of debt, equity and/or other facilities. There is no assurance that the Company will be able to obtain such financing or obtain them on favorable terms. The condensed consolidated financial statements do not reflect the adjustments to the carrying values of assets and liabilities and the reported expenses and statement of financial position classifications that would be necessary were the going concern assumption deemed to be inappropriate. These adjustments could be material.
CRITICAL ACCOUNTING ESTIMATES
The preparation of the accompanying consolidated financial statements requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and reported amounts of expenses during the reporting period. Actual outcomes could differ from these estimates. The accompanying consolidated financial statements include estimates which, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the consolidated financial statements and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and future periods if the revision affects both current and future periods. These estimates are based on historical experience, current and future economic conditions and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Critical Judgments
Critical accounting judgments are accounting policies that have been identified as being complex or involving subjective judgments or assessments.
Going Concern
The preparation of the accompanying consolidated financial statements requires management to make judgments regarding the going concern of the Company, as discussed in Note 1 of the consolidated financial statements.
28
Table of Contents
Key Sources of Estimation Uncertainty
Significant assumptions about the future and other sources of estimation uncertainty that management has made at the end of the reporting period, that could result in a material adjustment to the carrying amounts of assets and liabilities, in the event that actual results differ from assumptions made, relate to, but are not limited to the following:
Share-based Payments
Estimating fair value for granted stock options and compensatory warrants requires determining the most appropriate valuation model which is dependent on the terms and conditions of the grant. This estimate also requires determining the most appropriate inputs to the valuation model including the expected life of the option or warrant, volatility, dividend yield, and rate of forfeitures and making assumptions about them.
Deferred Tax Assets and Liabilities
The estimation of income taxes includes evaluating the recoverability of deferred tax assets and liabilities based on an assessment of the Company’s ability to utilize the underlying future tax deductions against future taxable income prior to expiry of those deductions. Management assesses whether it is probable that some or all of the deferred income tax assets and liabilities will not be realized. The ultimate realization of deferred tax assets and liabilities is dependent upon the generation of future taxable income. To the extent that management’s assessment of the Company’s ability to utilize future tax deductions changes, the Company would be required to recognize more or fewer deferred tax assets or liabilities, and deferred income tax provisions or recoveries could be affected.
ACCOUNTING POLICIES
The accounting policies followed by the Company are set out in Note 2 to the audited consolidated financial statements for the year ended December 31, 2022.
FINANCIAL INSTRUMENTS
The Company’s financial instruments are exposed to certain financial risks, as detailed below.
Credit risk
Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations.
The Company is subject to credit risk on its cash and cash equivalents and receivables. The Company is exposed to credit risk from its customers, however that is limited as the vast majority of all revenue is prepaid into escrow accounts. Also, the Company limits its exposure to credit loss by placing its cash and cash equivalents with major financial institutions. The Company has no investments in asset-backed commercial paper. As a result, the Company does not believe it is exposed to significant credit risk.
Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company manages liquidity risk through its capital management. See “Outlook”, “Going Concern” and “Liquidity and Capital Resources” for further details.
Market Risk
Market risk is the risk of loss that may arise from changes in market factors such as interest rates and foreign exchange rates.
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.
The Company’s revenues and expenditures are predominantly in United States dollars. Future equity raised may be in either Canadian or US dollars. At this time, the Company does not have any currency hedges in place for fluctuations in the exchange rate between the Canadian dollar and the US dollar.
29
Table of Contents
INTERNAL CONTROLS OVER FINANCIAL REPORTING
Our Chief Executive Officer and Chief Financial Officer, referred to collectively herein as the Certifying Officers, are responsible for establishing and maintaining our disclosure controls and procedures that are designed to ensure that information relating to the Company required to be disclosed in the reports that the Company files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, including ensuring that such information is accumulated and communicated to the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
LEGAL PROCEEDINGS
On October 1, 2021, GEM has filed initial pleadings in the Supreme Court of the State of New York, County of New York, claiming the Company breached the share subscription agreement between the parties by failing to pay a $500,000 fee due on May 4, 2021 GEM is requesting repayment in full of the CAD $2,000,000 promissory note issued by the Company to GEM plus accrued interest and costs and expenses related to collection. As of December 31, 2022, the note payable to GEM is recorded in current liabilities on the consolidated balance sheet and the Company expensed the full outstanding amount capitalized as deferred financing costs of $2,809,031.
On January 18, 2023 the Court granted summary judgment in favor of GEM. GEM subsequently filed a motion seeking $2,000,000 CAD, plus interest totaling $218,493.87, with an additional $506.02 accruing each day after January 30, 2023 until entry of Judgment. GEM also seeks $112,584.50 in attorney's fees and $4,884.86 in costs. In 2022, interest and attorney's fees were recorded in current liabilities on the consolidated balance sheet and other expenses non-operating on the consolidated statement of operation.
On March 29, 2023 Global Crossing Airlines and GEM entered into a final settlement which included a payment plan for the $2,000,000 CAD over nine months plus the extension of the agreement for 12 months. Consequently, GlobalX has adjusted the current liabilities to reverse the previously accrued interest and attorney’s fees no longer due. Upon final payment GEM agrees to file a satisfaction of judgment in County of New York, effectively settling this issue. GlobalX made payments due per final settlement and the outstanding balance of $397,168 ($550,000 CAD), as of September 30, 2023 and included in Current Portion of Notes Payable.
On August 11, 2023 Global Crossing Airlines in combination with Top Flight Charters and its minority interest member filed a lawsuit in the United States District Court Southern District of Florida against Shorts Travel Management, Inc (Shorts) and STM Charters, Inc seeking to have an old non-solicit agreement signed by Top Flight' minority interest member to be declared invalid, that Shorts alleged trade secrets do not exist and sought damages arising from the Shorts defamation per se based on numerous false statements made by Shorts in the marketplace. On October 4, 2023 Shorts responded in court by denying the claims made and countersued all parties for breach of contract and theft of trade secrets. This case will now enter a phase of discovery as we await the courts to schedule the next steps.
There have been no material changes in our risk factors from those disclosed in “Part I. Item 1A. Risk Factors” in our Annual Report on Form 10-K and Form 10-K/A Amendment No.1 for the fiscal year ended December 31, 2022.
ADDITIONAL INFORMATION
Additional information relating to the Company is on SEDAR+ at www.sedarplus.com and on EDGAR at sec.gov.
INDUSTRY
Scheduled Passenger
The U.S. passenger airline industry has consolidated significantly over the last two decades through a number of acquisitions, including Delta Air Lines’ combination with Northwest Airlines in 2008, United Airlines’ combination with Continental Airlines in 2010, Southwest Airlines acquisition of AirTran Airlines in 2010, American Airlines’ (following its acquisition of Trans World Airlines in 2001) combination with US Airways in 2013 (following its combination with America West Airlines in 2005) and Alaska Airlines acquisition of Virgin America in 2016. This consolidation has benefitted the U.S. airline sector, allowing it to substantially increase revenue per seat miles flown.
U.S. passenger airlines are generally categorized as legacy network airlines, low cost carriers, or ultra-low cost carriers. The legacy network airlines, including United Airlines, Delta Air Lines and American Airlines, serve a large business travel customer base and offer scheduled flights to the largest cities within the United States and abroad (directly or through membership in one of the global airline alliances) and also serve numerous smaller cities. These airlines operate predominantly through a “hub-and-spoke” network route system. This system concentrates most of an airline’s operations in a limited number of hub cities, serving other destinations in the system by providing one-stop or connecting service through hub airports to end destinations on the spokes. These arrangements allow
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travelers to fly from a given point of origin to more destinations without having to switch airlines. While hub-and-spoke systems result in low marginal costs for each incremental passenger, they also result in high fixed costs. The unit costs incurred by legacy network airlines to provide the gates, airport ground operations and maintenance facilities needed to support a hub-and-spoke operation are generally higher than those of a point-to-point network, typically operated by low cost carriers and ultra-low cost carriers. Aircraft schedules at legacy network airlines also tend to be inefficient to meet the requirements of connecting banks of flights in hubs, resulting in lower aircraft and crew utilization. Serving a large number of markets of different sizes requires the legacy network airlines to have multiple fleets with multiple aircraft types along with the related complexities and additional costs for crew scheduling, crew training and maintenance. As a result, legacy network airlines typically have higher cost structures than low cost carriers and ultra-low cost carriers due to, among other things, higher labor costs, flight crew and aircraft scheduling inefficiencies, concentration of operations in higher cost airports, and the offering of multiple classes of service. Most legacy network airlines are mainly focused on business travel, which historically has generated higher unit revenues and yields. Business travel is closely tied to economic cycles and has been more volatile than leisure and other non-business travel during industry downturns.
By comparison, the low cost carrier model focuses on operating a more simplified operation, providing point-to-point service without the high fixed costs and inefficiencies required for a hub-and-spoke system. The lower cost structure of the low cost carrier model allows them to offer flights to and from many of the same markets as the legacy airlines at lower fares, though that is often achieved by serving major markets through secondary, lower-cost airports in the same region. Also, many low cost carriers provide only a single class of service, thereby avoiding the incremental cost of offering premium-class services. Finally, low cost carriers tend to operate fleets with very few aircraft families in order to maximize the utilization of flight crews across the fleet, to improve aircraft scheduling flexibility and to minimize inventory and aircraft maintenance costs. Examples of the major U.S. based airlines that define themselves as low cost carriers include Southwest Airlines and JetBlue Airways.
The ultra-low cost carrier model incorporates the low cost carrier platform but with a focus on increased aircraft utilization, increased seat density and base ticket pricing combined with menu pricing for additional products and services offered for purchase by the customer at additional cost. Ultra low cost carriers have lower unit costs than the legacy network airlines and the low cost carriers. The major U.S. based airlines that define themselves as ultra-low cost carriers include Spirit Airlines, Allegiant Travel Company and Frontier Airlines.
The low cost carriers and ultra-low cost carriers in the United States have grown faster than the legacy network airlines and typically have higher profit margins. Even as the industry has consolidated, the high growth of low cost carriers and ultra-low cost carriers has resulted in them taking market share from the legacy network airlines. As proven in the 2008 financial crisis and during the COVID-19 downturn, travel for leisure and visiting family or friends, primarily served by low cost and ultra-low cost carriers, historically has been more resilient than business travel during economic downturns.
Charter
With respect to passenger transportation, GlobalX focusses exclusively on the narrow-body charter market which, within the broader U.S. charter market of private jets, narrow-body and wide-body aircraft, has experienced steady growth over the recent years posting an estimated compound annual growth rate greater than 8% over the 2013-2022 period, based on DOT filings and management estimates.
Key customer segments within the U.S. narrow-body charter market include casinos and tour groups, sports teams (both professional and college teams), and various agencies and departments of the U.S. government. These customer segments are primarily composed of large, high-budget organizations with recurring and, in some cases even, long-term contracted business. The typical contract generally provides for the customer to pay a fixed charter fee, insurance, landing fees, navigation fees and most other operational fees and costs. Fuel costs are contractually passed through to the customer, enhancing margins and removing commodity risk from the operators.
Cargo
Global air cargo is a highly fragmented industry composed of numerous players, including the large package operators such as UPS, FedEx and DHL, long- and medium-range carriers such as Air Transport Services Group, Inc. and Atlas Air, as well as a host of smaller regional operators.
The two options for air cargo transport are dedicated freighters and the lower holds of passenger aircraft. Freighters are particularly well suited for transporting high-value goods because they provide highly controlled transport, direct routing, reliability and unique capacity considerations. These distinct advantages allow freighter operators to offer a higher value of service and generate more than 90% of the total air cargo industry revenue. [In 2019], estimated air cargo revenue globally was $106 billion, and global air cargo traffic is forecasted by Boeing to grow at a 4.0% compound annual growth rate through 2039. The U.S. domestic air cargo market is more mature and expected by Boeing to grow at a 2.7% compound annual growth rate through 2039.
One of the main drivers of air cargo growth is e-commerce, which has continued to grow significantly and drive demand for delivery services. Since 2014, global e-commerce retail sales have grown at over a 20% compound annual growth rate and are expected by Boeing to grow at 15% per year for the next several years. [In this context, Amazon formally launched Amazon Air in 2016 and expects
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to have a fleet of over 80 aircraft by the end of 2021.These aircraft are either owned or leased by Amazon and operated by select third-party partners.
These cargo operators provide cargo services through various arrangements including by providing ACMI services. Under a typical ACMI agreement, the airline provides the aircraft, flight crews, aircraft maintenance and aircraft insurance while the customer typically covers most operating expenses, including fuel, landing fees, parking fees and ground and cargo handling expenses.
BUSINESS
Business Overview
Global Crossing Airlines Group Inc. (“GlobalX” or the “Company”) operates a US Part 121 domestic flag and supplemental airline using the Airbus A320 family of aircraft. GlobalX’s business model is to (1) provide services on an ACMI using wet lease contracts to airlines and non-airlines, and (2) on a Charter basis whereby we provide passenger aircraft charter services to customers by charging an “all-in” fee that includes fuel, insurance, landing fees, navigation fees and most other operational fees and costs. GlobalX operates within the United States, Europe, Canada, Central and South America. GlobalX also operates the Airbus A321 freighter (“A321F”) commenced in the first quarter of 2023 after completing all FAA certification requirements with the A321F.
Focused on becoming a Market leader with differentiated, value-creating solutions
GlobalX intends to become the best-in-class U.S. narrow-body, ACMI charter airline, operating both passenger and cargo charter aircraft while recruiting and maintaining a dynamic team of customer-centric flight crews, ground and maintenance teams and management staff.
GlobalX operates its A320 and A321 family aircraft for airlines, tour operators, college and professional sports teams, incentive groups, resorts and casino groups and government agencies. It is our goal to deliver best in class on time performance and dispatch reliability; Expand existing relationships and develop additional relationships with leading charter/our operators to provide aircraft during their peak seasons; and provide ad-hoc and track charter programs for non-airline customers, including hotels, casinos, cruise ship companies, tour operators. GlobalX also operates a single Airbus A319 aircraft that is used primarily in a 68 seat VIP configuration.
Cargo charter flights with A321P2F (Passenger to Freighter)
GlobalX added A321F (passenger to freighter) aircraft to its operating certificate and into the fleet during Q1 2023, and cargo is an integral part of the GlobalX business. GlobalX operates its A321Fs under ACMI or Charter operations with major package operators and major freight and logistics companies. Under these arrangements, customarily, these operators will take the commercial risk associated with the selling of the cargo and provide all ground handling and cargo-specific operations, with GlobalX assuming the operational risk of providing a functional aircraft, trained crew, in a safe and on time manner as the ACMI operator.
Focused on becoming a Market leader with differentiated, value-creating solutions
GlobalX has established itself as one of the premier U.S. narrow-body, ACMI charter airline, operating both passenger and cargo charter aircraft – enabled by recruiting and maintaining a dynamic team of customer-centric flight crews, ground and maintenance teams and management staff.
GlobalX operates its A320 and A321 family aircraft for airlines, tour operators, college and professional sports teams, incentive groups, resorts and casino groups and government agencies. It is our goal to deliver best in class on time performance and dispatch reliability; Expand existing relationships and develop additional relationships with leading charter/our operators to provide aircraft during their peak seasons; and provide ad-hoc and track charter programs for non-airline customers, including hotels, casinos, cruise ship companies, tour operators. GlobalX also operates a single Airbus A319 aircraft that is used primarily in a 68 seat VIP configuration.
Address Competitive Response
We expect the existing charter operators based in the U.S. to respond to GlobalX’s entry into the market by lowering their pricing to customers. The expected competitive response typically includes lowered ACMI rates for key contracts. We believe GlobalX’s existing relationships with potential customers and the underserved demand in the U.S., coupled with our newer planes allowing for a more cost-efficient operation, will allow us to address any competitive pressure and grow as anticipated.
Experienced management team
Our management team has extensive operating and leadership experience in the airfreight, airline, and aircraft leasing, maintenance, and management industries at companies such as Republic Airways, Eastern Airlines, JetBlue Airways, Virgin America, Hawaiian Airlines,
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American Airlines, US Airways, Atlas Air, Breeze Airways, Emirates, North American Airlines, Miami Air, AAR, Continental Airlines, Pan Am, Atlantic Coast Airlines, and Flair Airlines, as well as the United States Army, and Air Force. In addition, our management team has a diversity of experience from other industries at companies such as KBR, Teladoc, The Home Depot, Halliburton, Lehman Brothers, and the Burger King Corporation.
Business Strategy
GlobalX seeks to become the best-in-class U.S. narrow-body, ACMI and full services contract charter airline, operating both passenger and cargo charter aircraft while recruiting and maintaining a dynamic team of customer-centric flight crews, ground teams and management staff.
In launching a US 121 Domestic Flag and Supplemental charter airline in the United States, GlobalX has done the following:
Business Developments
The nine months period ended September 30, 2023 for GlobalX was characterized by the achievement of significant regulatory milestones in addition to considerable investment in crew, staff, maintenance, and systems to build out our platform, bolster our infrastructure to prepare GlobalX to continue its rapid expansion through the delivery of up to six additional aircraft in Q4, a 50% increase. GlobalX is comprised of three key assets which allows us to generate income – our certifications, our aircraft, and our crew.
From a regulatory perspective GlobalX in the nine months period ended September 30, 2023 has achieved the following:
From an aircraft perspective GlobalX in the nine months period ended September 30, 2023 has achieved the following:
From a crew perspective GlobalX in the nine months period ended September 30, 2023 has achieved the following:
In short, the nine months period ended September 30, 2023 was a time when GlobalX invested in its people, prepared for its growth, and established a robust infrastructure for its future.
Employees
As of December 20, 2023, GlobalX had approximately 501 full-time employees and 118 part-time employees.
Intellectual Property
GlobalX has applied for or obtained a registered trademark in the United States for the marks listed. All trademarks have been secured under Class 39 which is defined as:
039—Air transportation of passengers and freight; air transportation services featuring a frequent flyer bonus program; air transport services; air charter transportation services; transportation and delivery services by air, land and sea; freight transportation consultation services in the field of transportation by air, land or sea; supply chain logistics and reverse logistics services, namely, storage, transportation and delivery of documents, packages, raw materials, and other goods or freight by air, land or sea.
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GlobalX has applied for a patent in the United States for "Systems and Method for Generating Travel Itineraries through a Social Interaction Platform".
Labor and Union Issues
GlobalX has adopted a pay philosophy to ensure all employees are paid and offered competitive wages and benefits. In addition, GlobalX grants its key personnel restricted stock units and has an employee stock purchase plan to allow such personnel the right to participate in the growth of the company.
It is our philosophy to ensure all employees understand the role they play in ensuring our company’s success and to allow for an open dialogue with management ensuring expectations are communicated, success is rewarded and the GlobalX culture of getting things done is reinforced.
Insurance
We maintain insurance policies we believe are of types customary in the airline industry and as required by the DOT, lessors and other financing parties. The policies principally provide liability coverage for public and passenger injury; damage to property; loss of or damage to flight equipment; fire; auto; directors’ and officers’ liability; advertiser and media liability; cyber risk liability; fiduciary; workers’ compensation and employer’s liability; and war risk (terrorism).
Foreign Ownership
Under federal law and DOT policy, we must be owned and controlled by U.S. citizens. The restrictions imposed by federal law and DOT policy currently require that at least 75% of our voting stock must be owned and controlled, directly and indirectly, by persons or entities who are citizens of the United States (“U.S. citizens”), as that term is defined in 49 U.S.C. §40102(a)(15), that our president and at least two-thirds of the members of our board of directors and other managing officers be U.S. citizens, and that we be under the actual control of U.S. citizens. In addition, at least 51% of our total outstanding stock must be owned and controlled by U.S. citizens and no more than 49% of our stock may be owned or controlled, directly or indirectly, by persons or entities who are not U.S. citizens and are
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from countries that have entered into “open skies” air transport agreements with the United States which allow unrestricted access between the United States and the applicable foreign country and to points beyond the foreign country on flights serving the foreign country. We are currently in compliance with these ownership provisions.
Government Regulation
Aviation Regulation
The airline industry is heavily regulated, especially by the federal government. Two of the primary regulatory authorities overseeing air transportation in the United States are the U.S. Department of Transportation (the “DOT”) and the U.S. Federal Aviation Administration (the “FAA”). The DOT has authority to issue certificates of public convenience and necessity, exemptions and other economic authority required for airlines to provide domestic and foreign air transportation. International routes and international code-sharing arrangements are regulated by the DOT and by the governments of the foreign countries involved. A U.S. airline’s ability to operate flights to and from international destinations is subject to the air transport agreements between the United States and the foreign country and the carrier’s ability to obtain the necessary authority from the DOT and the applicable foreign government.
The U.S. government has negotiated “open skies” agreements with many countries, which allow unrestricted access between the United States and the applicable foreign country and to points beyond the foreign country on flights serving the foreign country. With certain other countries, however, the United States has a restricted air transportation agreement.
The FAA is responsible for regulating and overseeing matters relating to the safety of air carrier flight operations, including the control of navigable air space, the qualification of flight personnel, flight training practices, compliance with FAA airline operating certificate requirements, aircraft certification and maintenance requirements and other matters affecting air safety. The FAA requires each commercial airline to obtain and hold an FAA air carrier certificate. We currently hold an FAA air carrier certificate.
GlobalX has a Part 121 Air Carrier Certification from the FAA. The FAA uses the process to ensure that the applicant (also referred to as Certificate Holder) is able to design, document, implement, and audit safety critical processes that do two things: (1) Comply with regulations and safety standards; and (2) manage hazard-related risks in the operating environment.
The purpose of the Process is to determine whether an applicant can conduct business in a manner that complies with all applicable regulations and safety standards and allows the applicant to manage the hazard-related risks in its operating systems and environment. The Process is designed to preclude the certification of applicants who are unwilling or unable to comply with regulations or to conform to safe operating practices.
The Process assures that the applicant’s processes, programs, systems, and intended methods of compliance are thoroughly reviewed, evaluated, and tested. Once completed, the Process provides confidence that the applicant’s infrastructure (programs, methods, and systems) results in continued compliance and provides the applicant with the ability to manage hazard related risks in its operating systems and environment.
The FAA will not issue an air carrier certificate until the Safety Analysis and Promotion Division management, the Certification and Evaluation Program Office (CEPO) management, and Air Carrier Safety Assurance (ACSA) Management are confident and agree that the prospective certificate holder is able to provide service at the highest possible degree of safety in the public interest.
As Title 49 of the United States Code states below, safety is both a priority and a legal responsibility of the Certificate Holder. It is up to the FAA to ensure that the Certificate Holder understands and accepts this duty prior to issuing the Air Carrier Certificate. The FAA receives its authority from:
In order to assure that the policies listed above are followed, the FAA:
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Consumer Protection Regulation
The DOT also has jurisdiction over certain economic issues affecting air transportation and consumer protection matters, including unfair or deceptive practices and unfair methods of competition, lengthy tarmac delays, airline advertising, denied boarding compensation, ticket refunds, baggage liability, contracts of carriage, customer service commitments, consumer notices and disclosures, customer complaints and transportation of passengers with disabilities. The DOT frequently adopts new consumer protection regulations, such as rules to protect passengers addressing lengthy tarmac delays, chronically delayed flights, codeshare disclosure and undisclosed display bias. They also have adopted, and do adopt, new rules on airline advertising and marketing practices. The DOT also has authority to review certain joint venture agreements, marketing agreements, code-sharing agreements (where an airline places its designator code on a flight operated by another airline) and wet-leasing agreements (where one airline provides aircraft and crew to another airline) between carriers and regulates other economic matters such as slot transactions.
Security Regulation
The U.S. Transportation Security Administration (the “TSA”) and the U.S. Customs and Border Protection (“CBP”), each a division of the U.S. Department of Homeland Security, are responsible for certain civil aviation security matters, including passenger and baggage screening at U.S. airports, and international passenger prescreening prior to entry into or departure from the United States. International flights are subject to customs, border, immigration and similar requirements of equivalent foreign governmental agencies. We are currently in compliance with all directives issued by such agencies.
Environmental Regulation
We are subject to various federal, state, foreign and local laws and regulations relating to the protection of the environment and affecting matters such as air emissions (including GHG emissions), noise emissions, discharges to surface and subsurface waters, safe drinking water, and the use, management, release, discharge and disposal of, and exposure to, materials and chemicals.
We are also subject to environmental laws and regulations that require us to investigate and remediate soil or groundwater to meet certain remediation standards. Under certain laws, generators of waste materials, and current and former owners or operators of facilities, can be subject to liability for investigation and remediation costs at locations that have been identified as requiring response actions. Liability under these laws may be strict, joint and several, meaning that we could be liable for the costs of cleaning up environmental contamination regardless of fault or the amount of wastes directly attributable to us.
GHG Emissions
Concern about climate change and greenhouse gases has resulted, and is expected to continue to result, in additional regulation or taxation of aircraft emissions in the United States and abroad. In particular, on March 6, 2017, the ICAO an agency of the United Nations established to manage the administration and governance of the Convention on International Civil Aviation, adopted new carbon dioxide, or CO2 certification standards for new aircraft beginning in 2020. The new CO2 standards will apply to new aircraft type designs from 2020, and to aircraft type designs already in production as of 2023. In-production aircraft that do not meet the standard by 2028 will no longer be able to be produced unless their designs are modified to meet the new standards. In August 2016, the EPA made a final endangerment finding that GHG emissions cause or contribute to air pollution that may reasonably be anticipated to endanger public health or welfare, which obligates the EPA under the Clean Air Act to set GHG emissions standards for aircraft. In August 2020, the EPA issued a proposed rule regulating GHG emissions from aircraft that largely conforms to the March 2017 ICAO standards. However, on January 20, 2021, the new presidential administration, which is expected to promote more aggressive policies with respect to climate change and carbon emissions, including in the aviation sector, announced a freeze with respect to all pending rulemaking. Accordingly, the outcome of this rulemaking may result in stricter GHG emissions standards than those contained in the proposed rule.
Noise
Federal law recognizes the right of airport operators with special noise problems to implement local noise abatement procedures so long as those procedures do not interfere unreasonably with interstate and foreign commerce and the national air transportation system, subject to FAA review under the Airport Noise and Control Act of 1990. These restrictions can include limiting nighttime operations, directing specific aircraft operational procedures during take-off and initial climb and limiting the overall number of flights at an airport. While we have had sufficient scheduling flexibility to accommodate local noise restrictions in the past, our operations could be adversely impacted if ICAO or locally imposed regulations become more restrictive or widespread.
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Corporate History
The Company was formed by reverse takeover of Canada Jetlines Ltd. by Global Crossing Airlines, Inc. on June 23, 2020.
The Company was originally incorporated in British Columbia, Canada on September 2, 1966 under the name Shasta Mines & Oil Ltd. On February 4, 1975, the Company changed its name to International Shasta Resources Ltd. On May 20, 1994, the Company changed its name to Consolidated Shasta Resources Inc. On November 23, 1994, the Company changed its name again to Lima Gold Corporation and on September 21, 1999, the Company again changed its name to International Lima Resources Corp. On March 1, 2004, the Company changed its name to Crosshair Exploration & Mining Corp. On June 1, 2004 the Company transitioned (from a provincially incorporated entity to a federally incorporated entity) under the Business Corporation Act (British Columbia) (BCBCA). On October 28, 2011, the Company changed its name to Crosshair Energy Corporation. On September 17, 2013, the Company changed its name to Jet Metal Corp. On February 28, 2017, the Company continued as a corporation governed by the Canada Business Corporations Act and changed its name to Canada Jetlines Ltd.
On June 23, 2020, the Company consummated a business combination with Global Crossing Airlines, Inc. On December 22, 2020, the Company changed its jurisdiction of incorporation from the Province of British Columbia, Canada to the State of Delaware (the “U.S. Domestication“). In connection with the U.S. Domestication, the Company changed its name to “Global Crossing Airlines Group Inc.”
Subsidiaries
Subsidiaries Name | Place of incorporation | Interest% | Principal activity |
Global Crossing Airlines Holdings, Inc. | Delaware, United States | 100% ownership by Global Crossing Airlines Group, Inc. | Holding company |
Global Crossing Airlines, Inc. | Delaware, United States | 100% ownership by Global Crossing Airlines Holdings Inc. | US 121 Charter company |
GlobalX Travel Technologies, Inc. | Delaware, United States | 80% ownership by Global Crossing Airline Holdings, Inc. | Acquire and develop travel technology |
UrbanX Air Mobility, Inc. | Delaware, United States | 100% ownership by Global Crossing Airlines Holdings Inc. | Air Charter operator |
Global Crossing Airlines Operations, LLC | Florida, United States | 100% ownership by Global Crossing Airlines Inc. | Operating Company |
LatinX Air S.A.S | Ecuador | 100% ownership by Global Crossing Airlines Inc | Air Charter operator |
GlobalX Colombia S.A.S. | Colombia | 100% ownership by Global Crossing Airlines Inc | Air Charter operator |
GlobalX Air Tours, LLC | Florida, United States | 100% ownership by Global Crossing Inc. | Air charter service |
Charter Air Solutions, LLC | Montana, United States | 80% ownership by the Global Crossing Airlines Holdings Inc. | Charter Broker |
Corporate Information
Our principal executive offices are located at Building 5A, Miami International Airport, Miami, Florida 33166 and our telephone number is (786) 751-8501.
Our website is www.GlobalXair.com. The information found on our website is not part of this prospectus.
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MANAGEMENT
Directors and Executive Officers
The following table lists the names, ages and positions of our current executive officers and directors:
Non-Employee Directors
Name |
| Age |
| Title |
Alan Bird (1) |
| 61 |
| Director |
T. Allan McArtor (2) (3) (4) |
| 81 |
| Vice Chairman, Director |
John Quelch (1) (3) |
| 72 |
| Director |
Andrew Axelrod |
| 41 |
| Director |
Deborah Robinson (1) (2) |
| 59 |
| Director |
Cordia Harrington (2) (3) |
| 70 |
| Director |
Executive Officers and Employee Directors
Name |
| Age |
| Title |
Edward J. Wegel |
| 65 |
| Chairman Director, Chief Executive Officer and Founder |
Ryan Goepel |
| 49 |
| Executive Vice President, Chief Financial Officer, Director |
George Hambrick |
| 76 |
| Chief Safety Officer |
Indyara Andion |
| 48 |
| Vice President & General Counsel |
Sheila Paine |
| 69 |
| Corporate Secretary |
Each of the directors will serve until his or her successor is appointed or, if earlier, upon such director’s resignation, removal or death.
Directors
A brief biography of each of our directors and officers is set forth below.
Edward J. Wegel, 65, Director since June 2020
Edward J. Wegel serves as our Chairman and Chief Executive Officer. Mr. Wegel is a seasoned airline executive with 36 years of broad experience in financing, operations, and distribution. Mr. Wegel has served as a board member of public and private airlines, including Atlantic Coast Airlines, BWIA International Airlines and Eastern Airlines. Mr. Wegel is an experienced deal-maker who has led initial public offerings, privatizations, major aircraft orders, and alliance negotiations. He has extensive company restructuring experience. He served as the President and CEO of Eastern Air Lines Group from April 2008 through December 2016, Founder and President of Avi8 Air Capital, an aviation consulting practice from January 2017 through today before his current role of Chairman and CEO of the Company in September 2019.
Other accomplishments include: drafted the first business plan for JetBlue; focused on the then relatively new Airbus A320s and chose JFK as its base of operations; created Republic Airways with an industry-leading order for 80 EMB 145 aircraft in 1998; oversaw the acquisition of Chautauqua Airlines (where he served as Chief Executive Officer); and conceived and led the privatization and financing of BWIA International Airways, Trinidad, operating 20 L1011 and MD-80 aircraft and serving as National Airline for Trinidad, Guyana, St. Lucia, and Barbados, among and other island nations. As Chief Executive Officer, in 1995, Mr. Wegel achieved BWIA’s first ever profit in 57 years (BWIA International Airways now operates as Caribbean Airlines); co-founded Atlantic Coast Airlines/United Express in 1990, one of the first United Airlines regional airlines. Mr. Wegel served as head of finance and as a board member for Atlantic Coast Airlines, leading over $100 million in financing for operations and aircraft finance. Mr. Wegel served as a commissioned officer in the U.S. Army and received an MBA from the University of Northern Colorado after graduating from the United States Military Academy at West Point.
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We believe that Mr. Wegel’s qualifications to serve on our Board include his more than 35 years’ experience in aircraft financing, operations and distributions; and his experience serving as an executive officer or director on the boards of directors of other publicly traded and privately-held aviation companies.
Alan Bird, 61, Director since June 2020
Alan Bird was elected to the Board in June 2020. Mr. Bird has over 25 years of experience in the airline finance industry, holding senior financial and advisory positions, including executive positions with VivaAerobus, Tiger Airways, and British Midland. From 2017 to the present, Mr. Bird has served as an advisor to Irelandia Aviation with respect to Viva Air, Viva Columbia and Viva Peru. From 2012 to 2017 he was the Chief Financial Officer for VivaAerobus where he helped build one of the most efficient airlines in the world. Previously, Mr. Bird was the Chief Financial Officer at Tiger Airways, a low-cost airline in Asia. Prior to his role with Tiger Airways, he was the Finance Director at British Midland Airlines for over a decade. Mr. Bird is also a Project Advisor to Irelandia Aviation, a low-cost carrier. Mr. Bird is a Chartered Accountant and holds an honors degree in Mathematical Economics from Birmingham University.
We believe that Mr. Bird’s qualifications to serve on our Board include his extensive experience as an executive with major airlines, his accounting expertise and his knowledge and understanding of the aviation industry.
T. Allan McArtor, 81, Director since January 2021
Allan McArtor was elected to the GlobalX board in January 2021 and serves as Vice Chairman. He served as Chairman of Airbus Americas, Inc. from 2001 to 2018, retiring as Chairman Emeritus. Before joining Airbus he was founder chairman and CEO of Legend Airlines, a regional airline based at Dallas Love Field, Texas. He was appointed by President Ronald Reagan and served as the FAA Administrator from 1987 to 1989.
Mr. McArtor served on the senior management team of Federal Express from 1979 to 1987 and 1989 to 1994, first as Senior Vice President Telecommunications during the development of FedEx’s extensive satellite-based digital network and subsequently as Senior Vice President Air Operations for FedEx, where he oversaw all of the airline operations including maintenance, strategic planning, and flight operations, as well as aircraft fleet acquisition. Mr. McArtor was an active-duty Air Force officer from 1964 to 1974 during which time he served as a combat fighter pilot, an Associate Professor of Engineering Mechanics at the Air Force Academy, and a pilot with the U.S. Air Force’s Thunderbirds Aerial Demonstration Team. He is a 1964 graduate of the U.S. Air Force Academy (BSE) where he was Cadet Wing Commander, and he holds a master’s degree MSE from Arizona State University.
We believe that Mr. McArtor’s qualifications to serve on our Board include his extensive experience as an executive with a major airline manufacturer, his regulatory expertise and his knowledge and understanding of the aviation industry.
Deborah Robinson, 59, Director since June 2020
Deborah Robinson was elected to the Board in June 2020. Ms. Robinson founded Bay Street HR in 2001, an outsourced human resources service provider to start-ups and mid-sized companies and remains on as Managing Partner. Prior to founding Bay Street HR, Ms. Robinson was Executive Director at CIBC World Markets from November 1995 until December 2000 where she oversaw human resources for Global Investment Banking. She also held senior HR positions at Fidelity Investments and American Express Travel in Boston and New York City. Ms. Robinson has been a Director and Chair of Park Lawn Corporation (PLC-tsx) since June 2019 and a Director of Timbercreek Financial (TF-tsx) since November 2021. Ms. Robinson also serves on the board of Best Buddies Canada, a global charitable organization dedicated to supporting individuals with intellectual disabilities. She is a graduate of the University of Toronto, Rotman School Directors Education Program (2010) and holds an ICD designation.
We believe that Ms. Robinson qualifications to serve on our Board include her extensive human resources experience; and her experience serving as a director on the boards of directors of other publicly-traded and privately held companies.
Cordia Harrington, 70, Director since June 2021
Cordia Harrington has served on our Board since June 2021. Since 1996, Ms. Harrington has served as Chief Executive Officer and Founder of Crown Bakeries, a manufacturer in the wholesale baking, frozen dough and storage industries. From 1990 to 1998, Ms. Harrington owned and operated three McDonald’s franchises. From 2007 to 2013, she served on the Board of Directors of the Federal Reserve Bank of Atlanta, Nashville Branch. Ms. Harrington served on the Emergent Cold Board of Directors and the Tennessee Education Lottery Board. She is a member of the Chief Executives Organization Board of Directors (Past President), American Bakers Association Board of Directors (President), the Belmont University Board of Trustees, and the Women Corporate Directors. She holds a BSHE from the University of Arkansas at Fayetteville and Doctorate from the University of Arkansas.
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We believe that Ms. Harrington’s qualifications to serve on our Board include her over 26 years as a senior executive; and her experience serving as a director on the boards of directors of other regulatory agencies and privately-held companies.
Andrew Axelrod, 41, Director since August 2023
Andrew Axelrod is the Managing Partner and Portfolio Manager of Axar Capital Management LP (“Axar”) and is ultimately responsible for all investment, risk and business management functions. Before founding Axar, Mr. Axelrod was a Partner and Co-Head of North American Investments for Mount Kellett Capital Management, a private investment organization with over $7 billion of assets under management. Mr. Axelrod joined Mount Kellett at the firm’s inception and worked there for over 6 years. Prior to joining Mount Kellett, Mr. Axelrod worked at Kohlberg Kravis Roberts & Co. L.P. and The Goldman Sachs Group, Inc. Mr. Axelrod graduated magna cum laude with a B.S. in Economics from Duke University.
We believe that Mr. Axelrod’s qualifications to serve on our Board include his extensive experience as a finance executive, and his investment, risk and business management experience.
Chris Jamroz, 45, Director Nominee
Chris Jamroz is the Executive Chairman of the Board and CEO at Roadrunner Freight. Mr. Jamroz is a highly experienced executive focused on creating shareholder value through active executive management of portfolio companies in transportation, logistics and cyber security. Mr. Jamroz also serves as the Executive Chairman of the Board and CEO at Ascent, a privately-owned freight forwarding and domestic brokerage services provider. He is also the founding partner of LyonIX Holdings LLC, a specialty investment, equipment leasing and direct operations private fund.
Before coming to Roadrunner, Mr. Jamroz served in executive roles at Emergent Cold, STG Logistics, and Garda Cash Logistics. He also serves as Governor of the Royal Ontario Museum, Canada’s largest museum. He holds a BA in Business Studies with First Class Honors (Summa Cum Laude) from Birmingham City University in the UK as well as an MBA with Distinction from York University in Canada.
We believe that Mr. Jamroz’s qualifications to serve on our Board include his extensive experience as a logistics and transportation executive, and his investment, risk and business management experience.
Ryan Goepel, 49, Director since June 2020
Ryan Goepel serves as our Chief Financial Officer. Mr. Goepel is the Chief Financial Officer of Avi8. He is also the Chief Financial Officer of Global Crossing Airlines, Inc. since February 2020, and was elected to the board of directors of the Company in June 2020. Mr. Goepel is a seasoned finance and operations executive with over 20 years of experience, most recently serving as Chief Financial Officer for Flair Airlines Canada (“Flair”) from August 2018 to November 2019 to transition from a Boeing 737 charter operator to a profitable, low-cost scheduled service carrier. Profitability was achieved at Flair through the modernization of the fleet, optimization of the flight schedule to focus and grow profitable routes, revamping key personnel, and the installation of a data driven, cost conscious operating mentality while preserving best-in-class safety, reliability and on time performance. Prior to Flair, Mr. Goepel served as Chief Financial Officer for Viking Exploration, an international oil and gas company, from December 2016 to August 2018, where he raised seed capital from a broad group of investors. Prior to Viking Exploration, Mr. Goepel served as Chief Financial Officer of CC Reservoirs, a Geoscience software company, from April 2015 to December 2016, where he was responsible for the accounting, compliance, treasury, tax, and strategic planning functions and was instrumental in establishing new offices and entities in South America, the Middle East and the Far East. Prior to CC Reservoirs, Mr. Goepel served as Chief Financial Officer of ZEiTECS, an artificial lift technology company, from December 2010 to April 2015, where he oversaw its sale to Schlumberger; KBR Services Business Unit Finance Leader overseeing 12,000 employees growing revenue from $300 million to $3 billion. In addition, Mr. Goepel served as the Director of Global Finance during the Burger King turnaround that culminated with its first ever public debt raise and successful initial public offering. He is a Certified Management Accountant, with an MBA from Texas A&M University and Bachelor of Arts from the University of British Columbia.
Officers
George Hambrick, 76, Chief Safety Officer
Chief Safety Officer. Mr. Hambrick has over 54 years of experience in military and commercial aviation as an Army aviator, major airline Captain flying 777s, and as a senior FAA Inspector. Mr. Hambrick has over 4,500 hours flying rotary wing aircraft and over 12,000 flying fixed wing commercial jet aircraft. He has flown off-shore helicopter operations and retired after twenty years in the United States Army and Air Force. He then joined American Airlines, where he flew multiple aircraft types including the 777, and after retirement he worked for the Federal Aviation Administration (FAA) as both a Senior Aviation Analyst and an Aviation Safety Inspector and Manager. Mr. Hambrick is an industry wide recognized aircraft safety expert with deep knowledge of the Safety Management
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System (SMS), OSHA, ICAO, IATA and FAA. He has worked with domestic and foreign governments and operators in many safety-related fields. Mr. Hambrick graduated from Louisiana Tech University with a BS in Aviation Technology and from the US Air Command and Staff College. He also attended the University of Southern California (USC) Flight Safety Degree Program.
Indyara Andion, 48, Vice President & General Counsel
Vice President & General Counsel. Ms. Andion is a seasoned attorney with more than 15 years of experience in the aviation industry and supporting multinational companies with a variety of legal matters in the United States and abroad. She joins GlobalX from Amerijet International, Inc., an all-cargo U.S. air carrier, where she most recently held the position of Corporate Secretary and Assistant General Counsel. Prior to Amerijet, Ms. Andion was a Partner at Piquet Law Firm P.A., a Miami-based boutique law firm, and served as Corporate Secretary and Senior Attorney for Embraer, one of the largest aircraft manufacturers in the world. Indyara graduated from the Florida International University College of Law and of the Florida International University College of Business.
Sheila Paine, 69, Corporate Secretary
Corporate Secretary – For the past 16 years, Ms. Paine has acted as Corporate Secretary for a number of public companies trading on various stock exchanges. Ms. Paine has over 30 years’ experience as a senior paralegal/legal assistant, specializing in corporate, securities and regulatory matters. Ms. Paine was the long-time corporate secretary of Canada Jetlines before its reorganization as GlobalX. Ms. Paine is also employed by King & Bay West Management Corp. in British Columbia.
Director and Executive Officer Qualifications
The Company has not formally established any specific, minimum qualifications that must be met by each of its officers or directors or specific qualities or skills that are necessary for one or more of its officers or members of our board of directors to possess. However, the Company expects generally to evaluate the following qualities in evaluating candidates for director and officer positions: educational background, diversity of professional experience, including whether the person is a current or was a former chief executive officer or chief financial officer of a public company or the head of a division of a prominent international organization, knowledge of our Company’s business, integrity, professional reputation, independence, wisdom, and ability to represent the best interests of our stockholders.
A majority of the members of our board of directors meet the criteria for independence under applicable SEC and NEO listing standards. The Nominating and Governance Committee of our board of directors will prepare policies regarding director qualification requirements and the process for identifying and evaluating director candidates for adoption by our board of directors.
The above-mentioned attributes, along with the leadership skills and other experiences of the Company’s officers and our board of directors members described above, are expected to provide the Company with a diverse range of perspectives and judgment necessary to facilitate the Company’s goals of stockholder value appreciation through organic and acquisition growth.
Number and Terms of Office of Officers and Directors
We currently have eight directors serving on our board of directors. Our board of directors oversees the business affairs of the Company and monitors the performance of management. In accordance with our corporate governance guidelines, our board of directors does not involve itself in day-to-day operations of our business. The directors keep themselves informed through discussions with the Chairman and Chief Executive Officer of our Company, and other key executives, and by reviewing the reports and other materials that managements provides to them and by participant in meetings of our board of directors and committees of our board of directors. Our directors hold office until their successors have been elected and qualified unless the director resigns or is removed by reason of death or other cause is unable to serve in the capacity of director.
Our Certificate of Incorporation and Bylaws provide that only our board of directors may fill vacancies on our board of directors by a vote of the majority of the members of our board of directors then in existence, although less than a quorum, at any meeting of our board of directors.
Our officers are elected by our board of directors and serve at the discretion of our board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint persons to the offices set forth in our Bylaws as it deems appropriate. Our Bylaws provide that the Company’s officers will consist of an Chief Executive Officer and a Secretary, and may also consist of an Executive President, Executive Chief Operating Officer, Executive Chief Financial Officer, one or more Business Unit Presidents and one or more Vice Presidents, including one or more Executive Vice Presidents, Senior Vice Presidents, a Treasurer and one or more Assistant Treasurers and one or more Assistant Secretaries and such other offices as may be determined by our board of directors.
Director Independence
Pursuant to NEO listing standards, a majority of the members of our Board must qualify as “independent,” as affirmatively determined by our Board. Consistent with this requirement, based on the review and recommendation of our Nominating and Corporate Governance
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Committee, our Board reviewed the relevant identified transactions or relationships between each of our directors, or any of their family members, and us, our senior management and our independent registered public accounting firm, and has affirmatively determined that each of Messrs. Bird, McArtor, Quelch, Robinson and Harrington meets the standards of independence under the applicable NEO listing standards. In making this determination, our Board found all of our directors (other than Mr. Wegel, our Chief Executive Officer, Mr. Goepel, our Chief Financial Officer,) to be free of any relationship that would impair his or her individual exercise of independent judgment with regard to us. Our Board has also determined that each member of its Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee is independent under NEO Exchange rules.
In making these determinations, our board of directors reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management, including the beneficial ownership of our capital stock by each non-employee director and the transactions involving them described in the section entitled “Certain Relationships and Related Party Transactions.”
Board Leadership Structure
Our Board believes it is important to maintain flexibility as to the Board’s leadership structure, but supports maintaining a non-management director in a leadership role at all times, whether as Vice Chairman or Lead Director. Under our current structure, Mr. Wegel currently serves as the Chair of the Company’s Board. The Chair is not independent. The Chair’s responsibilities include, without limitation, ensuring that the Board works together as a cohesive team with open communication and works to ensure that a process is in place by which the effectiveness of the Board, its committees and its individual directors can be evaluated on a regular basis. The Chair also acts as the primary spokesperson for the Company’s Board, ensuring that management is aware of concerns of the Company’s Board, stockholders, other stakeholders and the public and, in addition, ensures that management strategies, plans and performance are appropriately represented to the Board.
The Board considers that management is effectively supervised by the independent directors on an informal basis, as the independent directors are actively and regularly involved in reviewing the operations of the Company and have regular and full access to management. The independent directors of the Company meet separately in “in-camera” sessions at Board meetings when considered appropriate. The independent directors are also able to meet at any time without any members of management, including the non-independent directors, being present. In addition, due to the fact the Chair is not independent, the Company has appointed T. Allan McArtor as Vice Chair of the Board. The Vice Chair acts as Chair when the Chair is not present at meetings and is responsible for ensuring the Board functions independently of management.
Role of the Board in Risk Oversight
One of the Board’s key functions is informed oversight of our risk management process. The Board directly oversees our risk management function as a whole, as well as through various Board standing committees that address risks inherent in their respective areas of oversight. In particular, while our Board is responsible for monitoring and assessing strategic risk exposure, our Audit Committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. Our Audit Committee also monitors compliance with legal and regulatory requirements. Our Compensation Committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking. It is the responsibility of the committee chairs to report findings regarding material risk exposures to the Board. The Chair has the responsibility of coordinating between the Board and management with regard to the determination and implementation of responses to any problematic risk management issues.
Meetings of the Board of Directors
Our business, property and affairs are managed under the supervision of our Board. Members of our Board are kept informed of our business through discussions with our Chair and Chief Executive Officer and other officers and employees, by reviewing materials provided to them during visits to our offices and by participating in meetings of the Board and its committees.
The Board held a total of 6 meetings in 2023. The standing committees of the Board are the Audit Committee (3 meetings), the Compensation Committee (1), the Nominating and Corporate Governance Committee (2), and the Safety Committee (3). The charter for each of our standing Board committees is posted on our website at www.globalairlinesgroup.com under “Investor Relations — Charters & Policies.” All directors attended 95% or more of the combined total number of meetings of the Board and each of the Board committees on which they served during 2023. The following table provides membership and meeting information for 2023 for each of our Board committees:
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The following table provides membership and meeting information for 2022 for each of our Board committees:
Name |
| Audit |
| Compensation |
| Nominating |
| Safety |
Edward Wegel |
|
|
|
|
|
|
| X |
Ryan Goepel |
|
|
|
|
|
|
|
|
Alan Bird |
| X* |
|
|
|
|
|
|
T. Allan McArtor |
|
|
| X |
| X |
| X* |
John Quelch |
| X |
|
|
| X |
|
|
Deborah Robinson |
| X |
| X* |
|
|
|
|
Cordia Harrington |
|
|
| X |
| X* |
|
|
* Committee Chair
Below is a description of each committee of our Board.
Audit Committee
Each member of the Audit Committee is financially literate and our Board has determined that Alan Bird qualifies as an “audit committee financial expert” as defined in applicable SEC rules because she meets the requirement for past employment experience in finance or accounting, requisite professional certification in accounting or comparable experience. The responsibilities of our Audit Committee include, among other things:
Compensation Committee
The Compensation Committee is responsible for overseeing matters relating to compensation of our Chief Executive Officer and other executive officers and employees, including the administration of incentive-based and equity-based compensation plans. The functions of our Compensation Committee include, among other things:
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Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee is responsible for overseeing the selection of persons to be nominated to serve on our Board and to assist the Board in developing and ensuring compliance with the Company’s foundational and corporate governance documents. The functions of our Nominating and Corporate Governance Committee include, among other things:
Safety Committee
The Safety Committee is responsible for oversight of: the Company's policies, positioning and practices concerning safety (including workplace safety and security). The Safety Committee assess risks to our airline operations to enhance the safety of our employees, our customers and our aircraft.
Director Nominations
The Board has delegated to the Nominating and Corporate Governance Committee the responsibility of identifying, screening and recommending candidates to the Board. Potential candidates are interviewed by the Chair and Chief Executive Officer and the Chair of the Nominating and Corporate Governance Committee prior to their nomination, and may be interviewed by other directors and members of senior management. The Nominating and Corporate Governance Committee then meets to consider and approve the final candidates, and either makes its recommendation to the Board to fill a vacancy, add an additional member, or recommend a slate of candidates to the Board for nomination for election to the Board. The selection process for candidates is intended to be flexible, and the Nominating and Corporate Governance Committee, in the exercise of its discretion, may deviate from the selection process when particular circumstances warrant a different approach.
The Nominating and Corporate Governance Committee will consider candidates proposed by stockholders to be potential director nominees. Stockholders wishing to nominate a candidate for consideration by the Nominating and Corporate Governance Committee as a director nominee should provide the name of any recommended candidate, together with a brief biographical sketch, a document indicating the candidate’s willingness to serve, if elected, and evidence of the nominating stockholder’s ownership of Company stock to the attention of the General Counsel of the Company at Bldg. 5A, Miami Int’l Airport, 4th floor, 4200 NW 36th Street, Miami, FL 33146, and otherwise follow the Company’s nominating process summarized above under “Questions and Answers about these Proxy Materials and Voting — When are stockholder proposals and director nominations due for next year’s annual meeting?” and more fully described in the Company’s Bylaws. The Nominating and Corporate Governance Committee’s policy is to evaluate director nominees proposed by stockholders in the same manner that all other director nominees are evaluated. The general criteria the Nominating and Corporate Governance Committee considers important in evaluating director candidates are: (i) senior-level management and decision-making experience; (ii) a reputation for integrity and abiding by exemplary standards of business and professional conduct; (iii) ability to devote time and attention necessary to fulfill the duties and responsibilities of a director; (iv) a record of accomplishment in their respective fields, with leadership experience in a corporation or other complex organization, including government, educational and military institutions; (v) independence and the ability to represent all of the Company’s stockholders; (vi) compliance with legal and NEO Exchange listing requirements; (vii) sound business judgment; (viii) candor; (ix) judgment, skills, geography and other measures to ensure that the Board as a whole reflects a range of viewpoints, backgrounds, skills, experience and expertise; and (x) the needs of the Board among others. The Nominating and Corporate Governance Committee seeks to have a Board that reflects diversity in background, education, business experience, gender, race, ethnicity, culture, skills, business relationships and associations and other factors that will contribute to the Board’s governance of the Company, and reviews its effectiveness in achieving such diversity when assessing the composition of the Board.
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The Company may, in the future, pay a third-party a fee to assist it in the process of identifying and/or evaluating director candidates.
Securityholder Communications with the Board
Securityholders who wish to communicate with the Board or an individual director may send a written communication to the Board or such director addressed to our General Counsel at Bldg. 5A, Miami Int’l Airport, 4th floor, 4200 NW 36th Street, Miami, FL 33146. Each communication must set forth:
Each communication will be reviewed by our General Counsel to determine whether it is appropriate for presentation to the Board or such director. Examples of inappropriate communications include advertisements, solicitations or hostile communications. Communications determined by our General Counsel to be appropriate for presentation to the Board or such director will be submitted to the Board Chair, the Board or such director on a periodic basis.
Code of Conduct and Ethics
We have adopted a code of ethics that applies to all of our employees, officers and directors, including those officers responsible for financial reporting. The code of conduct and ethics is available on our website at www.globalairlinesgroup.com under “Investor Relations — Corporate Governance — Charters & Policies.”
Director Compensation
We have adopted a compensation program for non-employee directors. The non-employee director compensation program is intended to fairly compensate each of our non-employee directors with cash and equity compensation for the time and effort necessary to serve as a member of our Board.
Cash compensation. Our non-employee directors received annual cash compensation of $24,000 in 2021 for their services on the Board. All payments are made in arrears. If requested, all director expenses incurred in attending the Board of Directors or committee meetings are reimbursed by the Company. Messrs. Wegel and Goepel, the Company’s Chief Executive Officer and Chief Financial Officer, do not receive compensation for serving as a member of the Board of Directors.
Equity compensation. Our non-employee directors are eligible to receive equity-based awards as compensation for their services as directors. Historically, our non-employee directors were typically granted 50,000 stock options upon their initial election or appointment to the Board.
The table below provides summary information concerning compensation paid or accrued by us to or on behalf of our non-executive directors for services rendered for the fiscal year ended December 31, 2022.
Name |
| Fees Earned |
|
| Stock |
|
| All Other Compensation |
|
| Total |
| ||||
Alan Bird (3) |
|
| 30,000 |
|
|
| 32,655 |
|
|
| — |
|
|
| 62,655 |
|
T. Allan McArtor (4) |
|
| 24,000 |
|
|
| 82,958 |
|
|
| — |
|
|
| 106,958 |
|
John Quelch (5) |
|
| 24,000 |
|
|
| 46,964 |
|
|
| — |
|
|
| 70,964 |
|
Deborah Robinson (6) |
|
| 32,000 |
|
|
| 32,655 |
|
|
| — |
|
|
| 64,655 |
|
Cordia Harrington |
|
| 39,000 |
|
|
| — |
|
|
| — |
|
|
| 39,000 |
|
David Ross |
|
| 20,250 |
|
|
| — |
|
|
| — |
|
|
| 20,250 |
|
William Shuster (7) |
|
| 18,000 |
|
|
| 7,633 |
|
|
| — |
|
|
| 25,633 |
|
Zygimantas Surintas |
|
| 18,000 |
|
|
| — |
|
|
| — |
|
|
| 18,000 |
|
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EXECUTIVE COMPENSATION
The following tables and accompanying narrative disclosure set forth information about the compensation earned by our named executive officers during the year ended December 31, 2022. Our named executive officers, who are our principal executive officer and the two most highly compensated executive officers (other than our principal executive officer) serving as executive officers as of December 31, 2022 are named in the table below. We refer to each of them in this section as our “Named Executive Officer” or “NEO.”
Summary Compensation Table
The following table sets forth the annual base salary and other compensation paid to each of the NEOs for the fiscal years ended December 31, 2022 and 2021:
Name and Principal Position |
| Fiscal Year |
| Salary |
|
| Stock Awards (1) ($) |
|
| Option Awards (2) ($) |
|
| Nonequity Incentive Plan ($) |
|
| Bonus ($) |
|
| Total ($) |
| ||||||
Edward J. Wegel |
| 2021 |
| $ | 158,750 |
|
| $ | 127,946 |
|
| $ | 26,465 |
|
| $ | — |
|
| $ | — |
|
| $ | 313,161 |
|
| 2022 |
| $ | 302,134 |
|
| $ | 211,082 |
|
| $ | 13,233 |
|
| $ | — |
|
| $ | 100,000 |
|
| $ | 626,449 |
| |
Chairman Director and Chief Executive Officer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Ryan Goepel |
| 2021 |
| $ | 161,875 |
|
| $ | 247,403 |
|
| $ | 17,671 |
|
| $ | — |
|
| $ | — |
|
| $ | 426,949 |
|
| 2022 |
| $ | 227,083 |
|
| $ | 230,693 |
|
| $ | 8,835 |
|
| $ | — |
|
| $ | — |
|
| $ | 466,611 |
| |
Executive Vice President, Chief Financial Officer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Outstanding Equity Awards at Fiscal Year-End
The following table sets forth specified information concerning unexercised stock options and restricted stock units for each of the NEOs outstanding as of December 31, 2022.
| Option Awards |
|
| Stock Awards |
| |||||||||||||||||||||||
Name |
| Grant Date(1) |
| Number of Securities Underlying Unexercised Options Exercisable |
| Number of Securities Underlying Unexercised Options Unexercisable |
|
| Option Exercise Price ($) |
|
| Option Expiration Date |
|
| Number of Restricted Share Units That Have Not Vested (#) |
| Market Value of Restricted Share Units That Have Not Vested ($)(2) |
| ||||||||||
Edward J. Wegel |
| 6/23/2020 |
|
| 107,333 |
| (3) |
|
| — |
|
|
| 0.25 |
|
| 06/23/2025 |
|
|
| — |
|
|
|
| — |
| |
| 10/28/2020 |
|
| — |
|
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 12,500 |
| (4) |
|
| 8,713 |
| |
| 6/11/2021 |
|
| — |
|
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 250,000 |
| (4) |
|
| 174,250 |
| |
Ryan Goepel |
| 6/23/2020 |
|
| 71,666 |
| (3) |
|
| — |
|
|
| 0.25 |
|
| 06/23/2025 |
|
|
| — |
|
|
|
| — |
| |
| 10/28/2020 |
|
| — |
|
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 37,500 |
| (4) |
|
| 26,138 |
| |
| 12/14/2020 |
|
| — |
|
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 37,500 |
| (4) |
|
| 26,138 |
| |
| 6/11/2021 |
|
| — |
|
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 250,000 |
| (4) |
|
| 174,250 |
| |
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The following table sets forth specified information concerning unexercised stock options and restricted stock units for each of the NEOs outstanding as of December 31, 2021.
| Option Awards |
|
| Stock Awards |
| |||||||||||||||||||||||
Name |
| Grant Date(1) |
| Number of Securities Underlying Unexercised Options Exercisable |
| Number of Securities Underlying Unexercised Options Unexercisable |
|
| Option Exercise Price ($) |
|
| Option Expiration Date |
|
| Number of Restricted Share Units That Have Not Vested (#) |
| Market Value of Restricted Share Units That Have Not Vested ($)(2) |
| ||||||||||
Edward J. Wegel |
| 6/23/2020 |
|
| 107,333 |
| (3) |
|
| — |
|
|
| 0.25 |
|
| 06/23/2025 |
|
|
| — |
|
|
|
| — |
| |
| 10/28/2020 |
|
| — |
|
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 25,000 |
| (4) |
|
| 35,500 |
| |
| 6/11/2021 |
|
| — |
|
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 250,000 |
| (4) |
|
| 355,000 |
| |
Ryan Goepel |
| 6/23/2020 |
|
| 71,666 |
| (3) |
|
| — |
|
|
| 0.25 |
|
| 06/23/2025 |
|
|
| — |
|
|
|
| — |
| |
| 10/28/2020 |
|
| — |
|
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 75,000 |
| (4) |
|
| 106,500 |
| |
| 12/14/2020 |
|
| — |
|
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 75,000 |
| (4) |
|
| 106,500 |
| |
| 6/11/2021 |
|
| — |
|
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 250,000 |
| (4) |
|
| 355,000 |
| |
Executive Compensation
Our performance-driven compensation program for our NEOs consists of the following main components:
We will continue to build our executive compensation program around each of these elements because each individual component is useful in furthering our compensation philosophy and we believe that, collectively, they are effective in achieving our overall objectives.
Base Salary. We provide our NEOs with a base salary to compensate them for their service to our company during each fiscal year. The base salary payable to each NEO is intended to provide a fixed component of compensation that adequately reflects the executive’s qualifications, experience, role and responsibilities. Base salary amounts are established based on consideration of, among other factors, the scope of the NEO’s position, responsibilities and years of service and our compensation committee’s general knowledge of the competitive market, based on, among other things, experience with other similarly situated companies and our industry and market data.
Employment Agreements
On September 1, 2021, the Company entered into an employment agreement with Ryan Goepel, the Company’s EVP and Chief Financial Officer (the “Goepel Employment Agreement”). The Goepel Employment Agreement is for a three year term and provides for a current annual base salary of $300,000 (increased on September 1, 2023) and a target bonus of 100% of his base salaries subject to the Company’s Board approval. Mr. Goepel is entitled to receive severance payments, including one year of his then base salary and other benefits in the event of a change of control, termination by the Company without cause, termination for good reason by the executive or non-renewal by the Company. The above description of the terms of the Goepel Employment Agreement is not complete and is qualified by reference to the complete document.
On January 1, 2022, the Company entered into an employment agreement with Ed Wegel, the Company’s Chairman and Chief Executive Officer (the “Wegel Employment Agreement”). The Wegel Employment Agreement is for a three year term and provides for a current
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annual base salary of $350,000 and a target bonus of 100% of his base salaries subject to the Company’s Board approval. Mr. Wegel is entitled to receive severance payments, including one year of his then base salary and other benefits in the event of a change of control, termination by the Company without cause, termination for good reason by the executive or non-renewal by the Company. The above description of the terms of the Wegel Employment Agreement is not complete and is qualified by reference to the complete document.
Equity Incentive Plans
Description of our Incentive Stock Option Plan, Restricted Share Unit Plan and Performance Share Unit Plan are below:
Summary of the Stock Option Plan
The following description of certain features of the Stock Option Plan (“Option Plan”) is intended to be a summary only. The summary is qualified in its entirety by the full text of the Option Plan, which is attached as Appendix A to the Company’s proxy statement dated October 28, 2022 and incorporated herein by reference.
The principal purposes of the Option Plan are to encourage profitability and growth through short-term and long-term incentives that are consistent with the Company’s objectives; to give participants an incentive for excellence in individual performance; to promote teamwork among participants; and to give the Company a significant advantage in attracting and retaining key employees, directors, and consultants. The Option Plan provides for the grant of nonqualified stock options which are not intended to meet the requirements of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). When considering new grants of share-based or option-based awards, we intend to take into account previous grants of such awards.
Eligible Participants. Certain employees, directors and consultants are eligible to be granted awards under the Option Plan. No eligible person, participant or other person shall have any claim to be granted an award under the Option Plan. The Board of Directors is not required to treat with uniformity eligible persons, participants, or holders or beneficiaries of awards under the Plan.
Administration. The Option Plan is administered by the Board of Directors of the Company. All of the powers exercisable by the Board of Directors under the Option Plan may, to the extent permitted by law and authorized by resolution of the Board of Directors, be exercised by a compensation committee of not less than three directors, all of whom shall not be employees of the Company.
Subject to applicable limitations in the Option Plan and to applicable law, the Board of Directors or the Compensation Committee, as the case may be, has the authority to:
Determinations and interpretations with respect to the Option Plan are within the sole discretion of the Board of Directors or the Compensation Committee, as applicable, whose determinations and interpretations will be binding on all interested parties.
Extension of Option Plan Term. Under the rules of the NEO Exchange, it will expire on December 8, 2025, the third anniversary of the date that stockholders last approved the Option Plan.
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Amendments to the Option Plan. Our Board of Directors may amend, alter, suspend, discontinue or terminate the Option Plan at any time, provided that no amendment to the terms of any previously granted award may, (except as expressly provided in the Option Plan) materially and adversely alter or impair the terms or conditions of the award previously granted to a participant under the Option Plan without the written consent of the participant or holder thereof and subject to applicable law. However, notwithstanding any other provision of the Option Plan or any option agreement, stockholder approval must be obtained for any amendment to the Option Plan that:
Amendments to Awards; No Option Repricing. The Board of Directors or the Compensation Committee may amend the terms of any previously granted award. However, except as expressly provided in the Option Plan (e.g., in the case of certain corporate transactions), no amendment to the terms of any previously granted award may adversely alter or impair the terms or conditions of the award previously granted to a participant under the Option Plan without the written consent of the participant or holder thereof. Any amendment to the terms of any award previously granted is subject to compliance with all applicable laws, rules, regulations and policies of any applicable governmental entity or securities exchange, including receipt of any required approval from the governmental entity or stock exchange.
The Board of Directors or the Compensation Committee may make changes to awards that are necessary or desirable to comply with applicable laws, rules, regulations and policies of any applicable governmental entity or stock exchange, including amendments to awards necessary or desirable to maximize any available tax deduction or to avoid any adverse tax result. If any provision of the Option Plan or an option agreement would result in adverse tax consequences to the Company, the Board of Directors or the Compensation Committee may amend such provision (or take any other action reasonably necessary) to avoid any adverse tax consequences. No action taken to avoid any adverse tax consequences to the Company will be deemed impair or otherwise adversely affect the rights of any holder of an award or any beneficiary of such holder.
Except in connection with an adjustment relating to shares of the Company’s common stock described in the section of titled “Shares Available for Awards—Award Limits” below, the Board of Directors or the Compensation Committee may not, without prior approval of the Company’s stockholders, effect any re-pricing of any previously granted “underwater” stock options.
Term of Option: The maximum term for an option granted under the Option Plan is 10 years.
Vesting. Options will vest and become exercisable in accordance with the vesting requirements established by the Compensation Committee and set forth in the applicable option agreement.
Exercise Price. The option exercise price will be determined by the Compensation Committee, which may not be less than 100% of the fair market value of our common stock on the date of grant of an option. However, there is an exception to this requirement. The Compensation Committee may grant an option with an exercise price less than 100% of the fair market value of our common stock on the date of grant if the Compensation Committee grants the option in substitution for a stock option previously granted by an entity that is acquired by or merged with the Company or one of its affiliates.
Method of Exercise. The Board of Directors or the Compensation Committee, as applicable, will determine the form or forms (e.g., cash or our common stock (actually or by attestation)) in which payment of the exercise price of options may be made. However, the stock option exercise price may not be paid by delivery of a promissory note.
Transferability. A participant may not assign, transfer, pledge, attach, alienate or otherwise encumber an award (other than fully vested and unrestricted shares) granted to you under the Option Plan, except to a personal holding company controlled by the participant the shares of which are held directly by the participant (a “Holding Company”) or to a registered retirement savings plan established for the participant’s sole benefit (a “RRSP”) or from a Holding Company or RRSP to the participant, or by will or by the laws of descent and distribution. The Compensation Committee may also establish procedures for a participant to designate a person or persons, as
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beneficiary or beneficiaries, to exercise the rights of a participant or receive any property distributable with respect to any award in the event of the participant’s death.
Change in Control. Unless otherwise determined by the Board of Directors, or unless otherwise provided in an agreement with the Company or its related entity, or in an option agreement, if a change in control shall conclusively be deemed to have occurred and either one of the following occurs: a) upon a change in control the surviving corporation (or any related entity thereof) or the potential successor (or any related entity thereto) fails to “continue or assume” the obligations with respect to each option or fails to provide for the “conversion or replacement” of each option with an equivalent option that satisfies the criteria set forth in the Option Plan; or b) in the event that the options were “continued or assumed”, or “converted or replaced” as contemplated in the Plan, during the two-year period following the effective date of a change in control, the participant’s employment or engagement is terminated as contemplated in the Option Plan, then there shall be immediate full vesting and redemption of each outstanding option.
Other Terms and Conditions. The Compensation Committee may grant stock options with such additional terms and conditions as the Board of Directors of the Compensation Committee, as applicable, shall determine.
Shares Available for Awards; Award Limits. The number of shares available for future awards under the Option Plan, and all other stock based compensation plans, is 9,400,000 less the number of shares subject to awards outstanding on the record date of the Annual Meeting (as of October 19, 2023, 2,368,201 shares are available for future awards under the Option Plan, and all other stock based compensation plans). Any shares subject to awards outstanding on the date of the Annual Meeting that are thereafter exercised, forfeited, terminated or cancelled will again be available for future awards under the Option Plan. The number of shares issued or reserved pursuant to the Option Plan will be adjusted by the plan administrator, as they deem appropriate and equitable, as a result of stock splits, stock dividends, and similar changes in our common stock.
Compliance with Applicable Laws. We intend for awards granted under the Option Plan to be designed, granted, and administered in such a manner that they are either exempt from the application of, or comply with, the requirements of Section 409A of the Internal Revenue Code.
New Plan Benefits Under the Option Plan. Future awards under the Option Plan will be made at the discretion of the plan administrator based on such factors as the plan administrator deems relevant at the time the awards are made.
Summary of the RSU Plan
The following description of certain features of the RSU Plan is intended to be a summary only. The summary is qualified in its entirety by the full text of the RSU Plan which is attached as Appendix B to the Company’s proxy statement dated October 28, 2022 and incorporated herein by reference.
The principal purposes of the RSU Plan are to encourage profitability and growth through short-term and long-term incentives that are consistent with the Company’s objectives; to give participants an incentive for excellence in individual performance; to promote teamwork among participants; and to give the Company a significant advantage in attracting and retaining key employees, directors, and consultants. When considering new grants of share-based or option-based awards, we intend to take into account previous grants of such awards.
Restricted Share Units. The holder of RSUs will have the right, subject to any restrictions imposed by the Board, to receive our common stock, or a cash payment equal to the fair market value of such shares, at some future date determined by the Board. The Board will have the authority to determine the timing of any grants of RSUs and may make the vesting of RSUs subject to the completion of a specified period of service with the Company or one of our affiliates. Holders of RSUs will not have any of the voting rights of a holder of our common stock, nor will they have a right to receive any dividends paid on our common stock. The Board may impose additional terms and conditions on any RSU not inconsistent with the provisions of the RSU Plan as the Board shall determine.
Eligible Participants. Certain employees, directors and consultants are eligible to be granted awards under the RSU Plan. No eligible person, participant or other person shall have any claim to be granted an award under the RSU Plan. The Board of Directors is not required to treat with uniformity eligible persons, participants, or holders or beneficiaries of awards under the Plan.
Administration. The RSU Plan is administered by the Compensation Committee, or by the full Board of Directors of the Company if the Compensation Committee ceases to exist. The Compensation Committee shall, periodically, after considering the Chief Executive Officer’s recommendations, make recommendations to the Board as to the grant of RSUs. In addition to the powers granted to the Board under the RSU Plan and subject to the terms of the RSU Plan, the Board shall have full and complete authority to grant RSUs, to interpret the RSU Plan, to prescribe such rules and regulations as it deems necessary for the proper administration of the RSU Plan and to make such determinations and to take such actions in connection therewith as it deems necessary or advisable. Any such interpretation, rule, determination or other act of the Board shall be conclusively binding upon all persons.
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Extension of RSU Plan Term. Under the rules of the NEO Exchange, it will expire on December 8, 2025, the third anniversary of the date that stockholders approved the RSU Plan.
Amendments to the RSU Plan. The Board may, subject to stockholder approval, amend the RSU Plan or terms of an RSU at any time. Notwithstanding the foregoing, the Board is specifically authorized to amend or revise the terms of the RSU Plan or RSUs without obtaining stockholder approval in the following circumstances:
Except as otherwise permitted by the NEO Exchange, amendments to the Plan set out in Section 10.12(7) of the NEO Exchange Listing Manual, may not be made without obtaining approval of the stockholders in accordance with NEO Exchange requirements.
Amendments to Awards under the RSU Plan. Unless otherwise provided by the RSU Plan, the Board may (without stockholder approval) amend, modify or terminate any outstanding RSU, including, but not limited to, substituting another award of the same or of a different type or changing the restricted period; provided, however, that, the designated participant’s consent to such action shall be required unless the Board determines that the action when taken with any related action, would not materially and adversely affect the designated participant or is specifically permitted.
Term of RSU: The maximum term for an RSU shall not exceed that period commencing on the January 1 coincident with or immediately preceding the grant and ending on December 15 of the third year following the calendar year in which such RSUs were granted.
Vesting: RSUs granted to a participant shall vest in accordance with the vesting schedule established by the Board at the time of the grant and as set out in the participant’s RSU agreement.
Transferability. A participant may not assign, transfer, pledge, attach, alienate or otherwise encumber an award (other than fully vested and unrestricted shares) granted to it under the RSU Plan, except by will or by the laws of descent and distribution. The Compensation Committee may permit the transfer of an award to family members if such transfer will be for no value and in accordance with applicable securities laws. The Compensation Committee may also establish procedures for a participant to designate a person or persons, as beneficiary or beneficiaries, to exercise the rights of a participant or receive any property distributable with respect to any award in the event of the participant’s death.
Change in Control. Unless otherwise determined by the Board of Directors, or unless otherwise provided in an agreement with the Company or its related entity, or in an RSU agreement, if a change in control shall conclusively be deemed to have occurred and either one of the following occurs: a) upon a change in control the surviving corporation (or any related entity thereof) or the potential successor (or any related entity thereto) fails to “continue or assume” the obligations with respect to each option or fails to provide for the “conversion or replacement” of each RSU with an equivalent RSU that satisfies the criteria set forth in the RSU Plan; or b) in the event that the RSUs were “continued or assumed”, or “converted or replaced” as contemplated in the RSU Plan, during the two-year period following the effective date of a change in control, the participant’s employment or engagement is terminated as contemplated in the RSU Plan, then there shall be immediate full vesting and redemption of each outstanding RSU.
Shares Available for Awards; Award Limits. The number of shares available for future awards under the RSU Plan, and all other stock based compensation plans, is 9,400,000 less the number of shares subject to awards outstanding on the record date of the Annual Meeting (as of October 19, 2023, 2,368,201 shares are available for future awards under the RSU Plan, and all other stock based compensation plans). Any shares subject to awards outstanding on the date of the Annual Meeting that are thereafter exercised, forfeited, terminated or cancelled will again be available for future awards under the RSU Plan. The number of shares issued or reserved pursuant to the RSU Plan will be adjusted by the plan administrator, as they deem appropriate and equitable, as a result of stock splits, stock dividends, and similar changes in our common stock.
Compliance with Applicable Laws. We intend for awards granted under the RSU Plan to be designed, granted, and administered in such a manner that they are either exempt from the application of, or comply with, the requirements of Section 409A of the Internal Revenue Code.
New Plan Benefits Under the RSU Plan. Future awards under the RSU Plan will be made at the discretion of the plan administrator based on such factors as the plan administrator deems relevant at the time the awards are made.
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Summary of the PSU Plan
The following description of certain features of the PSU Plan is intended to be a summary only. The summary is qualified in its entirety by the full text of the PSU Plan which is attached as Appendix C to the Company’s proxy statement dated October 28, 2022 and incorporated herein by reference.
The principal purposes of the PSU Plan are to encourage profitability and growth through short-term and long-term incentives that are consistent with the Company’s objectives; to give participants an incentive for excellence in individual performance; to promote teamwork among participants; and to give the Company a significant advantage in attracting and retaining key employees, directors, and consultants. When considering new grants of share-based or option-based awards, we intend to take into account previous grants of such awards.
Performance Share Units. The holder of PSUs will have the right, subject to any restrictions imposed by the Board, to receive our common stock, or a cash payment equal to the fair market value of such shares, at some future date determined by the Board. The Board will have the authority to determine the timing of any grants of PSUs and may make the vesting of PSUs subject to the completion of target milestones (which may include performance or time targets) set by the Board. Holders of PSUs will not have any of the voting rights of a holder of our common stock, nor will they have a right to receive any dividends paid on our common stock. The Board may impose additional terms and conditions on any PSU not inconsistent with the provisions of the PSU Plan as the Board shall determine.
Eligible Participants. Certain employees, directors and consultants are eligible to be granted awards under the PSU Plan. No eligible person, participant or other person shall have any claim to be granted an award under the PSU Plan. The Board of Directors is not required to treat with uniformity eligible persons, participants, or holders or beneficiaries of awards under the Plan.
Administration. The PSU Plan is administered by the Compensation Committee, or by the full Board of Directors of the Company if the Compensation Committee ceases to exist. The Compensation Committee shall, periodically, after considering the Chief Executive Officer’s recommendations, make recommendations to the Board as to the grant of PSUs. In addition to the powers granted to the Board under the PSU Plan and subject to the terms of the PSU Plan, the Board shall have full and complete authority to grant PSUs, to interpret the PSU Plan, to prescribe such rules and regulations as it deems necessary for the proper administration of the PSU Plan and to make such determinations and to take such actions in connection therewith as it deems necessary or advisable. Any such interpretation, rule, determination or other act of the Board shall be conclusively binding upon all persons.
Extension of PSU Plan Term. Under the rules of the NEO Exchange, it will expire on December 8, 2025, the third anniversary of the date that stockholders approved the PSU Plan.
Amendments to the PSU Plan. The Board may, subject to stockholder approval, amend the PSU Plan or terms of an PSU at any time. Notwithstanding the foregoing, the Board is specifically authorized to amend or revise the terms of the PSU Plan or PSUs without obtaining stockholder approval in the following circumstances:
Except as otherwise permitted by the NEO Exchange, amendments to the Plan set out in Section 10.12(7) of the NEO Exchange Listing Manual, may not be made without obtaining approval of the stockholders in accordance with NEO Exchange requirements.
Amendments to Awards under the PSU Plan. Unless otherwise provided by the PSU Plan, the Board may (without stockholder approval) amend, modify or terminate any outstanding PSU, including, but not limited to, substituting another award of the same or of a different type or changing the restricted period; provided, however, that, the designated participant’s consent to such action shall be required unless the Board determines that the action when taken with any related action, would not materially and adversely affect the designated participant or is specifically permitted.
Term of PSU: The maximum term for an PSU shall not exceed that period commencing on the January 1 coincident with or immediately preceding the grant and ending on December 15 of the third year following the calendar year in which such PSUs were granted.
Vesting: PSUs granted to a participant shall vest in accordance with the vesting schedule established by the Board at the time of the grant and as set out in the participant’s PSU agreement.
Transferability. A participant may not assign, transfer, pledge, attach, alienate or otherwise encumber an award (other than fully vested and unrestricted shares) granted to it under the PSU Plan, except by will or by the laws of descent and distribution. The Compensation Committee may permit the transfer of an award to family members if such transfer will be for no value and in accordance with applicable
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securities laws. The Compensation Committee may also establish procedures for a participant to designate a person or persons, as beneficiary or beneficiaries, to exercise the rights of a participant or receive any property distributable with respect to any award in the event of the participant’s death.
Change in Control. Unless otherwise determined by the Board of Directors, or unless otherwise provided in an agreement with the Company or its related entity, or in an PSU agreement, if a change in control shall conclusively be deemed to have occurred and either one of the following occurs: a) upon a change in control the surviving corporation (or any related entity thereof) or the potential successor (or any related entity thereto) fails to “continue or assume” the obligations with respect to each option or fails to provide for the “conversion or replacement” of each PSU with an equivalent PSU that satisfies the criteria set forth in the PSU Plan; or b) in the event that the PSUs were “continued or assumed”, or “converted or replaced” as contemplated in the PSU Plan, during the two-year period following the effective date of a change in control, the participant’s employment or engagement is terminated as contemplated in the PSU Plan, then there shall be immediate full vesting and redemption of each outstanding PSU.
Shares Available for Awards; Award Limits. The number of shares available for future awards under the PSU Plan, and all other stock based compensation plans, is 9,400,000 less the number of shares subject to awards outstanding on the record date of the Annual Meeting (as of October 19, 2023, 2,368,201 shares are available for future awards under the PSU Plan, and all other stock based compensation plans). Any shares subject to awards outstanding on the date of the Annual Meeting that are thereafter exercised, forfeited, terminated or cancelled will again be available for future awards under the PSU Plan. The number of shares issued or reserved pursuant to the PSU Plan will be adjusted by the plan administrator, as they deem appropriate and equitable, as a result of stock splits, stock dividends, and similar changes in our common stock.
Any shares of common stock subject to an award under the PSU Plan that are exercised, forfeited, cancelled, settled or otherwise terminated will thereafter be deemed to be available for awards.
Compliance with Applicable Laws. We intend for awards granted under the PSU Plan to be designed, granted, and administered in such a manner that they are either exempt from the application of, or comply with, the requirements of Section 409A of the Internal Revenue Code.
New Plan Benefits Under the PSU Plan. Future awards under the PSU Plan will be made at the discretion of the plan administrator based on such factors as the plan administrator deems relevant at the time the awards are made.
Retirement and Other Benefits
The Company does not currently have any retirement or other benefits plans.
DESCRIPTION OF CAPITAL STOCK
The following description summarizes the most important terms of our capital stock, our Certificate of Incorporation and our Bylaws, as each will be in effect following this offering. Because it is only a summary, it does not contain all the information that may be important to you. For a complete description, you should refer to our Certificate of Incorporation and Bylaws, which are included as exhibits to the registration statement of which this prospectus forms a part, and to the applicable provisions of Delaware law.
General
Our authorized capital stock consists of 200,000,000 shares of common stock, $0.001 par value share. There are currently three classes of our capital stock: common stock, Class A Non-Voting Common Stock and Class B Non-Voting Common Stock. Class A Non-Voting Common Stock and Class B Non-Voting Common Stock have limited voting rights but also have conversion rights.
Dividend Rights. The holders of our common stock are entitled to receive dividends out of funds legally available if our board of directors, in its discretion, determines to issue dividends and then only at the times and in the amounts that our board of directors may determine. See the section entitled “Dividend Policy.”
Voting Rights. Holders of our common stock, other than Class A Non-Voting Common Stock and Class B Non-Voting Common Stock, are entitled to one vote for each share held on all matters submitted to a vote of stockholders; provided, however, that to comply with restrictions imposed by federal law on foreign ownership of U.S. airlines, our Bylaws restrict voting of shares of our capital stock by non-U.S. citizens such that no more than 24.9% of our voting stock may be voted, directly or indirectly, by persons who are not U.S. citizens. We have not provided for cumulative voting for the election of directors in our Certificate of Incorporation, which means that holders of a majority of the shares of our common stock will be able to elect all of our directors. Holders of Class A Non-Voting Common Stock and Class B Non-Voting Common Stock may only vote when required by Delaware law.
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No Preemptive of Similar Rights. Our common stock is not entitled to preemptive rights, and is not subject to conversion, redemption or sinking fund provisions.
Right to Receive Liquidation Distributions. Upon our liquidation, dissolution or winding-up, the assets legally available for distribution to our stockholders would be distributable ratably among the holders of our common stock and any participating preferred stock outstanding at that time, subject to prior satisfaction of all outstanding debt and liabilities and the preferential rights of and the payment of liquidation preferences, if any, on any outstanding shares of preferred stock.
Conversion. The Class A Common Stock is convertible into common stock on a one-for-one basis so long as such conversion does not result in such holder beneficially owning more than the maximum percentage allowed pursuant to applicable law. Subject to the Voting Limitation for Non-Citizens set forth in GlobalX’s Bylaws, as amended, each share of Class B Non-Voting Common Stock is convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into one share of fully paid and non-assessable common stock.
Senior Note Offering
On August 2, 2023, GlobalX entered into an agreement (“Subscription Agreement”) with Global Crossing Airlines, Inc. (“GCA”), certain other direct and indirect subsidiaries of GlobalX (the “Guarantors”) and the initial purchasers party thereto (the “Initial Purchasers”), for the purchase from GlobalX of senior secured notes due 2029 (the “Notes”) and common stock warrants (each, a “Warrant”). Pursuant to the terms of the Subscription Agreement, the Initial Purchasers purchased (i) Notes in the aggregate principal amount of $35 million and (ii) 10 million Warrants in the aggregate in a private placement (the “Private Placement”) exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) pursuant to Section 4(a)(2) thereof. The gross proceeds from the sale of the Notes were $35 million, less upfront fee, advisor fees, legal fees and other closing expenses.
The Subscription Agreement contains customary representations, warranties and agreements by the GlobalX and GCA and customary indemnification obligations of GlobalX, GCA and the Initial Purchasers. Pursuant to the Subscription Agreement, the Initial Purchasers as a group will be granted one board seat and one board observer seat.
GlobalX, the Guarantors and U.S. Bank Trust Company, National Association, as trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, the “Collateral Agent”), entered into an indenture (the “Indenture”) with respect to the Notes. The terms of the Notes include, but are not limited to:
The net proceeds of the Private Placement will be used to repay all of the GlobalX’s existing $6,000,000 senior secured debentures and all of the $2,500,000 interim shareholder unsecured loan, with the balance expected to be used for general corporate purposes, including transaction expenses and deposits to expand its current fleet of aircraft.
The Notes are senior secured obligations of the GlobalX. GlobalX’s obligations under the Notes and the Indenture are jointly and severally guaranteed (the “Note Guarantees”) by the Guarantors. In addition, the GlobalX, the Guarantors and the Collateral Agent entered into a Security Agreement, dated the August 2, 2023 (the “Security Agreement”). Pursuant to the Indenture and the Security Agreement , the GlobalX’s obligations under the Indenture and the Notes and the Guarantors’ Note Guarantees are secured by a first priority lien and security interest (subject to permitted liens and security interests) in substantially all of the GlobalX’s and the Guarantors’ assets, whether now owned or hereafter acquired, excluding certain assets which include, among others, trust and other fiduciary accounts and amounts required to be deposited or held therein and leased real property that may not be pledged as a matter of law or without governmental approvals.
GlobalX may repay or redeem the Notes at its option, in whole or in part, at any time for an amount equal to the principal balance thereof, accrued and unpaid interest thereon (the “Repayment Amount”) and, if applicable, a premium (the “Applicable Premium”) calculated as follows:
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All interest payable in connection with the redemption of any Notes is payable in cash. The Indenture requires GlobalX and the Guarantors, as applicable, to comply with various affirmative covenants regarding, among other matters, delivery to the Trustee of financial statements and certain other information or reports filed with the Securities and Exchange Commission (the “SEC”).
The Indenture includes financial covenants, including but not limited to:
The Indenture requires GlobalX and the Guarantors, as applicable, to comply with certain other covenants including, but not limited to, covenants that, subject to certain exceptions, limit the GlobalX’s and the Guarantors’ ability to: (i) incur additional indebtedness; (ii) grant liens; (iii) engage in certain sale/leaseback, merger, consolidation or asset sale transactions; (iv) make certain investments; (v) pay dividends or make distributions; (vi) engage in affiliate transactions and (vii) amend its organizational documents.
The Indenture provides for certain events of default, the occurrence and continuation of which could, subject to certain conditions, cause all amounts owing under the Notes to become due and payable, including but not limited to the following:
The Subscription Agreement, Indenture (including the form of Notes) and the Security Agreement (collectively, the “Debt Transaction Documents”) include various representations, warranties, covenants and other provisions, as applicable, customary for transactions of this nature.
Registration Rights Agreement
In connection with the issuance of the Warrants pursuant to the Subscription Agreement, on August 2023, GlobalX and the Initial Purchasers entered into a Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which GlobalX agreed, for the benefit of the Initial Purchasers, to use commercially reasonable efforts to file a registration statement with the SEC with respect to a registration of the shares of common stock issuable upon exercise of the Warrants (the “Note Warrant Shares”). If GlobalX fails to comply with its obligations under the Registration Rights Agreement, GlobalX will be required to pay each holder of Note Warrant Shares a party to the Registration Rights Agreement an amount in cash, as partial liquidated damages, equal to the product of 2.0% multiplied by the aggregate purchase price paid by such holder pursuant to the Subscription Agreement.
We have filed the registration statement of which this prospectus is a part to fulfill certain of our obligations with respect to the registration for resale of the Note Warrant Shares sold in the Private Placement.
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This description of the Registration Rights Agreement is not complete and is qualified in its entirety by reference to the any such agreements which will be filed as exhibits to the registration statement of which this prospectus is a part. The representations, warranties and covenants made by us in the Purchase Agreements were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties thereto, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were made as of an earlier date. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.
Stock Options
As of September 30, 2023, we had outstanding options to purchase an aggregate 470,668 shares of our common stock, with a weighted average exercise price of $0.25, of which 470,668 have vested.
Shares Issuable Pursuant to Restricted Share Units
As of September 30, 2023, 5,073,932 shares of common stock are issuable upon settlement of restricted share units, of which no units have vested.
Warrants
As of September 30, 2023, the following common stock share purchase warrants were outstanding and exercisable:
Outstanding |
|
| Exercise Price |
| Remaining life |
|
| Expiry Date | ||
| 4,838,707 |
|
| USD$1.24 |
|
| 0.75 |
|
| March 28, 2024 |
| 7,537,313 |
|
| USD$1.50 |
|
| 2.83 |
|
| April 29, 2026 |
| 10,000,000 |
|
| USD$1.00 |
|
| 6.75 |
|
| June 30, 2030 |
| 22,376,020 |
|
|
|
|
|
|
|
| |
On or following the Closing Date, the Initial Purchasers will be issued 10 million Warrants in the aggregate exercisable into shares of the Company’s common stock. Each Warrant is immediately exercisable at any time at the option of the holder for one share of Company common stock at an exercise price of $1.00 per share and will expire September 30, 2030. The holder of the Warrant may, in its sole discretion, exercise the Warrant on a cashless basis.
Anti-Takeover Provisions
The provisions of Delaware General Corporation Law, or DGCL, our Certificate of Incorporation and our Bylaws, as we expect they will be in effect upon the completion of this offering, could have the effect of delaying, deferring or discouraging another person from acquiring control of our company. These provisions, which are summarized below, may have the effect of discouraging takeover bids. They are also designed, in part, to encourage persons seeking to acquire control of us to negotiate first with our board of directors. We believe that the benefits of increased protection of our potential ability to negotiate with an unfriendly or unsolicited acquirer outweigh the disadvantages of discouraging a proposal to acquire us because negotiation of these proposals could result in an improvement of their terms.
Delaware Law
We are subject to the provisions of Section 203 of the DGCL regulating corporate takeovers. In general, Section 203 prohibits a publicly held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years following the date on which the person became an interested stockholder unless:
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Generally, a business combination includes a merger, asset or stock sale, or other transaction or series of transactions together resulting in a financial benefit to the interested stockholder. An interested stockholder is a person who, together with affiliates and associates, owns or, within three years prior to the determination of interested stockholder status, did own 15% or more of a corporation’s outstanding voting stock. We expect the existence of this provision to have an anti-takeover effect with respect to transactions our board of directors does not approve in advance. We also anticipate that Section 203 may also discourage attempts that might result in a premium over the market price for the shares of common stock held by stockholders.
Anti-Takeover Effects of Certain Provisions of our Certificate of Incorporation and Bylaws
Our Certificate of Incorporation and our Bylaws, as we expect they will be in effect upon the completion of this offering, include a number of provisions that could deter hostile takeovers or delay or prevent changes in control of our company, including the following:
Limitations on Foreign Owners
To comply with restrictions imposed by federal law on foreign ownership of U.S. airlines, our Bylaws restrict voting of shares of our capital stock by non-U.S. citizens. The restrictions imposed by federal law currently require that no more than 24.9% of our voting stock be voted, directly or indirectly, by persons who are not U.S. citizens, that no more than 49.9% of our outstanding stock be owned (beneficially or of record) by persons who are not U.S. citizens and that our president and at least two-thirds of the members of our board of directors and senior management be U.S. citizens. Our Bylaws provide that no shares of our capital stock may be voted by or at the direction of non-U.S. citizens unless such shares are registered on a separate stock record, which we refer to as the foreign stock record. Our Bylaws further provide that no shares of our capital stock will be registered on the foreign stock record if the amount so registered would exceed the foreign ownership restrictions imposed by federal law. Presently, all members of our board of directors are U.S. citizens. Our Bylaws also provide that any transfer or issuance of our stock that would cause the amount of our stock owned by persons who are not U.S. citizens to exceed foreign ownership restrictions imposed by federal law will be void and of no effect.
All of our shareholders that are not U.S. citizens will in the aggregate own approximately 45% of our common stock after the offering.
Transfer Agent and Registrar
The transfer agent and registrar for our common stock will be Computershare Investor Services Inc.
Listing of Securities
Our shares of common stock are traded on the OTCQB Marketplace (“OTCQB”) under the symbol “JETMF” and on the NEO Exchange (“NEO”) under the symbol “JET.” Our shares of Class B Non-Voting Common Stock are traded on the NEO Exchange (“NEO”) under the symbol “JET.B”
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PRINCIPAL STOCKHOLDERS
The following table sets forth information known to the Company regarding the beneficial ownership of common stock, that upon the consummation of this offering, will be owned by:
Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days. Company stock issuable upon exercise of options and warrants currently exercisable within 60 days are deemed outstanding solely for purposes of calculating the percentage of total voting power of the beneficial owner thereof.
The beneficial ownership of Company common stock is based on 40,243,641 shares of common stock, 5,537,313 shares of Class A Non-Voting Common Stock and 12,968,208 shares of Class B Non-Voting Common Stock outstanding as of December 15, 2023. Unless otherwise indicated, the Company believes that each person named in the table below has sole voting and investment power with respect to all shares of Company common stock beneficially owned by them. Such beneficial ownership reflects security ownership known to the Company.
Except as otherwise indicated in these footnotes, each of the beneficial owners listed has, to our knowledge, sole voting and investment power with respect to the indicated shares of common stock. Addresses for the beneficial owners are set forth in the footnotes to the table.
|
| Common Stock |
|
| Class A |
|
| Class B |
| |||||||||||||||
Name and Address of Beneficial Owners(2) |
| Shares |
|
| % |
|
| Shares |
|
| % |
|
| Shares |
|
| % |
| ||||||
Ronald T. Bevans, Jr. |
|
| 2,960,715 |
|
|
| 5.0 | % |
| -- |
|
| -- |
|
| -- |
|
| -- |
| ||||
Ascent Global Logistics, Inc. (3) |
|
| 2,113,000 |
|
|
| 4.99 | % |
| -- |
|
| -- |
|
|
| 1,200,000 |
|
|
| 9.25 | % | ||
Named Executive Officers and Directors |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Edward J. Wegel (4) |
|
| 5,932,276 |
|
|
| 10.1 | % |
| -- |
|
| -- |
|
|
| 11,900 |
|
| * |
| |||
Ryan Goepel (5) |
|
| 1,534,015 |
|
|
| 2.6 | % |
| -- |
|
| -- |
|
| -- |
|
| -- |
| ||||
Deborah Robinson (6) |
|
| 453,234 |
|
| * |
|
| -- |
|
| -- |
|
| -- |
|
| -- |
| |||||
Alan Bird (7) |
|
| 99,167 |
|
| * |
|
| -- |
|
| -- |
|
|
| 69,000 |
|
| * |
| ||||
Chris Jamroz (8) |
| -- |
|
| -- |
|
| -- |
|
| -- |
|
| -- |
|
| -- |
| ||||||
T. Allan McArtor (9) |
|
| 83,333 |
|
| -- |
|
| -- |
|
| -- |
|
| -- |
|
| -- |
| |||||
Andrew Axelrod (10) |
|
| 5,000,000 |
|
|
| 8.5 | % |
| -- |
|
| -- |
|
| -- |
|
| -- |
| ||||
Cordia Harrington (11) |
|
| 800,000 |
|
|
| 1.4 | % |
|
| 5,537,313 |
|
|
| 100 | % |
| -- |
|
| -- |
| ||
Sheila Paine |
| -- |
|
| -- |
|
| -- |
|
| -- |
|
| -- |
|
| -- |
| ||||||
All executive officers, directors and |
|
| 13,902,025 |
|
|
| 22.6 | % |
|
|
|
|
|
|
|
|
|
|
|
| ||||
* Less than 1%
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60
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On June 28, 2021, the Company completed the spin-out pursuant to the Arrangement under which the Company transferred 75% of shares of its wholly owned subsidiary, Canada Jetlines Operations Ltd. ("Jetlines") to Global shareholders. Global retained 25% of the shares issued and outstanding of Jetlines and accounts for the investment in accordance with the equity method. As of September 30, 2023, Global Crossing Airlines hold approximately 12% of the outstanding at September 30, 2023.
Related parties and related party transactions impacting the consolidated financial statements not disclosed elsewhere in these consolidated financial statements are summarized below and include transactions with the following individuals or entities:
As of September 30, 2023 and December 31, 2022, amounts with related parties include the following:
On October 3, 2023 Global Crossing Airlines Group, Inc. and Canada Jetlines Operations, Ltd. executed an agreement, according to which Global Crossing Airlines Group, Inc. will receive from Canada Jetlines Operations, Ltd. 2,000,000 restricted shares units of Canada Jetlines Operations, Ltd. vesting on October 3, 2023 in exchange to services provided by the Company to Canada Jetlines Operations, Ltd. under an existing contract.
On July 3, 2023, the Company voluntarily dissolved GlobalX Ground Team LLC. The Company had a 50% interest in GlobalX Ground Team LLC and the dissolution had no impact in the Company's financial statements.
On August 14, 2023, the Company voluntarily dissolved GlobalX 321 Aircraft Acquisition Corp., The Company had a 100% interest in GlobalX 321 Aircraft Acquisition Corp and the dissolution had no impact in the Company's financial statements. On August 17, 2023, the Company voluntarily dissolved GlobalX 320 Aircraft Acquisition Corp., The Company had a 100% interest in GlobalX 320 Aircraft Acquisition Corp. and the dissolution had no impact in the Company's financial statements.
Smartlynx Airlines Malta Limited is an entity whose Chief Executive Officer was a Board Member of Global until his term expired in December 2022. During the year ending December 31, 2020, Global made advanced payments totaling $500,000 to Smartlynx. $350,000 of those payments related to two security deposits. One is a $250,000 security deposit for one passenger aircraft to deliver 200 hours of ACMI services per month and the second is a $100,000 security deposit for a long term lease of an A321F aircraft. Total deposits and prepaid expense related to Smartlynx totaled $250,000 as of September 30, 2023 and December 31, 2022 and it is included in other assets on the consolidated balance sheets.
The amounts due to related parties are unsecured, non-interest bearing and have no stated terms of repayment.
Policies and Procedures for Related Party Transactions
Our Audit committee is responsible for developing and recommending to the Board for approval policies and procedures for the review, approval or ratification of related person transactions required to be disclosed pursuant to Item 404 of Regulation S-K, as may be amended from time to time, and any other applicable requirements (the “Related Person Transactions Policy”). The Audit Committee is also responsible for review of the Related Person Transactions Policy at least annually and recommend to the Board for approval any changes to the Policy. Further the Audit Committee is responsible to oversee the implementation of and compliance with the Related Person Transactions Policy, including reviewing, approving or ratifying related person transactions, as appropriate pursuant to the Related Person Transaction Policy. The Audit Committee has not yet developed the Related Person Transaction Policy but it expects to do so in the near term.
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SELLING STOCKHOLDERS
Unless the context otherwise requires, as used in this prospectus, “Selling Stockholders” includes the selling stockholders listed below and donees, pledgees, transferees or other successors-in-interest selling shares received after the date of this prospectus from a selling stockholder as a gift, pledge or other non-sale related transfer.
We have prepared this prospectus to allow the Selling Stockholders or their successors, assignees or other permitted transferees to sell or otherwise dispose of, from time to time, up to 22,518,894 shares of our common stock that are issuable upon exercise of Company Warrants.
All of the 22,518,894 shares of Common Stock to be offered hereby will be issued in reliance on the exemption from securities registration in the United States and any other country in which they were issued.
The Securities to be offered by the Selling Stockholders are “restricted” securities under applicable federal and state securities laws and are being registered under the Securities Act to give the Selling Stockholders the opportunity to sell these shares publicly. The registration of these shares does not require that any of the shares be offered or sold by the Selling Stockholders. Subject to these resale restrictions, the Selling Stockholders may from time to time offer and sell all or a portion of their shares indicated below in privately negotiated transactions or on the OTCQB or any other market on which our Common Stock may subsequently be listed.
The registered shares may be sold directly or through brokers or dealers, or in a distribution by one or more underwriters on a firm commitment or best effort basis. To the extent required, the names of any agent or broker-dealer and applicable commissions or discounts and any other required information with respect to any particular offering will be set forth in a prospectus supplement. See the section of this prospectus entitled “Plan of Distribution”.
No estimate can be given as to the amount or percentage of Securities that will be held by the Selling Stockholders after any sales made pursuant to this prospectus because the Selling Stockholders are not required to sell any of the Securities being registered under this prospectus. The following table assumes that the Selling Stockholders will sell all of the Securities listed in this prospectus.
Unless otherwise indicated in the footnotes below, no Selling Stockholder has had any material relationship with us or any of our affiliates within the past three years other than as a security holder.
We have prepared this table based on written representations and information furnished to us by or on behalf of the Selling Stockholders. Since the date on which the Selling Stockholders provided this information, the Selling Stockholders may have sold, transferred or otherwise disposed of all or a portion of the shares of Common Stock in a transaction exempt from the registration requirements of the Securities Act. Unless otherwise indicated in the footnotes below, we believe that: (1) none of the Selling Stockholders are broker-dealers or affiliates of broker-dealers, (2) no Selling Stockholder has direct or indirect agreements or understandings with any person to distribute their Securities, and (3) the Selling Stockholders have sole voting and investment power with respect to all Securities beneficially owned, subject to applicable community property laws. To the extent any Selling Stockholder identified below is, or is affiliated with, a broker-dealer, it could be deemed, individually but not severally, to be an “underwriter” within the meaning of the Securities Act. Information about the Selling Stockholders may change over time. Any changed information will be set forth in supplements to this prospectus, if required.
The following table sets forth information with respect to the beneficial ownership of our common stock held, as of December 18, 2023, by the Selling Stockholders and the number of Securities being registered hereby and information with respect to shares to be beneficially owned by the Selling Stockholders after completion of the offering of the Securities for resale. The percentages in the following table reflects the Securities beneficially owned by the Selling Stockholders as a percentage of the total number of shares of Common Stock
62
Table of Contents
outstanding as of December 18, 2023. As of such date, (1) 40,243,641 shares of common stock were outstanding, (2) 5,537,313 shares of Class A common stock were outstanding and (3) 12,968,208 shares of Class B common stock were outstanding.
Name |
| Shares of Common Stock Beneficially Owned | Maximum Number of Number |
|
| Shares of Common Stock Beneficially Owned After |
|
| Percentage Beneficially Owned after the Offering | |||||
Alterna Aircraft Leasing LLC |
|
| 2,016,129 |
|
|
| 2,016,129 |
|
|
| - |
|
| * |
Ascent Global Logistics, Inc. (1) |
|
| 2,113,000 |
|
|
| 9,553,442 |
|
|
| - |
|
| * |
Douglas L Becker |
|
| 161,290 |
|
|
| 161,290 |
|
|
| - |
|
| * |
MacKenzie LLP No. 1 |
|
| 161,290 |
|
|
| 161,290 |
|
|
| - |
|
| * |
Triage Capital LLC |
|
| 286,290 |
|
|
| 286,290 |
|
|
| - |
|
| * |
Shunhua Wen |
|
| 22,129 |
|
|
| 16,129 |
|
|
| 6,000 |
|
| * |
Chris Roth |
|
| 58,161 |
|
|
| 20,161 |
|
|
| 38,600 |
|
| * |
Cheshire Consulting |
|
| 20,161 |
|
|
| 20,161 |
|
|
| - |
|
| * |
Donna Wigen |
|
| 60,483 |
|
|
| 60,483 |
|
|
| - |
|
| * |
Leo Berezan |
|
| 80,645 |
|
|
| 80,645 |
|
|
| - |
|
| * |
Star V Partners LLC |
|
| 857,000 |
|
|
| 857,000 |
|
|
| - |
|
| * |
Strategic YieldCo LLC |
|
| 5,000,000 |
|
|
| 5,000,000 |
|
|
| - |
|
| * |
Axar Credit Opportunity Fund 2023, LLC |
|
| 800,000 |
|
|
| 800,000 |
|
|
| - |
|
| * |
Blackwell Partners LLC - Series E |
|
| 857,000 |
|
|
| 857,000 |
|
|
| - |
|
| * |
Pavonia Life Insurance Company of Michigan |
|
| 1,200,138 |
|
|
| 1,200,138 |
|
|
| - |
|
| * |
Axar QR Opportunistic Credit Fund LP |
|
| 1,428,736 |
|
|
| 1,428,736 |
|
|
| - |
|
| * |
|
|
|
|
|
|
|
|
|
|
|
| |||
Total: |
|
| 15,122,452 |
|
|
| 22,518,894 |
|
|
| 44,600 |
|
|
|
Less than 1%
The named party beneficially owns and has sole voting and investment power over all shares or rights to these shares. The numbers in this table assume that none of the selling shareholders sells shares of common stock not being offered in this prospectus or purchases additional shares of common stock, and assumes that all shares offered are sold. Except as otherwise noted, none of the Selling Stockholders:
(1) has had a material relationship with us other than as a shareholder at any time within the past three years;
(2) has ever been one of our officers or directors; or
(3) is a broker-dealer or affiliate of a broker dealer.
PLAN OF DISTRIBUTION
Each Selling Stockholder of the securities and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their securities covered hereby through the OTCQB or any other stock exchange, market or trading facility on which the securities are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder may use any one or more of the following methods when selling securities:
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The Selling Stockholders may also sell securities under Rule 144 under the Securities Act, if available, rather than under this prospectus.
Broker-dealers engaged by the Selling Stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with FINRA IM-2440.
In connection with the sale of the securities or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The Selling Stockholders may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The Selling Stockholders and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the securities.
The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the securities. The Company has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.
Any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus.
We agreed to keep this prospectus effective until the earlier of (i) the date on which the securities may be resold by the Selling Stockholders without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for the Company to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule of similar effect or (ii) the date on which all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.
Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in market making activities with respect to the Common Stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the Common Stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).
LEGAL MATTERS
Cozen O’Connor P.C. has passed upon the validity of the common stock offered by this prospectus and certain other legal matters related to this prospectus.
EXPERTS
The consolidated balance sheet of Global Crossing Airlines Group Inc. for each of the two years ended December 31, 2022 and December 31, 2021, and the related consolidated statements of operations and comprehensive loss, stockholders’ equity, and cash flows for the years then ended, have been audited by Rosenberg Rich Baker Berman P.A, an independent registered public accounting firm,
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as set forth in its report appearing herein and are included in reliance upon such report given on the authority of said firm as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement on Form S-1 (File Number 333-______________ ) under the Securities Act with respect to the shares of common stock offered hereby. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement or the exhibits filed therewith. For further information about us and the common stock offered hereby, reference is made to the registration statement and the exhibits filed therewith. Statements contained in this prospectus concerning the contents of any contract or any other document are not necessarily complete, please see the copy of the contract or document that has been filed for the complete contents of that contract or document. Each statement in this prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibit. The exhibits to the registration statement should be reviewed for the complete contents of these contracts and documents.
We currently do not file periodic reports with the SEC. Upon the completion of this offering, we will be required to file periodic reports, proxy statements and other information with the SEC pursuant to the Securities Exchange Act of 1934, as amended. The SEC maintains a website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. The address of the website is www.sec.gov.
We also maintain a website at www.globalairlinesgroup.com. Upon completion of this offering, you may access these materials at our website free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. Information contained in, or that can be accessed through, our website is not a part of, and is not incorporated into, this prospectus.
65
Table of Contents
INDEX TO FINANCIAL STATEMENTS
Global Crossing Airlines Group Inc. |
| Page |
Global Crossing Airlines Group Inc. Audited Consolidated Financial Statements |
|
|
Report of Independent Registered Public Accounting Firm (PCAOB No. 89) |
| F-2 |
Consolidated Balance Sheets as of December 31, 2022 and 2021 |
| F-3 |
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2022 and 2021 |
| F-4 |
Consolidated Statements of Cash Flows for the Years Ended December 31, 2022 and 2021 |
| F-5 |
Consolidated Statements of Equity for the Years Ended December 31, 2022 and 2021 |
| F-6 |
| F-7 | |
Global Crossing Airlines Group Inc. Unaudited Consolidated Statements |
|
|
Condensed Combined Carve-Out Balance Sheets as of March 31, 2023 (Unaudited) and December 31, 2022 |
| F-27 |
| F-28 | |
| F-29 | |
| F-30 | |
| F-31 |
F-1
Table of Contents
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of Global Crossing Airlines Group Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Global Crossing Airlines Group Inc. (the Company) as of December 31, 2022 and 2021, and the related consolidated statements of operations, changes in shareholders’ equity, and cash flows for each of the years in the two year period ended December 31, 2022, and the related notes (collectively referred to as the financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the years in the two year period ended December 31, 2022 and 2021, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has a working capital deficiency and retained deficit as of December 31, 2022. Management’s evaluation of the events and conditions and management’s plans regarding these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Rosenberg Rich Baker Berman P.A.
Somerset, New Jersey
March 9, 2023, except notes 2, 17 and 18 which is October 26, 2023
We have served as the Company’s auditor since 2020.
F-2
Table of Contents
GLOBAL CROSSING AIRLINES GROUP INC.
(FORMERLY “CANADA JETLINES LTD.”)
CONSOLIDATED BALANCE SHEETS
|
| December 31, 2022 |
|
| December 31, 2021 |
| ||
Current Assets |
|
|
|
|
|
| ||
Cash and cash equivalents |
| $ | 1,875,673 |
|
| $ | 5,241,716 |
|
Restricted cash |
|
| 3,585,261 |
|
|
| 2,752,285 |
|
Accounts receivable, net of allowance |
|
| 2,664,174 |
|
|
| 745,646 |
|
Prepaid expenses and other current assets |
|
| 2,193,449 |
|
|
| 931,266 |
|
Current assets held for sale |
|
| 1,405,741 |
|
|
| — |
|
Total Current Assets |
| $ | 11,724,298 |
|
| $ | 9,670,913 |
|
Property and equipment, net |
|
| 2,441,288 |
|
|
| 618,883 |
|
Finance leases, net |
|
| 2,710,899 |
|
|
| — |
|
Operating lease right-of-use assets |
|
| 27,952,609 |
|
|
| 22,668,308 |
|
Deferred costs and other assets |
|
| 6,334,878 |
|
|
| 6,115,562 |
|
Total Assets |
| $ | 51,163,973 |
|
| $ | 39,073,666 |
|
|
|
|
|
|
|
| ||
Current liabilities |
|
|
|
|
|
| ||
Accounts payable |
| $ | 4,997,080 |
|
| $ | 2,058,864 |
|
Accrued liabilities |
|
| 9,458,629 |
|
|
| 4,219,491 |
|
Deferred revenue |
|
| 3,200,664 |
|
|
| 1,995,090 |
|
Customer deposits |
|
| 1,617,337 |
|
|
| 1,264,502 |
|
Due from related parties |
|
| — |
|
|
| 197,558 |
|
Current portion of notes payable |
|
| 1,810,468 |
|
|
| 1,573,000 |
|
Current portion of operating leases |
|
| 6,445,915 |
|
|
| 3,393,497 |
|
Current portion of finance leases |
|
| 335,527 |
|
|
| — |
|
Total current liabilities |
| $ | 27,865,621 |
|
| $ | 14,702,002 |
|
Other liabilities |
|
|
|
|
|
| ||
Note payable |
| $ | 5,081,294 |
|
|
| — |
|
Long-term operating leases |
|
| 23,189,835 |
|
|
| 20,042,343 |
|
Financial leases and other liabilities |
|
| 2,282,892 |
|
|
| 83,491 |
|
Total other liabilities |
|
| 30,554,020 |
|
|
| 20,125,834 |
|
Total Liabilities |
| $ | 58,419,641 |
|
| $ | 34,827,836 |
|
|
|
|
|
|
|
| ||
Commitments and Contingencies |
|
|
|
|
|
| ||
Equity (Deficit) |
|
|
|
|
|
| ||
Common stock - $.001 par value; 200,000,000 authorized; 53,440,482 and 51,237,876 issued and outstanding as of December 31, 2022 and December 31, 2021 |
| $ | 53,440 |
|
| $ | 51,237 |
|
Additional paid-in capital |
|
| 30,774,197 |
|
|
| 26,456,900 |
|
Retained deficit |
|
| (38,083,304 | ) |
|
| (22,262,307 | ) |
Total stockholders' equity (Deficit) |
|
| (7,255,667 | ) |
|
| 4,245,830 |
|
Total Liabilities and Equity (Deficit) |
| $ | 51,163,973 |
|
| $ | 39,073,666 |
|
See accompanying notes to consolidated financial statements.
F-3
Table of Contents
GLOBAL CROSSING AIRLINES GROUP INC.
(FORMERLY “CANADA JETLINES LTD.”)
CONSOLIDATED STATEMENT OF OPERATIONS
|
| Year Ended |
|
| Year Ended |
| ||
|
| December 31, 2022 |
|
| December 31, 2021 |
| ||
Operating Revenue |
| $ | 97,110,205 |
|
| $ | 14,292,472 |
|
Operating Expenses |
|
|
|
|
|
| ||
Salaries, Wages, & Benefits |
|
| 30,629,414 |
|
|
| 9,784,450 |
|
Aircraft Fuel |
|
| 23,035,395 |
|
|
| 3,142,720 |
|
Maintenance, materials and repairs |
|
| 4,377,378 |
|
|
| 832,609 |
|
Depreciation and amortization |
|
| 609,489 |
|
|
| 34,289 |
|
Contracted ground and aviation services |
|
| 15,607,926 |
|
|
| 3,336,782 |
|
Travel |
|
| 5,024,758 |
|
|
| 961,258 |
|
Insurance |
|
| 3,580,377 |
|
|
| 1,713,756 |
|
Aircraft Rent |
|
| 15,614,081 |
|
|
| 4,149,871 |
|
Other |
|
| 9,867,929 |
|
|
| 7,497,021 |
|
Total Operating Expenses |
|
| 108,346,747 |
|
|
| 31,452,756 |
|
Operating Loss |
| $ | (11,236,542 | ) |
| $ | (17,160,284 | ) |
Non-Operating Expenses (Income) |
|
|
|
|
|
| ||
Loss (Gain) on Warrant Valuation |
|
| - |
|
|
| 2,650,772 |
|
Unrealized Loss (Gain) on Financial Instruments |
|
| (96,415 | ) |
|
| 154,120 |
|
Other non operating |
|
| 3,058,938 |
|
|
| — |
|
Interest Expense |
|
| 1,621,932 |
|
|
| 31,043 |
|
Total Non-Operating Expenses |
|
| 4,584,455 |
|
|
| 2,835,935 |
|
Loss from continuing operations |
|
| (15,820,997 | ) |
|
| (19,996,219 | ) |
Income from Discontinued Operations |
|
| — |
|
|
| 177,706 |
|
Loss before income taxes |
|
| (15,820,997 | ) |
|
| (19,818,513 | ) |
Income tax expense |
|
| — |
|
|
| — |
|
Net Loss |
|
| (15,820,997 | ) |
|
| (19,818,513 | ) |
Loss per share: |
|
|
|
|
|
| ||
Basic |
| $ | (0.30 | ) |
| $ | (0.43 | ) |
Diluted |
|
| (0.30 | ) |
|
| (0.43 | ) |
Weighted average number of shares outstanding |
| $ | 52,074,647 |
|
| $ | 46,185,089 |
|
Fully diluted shares outstanding |
| $ | 52,074,647 |
|
| $ | 46,185,089 |
|
See accompanying notes to consolidated financial statements.
F-4
Table of Contents
GLOBAL CROSSING AIRLINES GROUP INC.
(FORMERLY “CANADA JETLINES LTD.”)
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
| For the Twelve Months Ended December 31, |
| |||||
|
| 2022 |
|
| 2021 |
| ||
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
|
| ||
Net loss from continuing operations |
| $ | (15,820,997 | ) |
| $ | (19,996,219 | ) |
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
| ||
Depreciation |
|
| 609,489 |
|
|
| 34,289 |
|
Bad debt expense |
|
| 219,759 |
|
|
| — |
|
Loss on warrant revaluation |
|
| — |
|
|
| 2,650,772 |
|
Gain on sale of spare parts |
|
| (191,530 | ) |
|
| — |
|
Loss on deferred costs |
|
| 2,809,031 |
|
|
|
| |
Interest of Finance leases |
|
| 102,561 |
|
|
|
| |
Amortization of debt issue costs |
|
| 630,290 |
|
|
| — |
|
Amortization of operating lease right of use assets |
|
| 4,797,056 |
|
|
| 1,154,477 |
|
Share-based payments |
|
| 1,386,533 |
|
|
| 1,254,413 |
|
Foreign exchange gain |
|
| (96,415 | ) |
|
| 154,120 |
|
Changes in assets and liabilities |
|
|
|
|
|
| ||
Accounts receivable |
|
| (1,946,757 | ) |
|
| (745,646 | ) |
Asset held for sale |
|
| (340,561 | ) |
|
| — |
|
Prepaid expenses and other current assets |
|
| (1,262,183 | ) |
|
| (486,670 | ) |
Deposits and other assets |
|
| (3,247,035 | ) |
|
| (2,684,307 | ) |
Accounts payable |
|
| 2,938,216 |
|
|
| 2,072,374 |
|
Accrued liabilities and other liabilities |
|
| 6,353,307 |
|
|
| 5,929,292 |
|
Operating lease obligations |
|
| (3,482,839 | ) |
|
| (386,945 | ) |
Other liabilities |
|
| (306,008 | ) |
|
| 74,086 |
|
Net cash used in operating activities - continuing operations |
|
| (6,848,083 | ) |
|
| (10,975,964 | ) |
Net cash provided by operating activities - discontinuing operations |
|
| — |
|
|
| 177,706 |
|
Net cash used in operating activities |
|
| (6,848,083 | ) |
|
| (10,798,258 | ) |
CASH FLOWS FROM INVESTING ACTIVITIES |
|
|
|
|
|
| ||
Purchases of property and equipment |
|
| (1,911,669 | ) |
|
| (652,750 | ) |
Net cash used in investing activities |
|
| (1,911,669 | ) |
|
| (652,750 | ) |
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
|
| ||
Principal payments on finance leases |
|
| (501,169 | ) |
|
| — |
|
Other liabilities |
|
| — |
|
|
| (104,437 | ) |
Proceeds on issuance of shares |
|
| 802,325 |
|
|
| 19,032,172 |
|
Proceeds from note payable |
|
| 5,925,529 |
|
|
| — |
|
Net cash provided by financing activities - continuing operations |
|
| 6,226,685 |
|
|
| 18,927,735 |
|
Net cash provided by financing activities - discontinued operations |
|
| — |
|
|
| (31,416 | ) |
Net cash provided by financing activities |
|
| 6,226,685 |
|
|
| 18,896,319 |
|
Net increase (decrease) in cash, cash equivalents, and restricted cash |
|
| (2,533,067 | ) |
|
| 7,445,311 |
|
Cash, cash equivalents and restricted cash - beginning of the year |
|
| 7,994,001 |
|
|
| 548,690 |
|
Cash, cash equivalents and restricted cash - end of the year |
| $ | 5,460,934 |
|
| $ | 7,994,001 |
|
Non-Investing and financing |
|
|
|
|
|
| ||
Right-of-use (ROU) assets acquired through operating leases |
| $ | 10,081,357 |
|
|
| — |
|
Equipment acquired through finance leases |
|
| (2,840,936 | ) |
|
| — |
|
Airframe Parts acquired through financing |
|
| 1,065,180 |
|
|
| — |
|
Warrants issued for debt (debt discount) |
|
| 2,130,642 |
|
|
| — |
|
Cash paid for |
|
|
|
|
|
| ||
Interest |
| $ | 622,439 |
|
| $ | 31,558 |
|
See accompanying notes to consolidated financial statements.
F-5
Table of Contents
GLOBAL CROSSING AIRLINES GROUP INC.
(FORMERLY “CANADA JETLINES LTD.”)
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
|
| Common Stock Number of Shares |
|
| Amount |
|
| Common Stock Subscribed |
|
| Additional Paid in Capital |
|
| Retained Deficit |
|
| 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 |
|
| 15,601,830 |
|
|
| 15,601 |
|
|
| (212,073 | ) |
|
| 14,766,160 |
|
|
| — |
|
|
| 14,569,688 |
|
Issuance of shares - warrants and options exercised |
|
| 6,457,986 |
|
|
| 6,458 |
|
|
| (240,196 | ) |
|
| 4,696,222 |
|
|
| — |
|
|
| 4,462,484 |
|
Issuance of shares - RSUs |
|
| 240,000 |
|
|
| 240 |
|
|
| — |
|
|
| (240 | ) |
|
| — |
|
|
| — |
|
Share based compensation on stock options or RSUs |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 1,254,413 |
|
|
| — |
|
|
| 1,254,413 |
|
GEM warrant reclassification |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 3,475,379 |
|
|
|
|
|
| 3,475,379 |
| |
Loss for the period |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (19,818,513 | ) |
|
| (19,818,513 | ) |
Ending - December 31, 2021 |
|
| 51,237,876 |
|
| $ | 51,237 |
|
| $ | — |
|
| $ | 26,456,900 |
|
| $ | (22,262,307 | ) |
| $ | 4,245,830 |
|
|
| Common Stock Number of Shares |
|
| Amount |
|
| Common Stock Subscribed |
|
| 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 |
|
| 1,397,402 |
|
|
| 1,398 |
|
|
| — |
|
|
| 662,344 |
|
|
| — |
|
|
| 663,742 |
|
Warrants issued |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 2,130,642 |
|
|
| — |
|
|
| 2,130,642 |
|
Share based compensation on stock options or RSUs |
|
| 537,954 |
|
|
| 538 |
|
|
| — |
|
|
| 1,342,446 |
|
|
| — |
|
|
| 1,342,984 |
|
Employees stock purchase plan |
|
| 267,250 |
|
|
| 267 |
|
|
| — |
|
|
| 181,864 |
|
|
| — |
|
|
| 182,131 |
|
Loss for the period |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (15,820,997 | ) |
|
| (15,820,997 | ) |
Ending - December 31, 2022 |
|
| 53,440,482 |
|
| $ | 53,440 |
|
| $ | — |
|
| $ | 30,774,197 |
|
| $ | (38,083,304 | ) |
| $ | (7,255,667 | ) |
See accompanying notes to consolidated financial statements.
F-6
GLOBAL CROSSING AIRLINES GROUP INC.
(FORMERLY “CANADA JETLINES LTD.”)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2022 AND 2021
Global Crossing Airlines Inc. (the “Company” or “Global”) was incorporated under the laws of British Columbia and continued as a Federal corporation pursuant to the Canada Business Corporations Act effective February 28, 2017. During the year ended December 31, 2020, the Company completed a business acquisition pursuant to which it acquired all of the issued and outstanding shares of Global Crossing Airlines, Inc. (“Global USA”), a Delaware corporation. For financial reporting purposes, the Company is considered a continuation of Global USA, the legal subsidiary, except with regard to authorized and issued common stock which is that of the Company, the legal parent. On December 22, 2020, the Company changed its jurisdiction of incorporation from the province of British Columbia, Canada to the State of Delaware. The U.S. Domestication was required for the Company to complete its charter licensing process and will also reflect the Company’s U.S.-business and operations. The Company’s principal business activity is providing passenger aircraft to customers through aircraft operating service agreements including, crew, maintenance, insurance (“ACMI”) and charter services “Charter” serving the US, Caribbean and Latin American markets. The Company’s shares trade on the NEO Exchange (the “Exchange” or “NEO”) under the symbol “JET” and the OTCQB under the symbol “JETMF.”
The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. As of December 31, 2022 and 2021, the Company had a working capital deficits of $16,141,320 and $5,113,865, respectively, and retained deficits of $38,038,304 and $22,262,307, respectively. The Company began flight operations in August 2021. Without ongoing income generation or additional financing, the Company will be unable to fund general and administrative expenses and working capital requirements for the next 12 months. These material uncertainties raise substantial doubt as to the Company’s ability to continue as a going concern. The Company is evaluating financing its future requirements through a combination of debt, equity and/or other facilities. There is no assurance that the Company will be able to obtain such financings or obtain them on favorable terms. The consolidated financial statements do not reflect the adjustments to the carrying values of assets and liabilities and the reported expenses and statement of financial position classifications that would be necessary were the going concern assumption deemed to be inappropriate. These adjustments could be material.
During the year ended December 31, 2020, the World Health Organization declared a global pandemic related to the virus known as COVID-19. The airline industry has been impacted significantly as many local and regional governments have issued public health orders and travel restrictions in response to COVID-19. An extended disruption may affect the Company’s ability to generate revenue and obtain additional financing. The impact of these factors on the Company is not yet determinable; however, the Company’s financial position, results of operations and cash flows in future periods may be materially affected.
Basis of consolidation
The consolidated financial statements include the accounts of the Company, and its subsidiaries, Global Crossing Airlines, Inc. and Global Crossing Airlines Operations, LLC (collectively “Global USA”), GlobalX A320 Aircraft Acquisitions Corp. (“Acquisition A320”), GlobalX A321 Aircraft Acquisition Corp. (“Acquisition A321”), GlobalX Travel Technologies, Inc. (“Technologies”), GlobalX Air Tours, LLC, LatinX Air S.A.S., GlobalX Colombia S.A.S and Capitol Airlines, LLC. All intercompany transactions and balances have been eliminated on consolidation.
Certain reclassifications and format changes have been made to prior year amounts to conform to the 2022 presentation.
Details of the Company’s subsidiaries are as follows:
Subsidiaries Name | Place of incorporation | Interest% | Principal activity |
Global Crossing Airlines Holdings, Inc. | Delaware, United States | 100% ownership by Global Crossing Airlines Group, Inc. | Holding company |
Global Crossing Airlines, Inc. | Delaware, United States | 100% ownership by Global Crossing Airlines Holdings Inc. | US 121 Charter company |
GlobalX Travel Technologies, Inc. | Delaware, United States | 80% ownership by Global Crossing Airline Holdings, Inc. | Acquire and develop travel technology |
UrbanX Air Mobility, Inc. | Delaware, United States | 100% ownership by Global Crossing Airlines Holdings Inc. | Air Charter operator |
Global Crossing Airlines Operations, LLC | Florida, United States | 100% ownership by Global Crossing Airlines Inc. | Operating Company |
LatinX Air S.A.S | Ecuador | 100% ownership by Global Crossing Airlines Inc | Air Charter operator |
GlobalX Colombia S.A.S. | Colombia | 100% ownership by Global Crossing Airlines Inc | Air Charter operator |
GlobalX Air Tours, LLC | Florida, United States | 100% ownership by Global Crossing Inc. | Air charter service |
Charter Air Solutions, LLC | Montana, United States | 80% ownership by the Global Crossing Airlines Holdings Inc. | Charter Broker |
F-7
Table of Contents
On May 19, 2021, the Company entered into an arrangement agreement (“the Arrangement”) to complete a spin-out of the shares of its wholly owned subsidiary, Canada Jetlines Operations Ltd. (“Jetlines”). On June 28, 2021, the Company completed the spin-out pursuant to the Arrangement under which the Company transferred 75% of shares of Jetlines to Global shareholders. To complete the spin-off, Global distributed one share of Jetlines for every two shares of Global held as of the record date. As of the closing of the Arrangement there were a total of 33,403,145 Jetlines shares issued and outstanding (including the 8,350,786 shares that have been retained by Global representing 25% of the issued and outstanding Jetlines shares). Jetlines and Global will operate as separate companies with different boards and management teams.
In accordance with U.S. GAAP, the financial position, results of operations, and cash flows of Jetlines are presented as discontinued operations and, as such, have been excluded from continuing operations for all periods presented. The sum of the individual earnings per share amounts from continuing operations and discontinued operations may not equal the total company earnings per share amounts due to rounding. Prior years’ balance sheets have been adjusted to reflect the effect of the spin-off.
With the exception of Note 4, the notes to the consolidated financial statements reflect the continuing operations of Global. See Note 3 - Discontinued Operations below for additional information regarding discontinued operations.
Use of Estimates
The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.
Cash and Equivalents
The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. The Company maintains cash balances at several financial institutions; at times, such balances may be in excess of insurance limits. The Company has not experienced any losses on these balances.
Restricted Cash
As of December 31, 2022 and 2021, restricted cash of $3,585,260 and $2,752,285, respectively, were being held by a financial institution as security for future flights. As December 31, 2022, the Company also had $300,000 deposits held for an Airport Security Bond which is required by U.S. Customs and Border Protection and U.S. Department of Transportation.
Accounts Receivable
Accounts Receivable are recorded at the amount due from customers and do not bear interest. The Company determines its allowances for credit losses by considering a number of factors, including the length of time accounts receivable are past due, the Company’s previous loss history, the customer’s current ability to pay its obligation to the Company, and the condition of the general economy and the industry as a whole. As of December 31, 2022 and 2021, the Company recorded $104,406 as Allowance for bad debt presented as Accounts Receivable on the Consolidated Balance Sheets. During the years ended December 31, 2022 and 2021, the Company wrote off $115,353 and $0 from Accounts Receivable.
Assets held for sale
Assets held for sale consist of the purchased airframe parts from used Airbus 320 bearing manufacturer's serial number 2090 as completed on sales agreement entered on March 2, 2022. Assets held for sale are valued at the lower of the carrying amount or the estimated market value less selling costs. They were recorded at average cost and are expensed when sold, used or consumed. An allowance for obsolescence on aircraft airframe parts is recorded when impaired to reduce the carrying costs to lower of cost or market. The Company monitors resale values for its assets held for sale on a recurrent basis using various qualitative and quantitative matters including analysis of current sales, estimates obtained from outside vendors, physical counts, internal discussions, among others. As of December 31, 2022, the Company did not identify items that were obsolete and recorded a $0 allowance for obsolete items on the Consolidated Balance Sheet.
Lessor Maintenance Deposits
GlobalX’s aircraft lease agreements provide that Global pay maintenance reserves monthly to aircraft lessors to be held as collateral in advance of major maintenance activities required to be performed by Global. Maintenance reserve payments are either fixed, or variable based on actual flight hours or cycles. These lease agreements provide that maintenance reserves are reimbursable to Global upon
F-8
Table of Contents
completion of the maintenance event in an amount equal to the lesser of (1) the amount of the maintenance reserve held by the lessor associated with the specific maintenance event or (2) the qualifying costs related to the specific maintenance event.
Maintenance reserve payments that are expected to be recoverable via reimbursable expenses will be reflected as Lessor Maintenance Deposits on the accompanying Consolidated Balance Sheets. As of December 31, 2022 and 2021, Lessor Maintenance Deposits totaled $889,919 and $82,776, respectively, and are included in Prepaid expenses and other current assets and Deferred Costs and other assets in the consolidated balance sheet. During the years ended December 31, 2022 and 2021, the Company did not make or expense any maintenance reserve payments as none were due.
Heavy Maintenance
The Company accounts for heavy maintenance costs for airframes and engines using the deferral method. Under this method, expense recognition of scheduled heavy maintenance events is deferred and amortized over the estimated period until the next scheduled heavy maintenance event is required. During the year ended December 31, 2022, the Company incurred in amortization expense of $218,687 with respect to heavy maintenance costs and had $576,523 in deferred maintenance costs as of December 31, 2022. During the year ended December 31, 2021, the Company did not incur amortization expense with respect to heavy maintenance costs and had no deferred maintenance costs of the year then ended.
Property & Equipment
Property and equipment are recorded at cost or fair value at the Acquisition Date and depreciated on a straight-line basis to an estimated residual value over their estimated useful lives or lease term, whichever is shorter, as follows:
Leasehold Improvements, Aircraft, other |
| 3-25 years (or life of lease, if shorter) |
Office and Ground Equipment |
| 5 years |
Computer Hardware and Software |
| 3-5 years |
Property and Equipment under Finance Leases |
| 3-30 years (or life of lease, if shorter) |
Rotable Parts |
| Average remaining life of aircraft fleet, currently estimated to be 10 months to 5 years |
Modifications that enhance the operating performance or extend the useful lives of leased airframes are considered leasehold improvements and are capitalized and depreciated over the economic life of the asset or the term of the lease, whichever is shorter.
Equity Investments
Investments in partnerships and less-than-majority owned subsidiaries in which the Company does not have control but has the ability to exercise significant influence over operating and financial policies, are accounted for using the equity method of accounting. The equity method investments are included in the accompanying Balance Sheets with Deferred Costs and Other Assets. The Company’s share of earnings or losses from these investments is shown in the accompanying Consolidated Statements of Operations in Other Expense. Equity method investments are initially recognized at cost. The carrying amount of the equity investment is adjusted at each reporting period by the percentage of any change in its equity corresponding to the Company’s percentage interest in these equity affiliates. The carrying costs of these investments are also increased or decreased to reflect additional contributions or withdrawals of capital. Any difference in the book equity and the Company’s pro-rata share of the net assets of the investment will be reported as gain or loss at the time of the liquidation of the investment. It is the Company’s policy to record losses in excess of the investment if the Company is committed to provide financial support to the investee.
Evaluation of Long-Lived Assets
Long-lived assets are evaluated whenever events or changes in circumstances indicate that the carrying amount may not be recoverable or the useful life has changed. Such indicators include significant technological changes, adverse changes in market conditions and/or poor operating results. The carrying value of a long-lived asset group is considered impaired when the projected undiscounted future cash flows are less than its carrying value. The amount of impairment loss recognized is the difference between the estimated fair value and the carrying value of the asset or asset group. Fair value is determined using various valuation techniques including discounted cash flow models, quoted market values and third- party independent appraisals, as considered necessary. No impairment losses were recognized during the years ended December 31, 2022 and 2021.
Stock-Based Compensation
The Company accounts for stock-based compensation in accordance with ASC Topic 718, “Compensation – Stock Compensation” (“ASC 718”) which establishes financial accounting and reporting standards for stock-based employee compensation. It defines a fair value-based method of accounting for an employee stock option or similar equity instrument.
F-9
Table of Contents
The Company recognizes all forms of share-based payments, including stock option grants, warrants and restricted stock grants, at their fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest.
Estimating fair value for granted stock options and compensatory warrants requires determining the most appropriate valuation model which is dependent on the terms and conditions of the grant. This estimate also requires determining the most appropriate inputs to the valuation model including the expected life of the option or warrant, volatility, dividend yield, and rate of forfeitures and making assumptions about them.
Estimating fair value for granted restricted share units requires estimating the number of awards likely to vest on grant and at each reporting date up to the vesting date. The estimated forfeiture rate is adjusted for actual forfeitures in the period.
Grants of share-based payment awards issued to non-employees for services rendered have been recorded at the fair value of the share-based payment. The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service. Stock-based compensation expenses are included in the consolidated statement of operations.
Income taxes
The estimation of income taxes includes evaluating the recoverability of deferred tax assets and liabilities based on an assessment of the Company’s ability to utilize the underlying future tax deductions against future taxable income prior to expiry of those deductions. Management assesses whether it is probable that some or all of the deferred income tax assets and liabilities will not be realized. The ultimate realization of deferred tax assets and liabilities is dependent upon the generation of future taxable income. To the extent that management’s assessment of the Company’s ability to utilize future tax deductions changes, the Company would be required to recognize more or fewer deferred tax assets or liabilities, and deferred income tax provisions or recoveries could be affected.
Leases
Lease classification is evaluated by the Company at lease commencement and when significant amendments are executed. The Company's leases generally do not provide a readily determinable implicit rate; therefore, the Company estimates the incremental borrowing rate to discount lease payments based on information available at lease commencement. The lease term consists of the noncancellable period of the lease and periods covered by options to extend the lease if the Company is reasonably certain to exercise the option. For leases of 12 months or less, the Company expenses lease payments on a straight-line basis over the lease term.
Operating Lease Right-of-Use Asset and Liabilities
For all operating leases with a term greater than 12 months, the Company recognizes a right-of-use asset and a lease liability at the lease commencement date based on the estimated present value of future minimum lease payments, which includes certain lease and non-lease components, over the lease term. Operating Lease Right-of-use Assets and Operating Lease Obligations have their own lines on the Consolidated Balance Sheets.
Finance Leases
Finance leases are initially recorded at the net present value of future minimum lease payments, which includes certain lease and non-lease components. Finance leases generally have one of these five attributes: 1) ownership of the underlying asset transfers to the Company at the end of the lease term, 2) the lease agreement contains a purchase option that the Company is reasonably certain to exercise, 3) the lease term represents the major part of the asset’s economic life, 4) the present value of lease payments over the lease term equals or exceeds substantially all of the fair value of the asset, and 5) the underlying asset is so specialized in nature that it provides no alternative use to the lessor after the lease term. Finance Lease Assets are presented on separately on the Consolidated Balance Sheets. The Company depreciates Finance Lease Assets consistent with its useful life policy presented in the table below.
Leased Aircraft Return Costs
The Company's aircraft lease agreements often contain provisions that require the Company to return aircraft airframes, engines, and other aircraft components to the lessor in a certain condition or pay an amount to the lessor based on the airframe and engine's actual return condition. Lease return costs are recognized beginning when it is probable that such costs will be incurred, and they can be estimated. The Company assesses the need to accrue lease return costs periodically throughout the year or whenever facts and circumstances warrant an assessment. When costs become both probable and estimable, lease return costs are expensed as a component of Aircraft Rent expense on the Consolidated Statements of Operations.
F-10
Table of Contents
In addition, the Company leases office space under a month-to-month agreement. For leases with terms greater than 12 months, including renewal options when appropriate, we record the related right-of-use asset and lease liability as the present value of fixed lease payments over the lease term.
Customer Deposits
Customer Deposits represent money we receive from our customers as a security deposit for their contract. The money will either be returned to the customer at the end of the contract or used for payment of any unpaid invoices/debts the customer has during the contract term.
Deferred Revenue
Deferred Revenue represents revenue prepayments. Customers pay in advance of their flights and the funds are held as Deferred Revenue until the flight takes place. Charter customers typically pay a 10% deposit upon signing a contract and the remainder 30 days before the flight. If the contract is signed less than 30 days from the date of the flight, the entire amount is collected upon signing. ACMI customers typically pay 2 weeks in advance.
Revenue Recognition
The Company generates operating revenues by providing passenger aircraft outsourcing services to customers on a Charter and ACMI basis, in exchange for guaranteed minimum revenues at predetermined levels of operation for defined periods of time.
Our performance obligations under Charter contracts involve the provision of passenger aircraft charter services to customers, including various US Government agencies, brokers, freight forwarders, direct shippers, airlines, college sports teams and fans, and private charter customers. Our obligations are for one or more flights based on a specific origin and destination. The Company typically bears all direct operating costs for charters, which include fuel, insurance, landing and navigation fees, and most other operational fees and costs.
The time interval between when an aircraft departs the terminal until it arrives at the destination terminal is measured in hours and called “Block Hours.” Revenue from Charter contracts is typically recognized over time as the services are performed based on Block Hours operated on behalf of a customer. Payment terms and conditions vary by charter contract, although the vast majority of contracts require payment in advance of the services being provided. Since advance payments are typically made shortly before the services are performed, such payments are not considered significant financing components.
Our performance obligations under ACMI contracts involve outsourced passenger aircraft operating services, including the provision of an aircraft, crew, maintenance and insurance. ACMI contracts generally provide for the transfer of the benefits from these performance obligations on a combined basis through the operation of the aircraft over time. Customers assume fuel, demand and price risk. Generally, customers are also responsible for landing, navigation and most other operational fees and costs. When we act as an agent for costs reimbursed by customers, such reimbursed amounts are recorded as Operating Revenue, net of the related costs, when the costs are incurred. When we are responsible for any of these costs, such reimbursed amounts are recorded as Operating Revenue and the costs are recorded as Operating Expenses as incurred.
Revenue from ACMI contracts is typically recognized over time as the services are performed based on Block Hours operated on behalf of a customer during a given month.
The Company commenced flight operations during August 2021 upon receipt of the final DOT and FAA approvals.
Recently Adopted Accounting Standards
In June 2018, the FASB issued ASU 2018-07 Improvements to Non-employee Share-based Payment Accounting. ASU 2018-07 expands the scope of ASC 718, Compensation - Stock Compensation, to share-based payments granted to non- employees for goods and services. Additionally, in November 2019, the FASB issued ASU 2019-08, Compensation - Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606), which requires entities to measure and classify share based payments to a customer, in accordance with the guidance in ASC 718. The new guidance did not impact how we account for Share based payments.
In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The update eliminates, clarifies, and modifies certain guidance related to the accounting for income taxes. The amended guidance did not have a material impact on our consolidated financial statements and related disclosures.
In May 2021, the Financial Accounting Standards Board (“FASB”) issued accounting standards update (“ASU”) 2021-04—Earnings Per Share (Topic 260), Debt— Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain
F-11
Table of Contents
Modifications or Exchanges of Freestanding Equity-Classified Written Call Options, to clarify and reduce diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. The amendments in this ASU are effective for public and nonpublic entities for fiscal years beginning after December 15, 2021, and interim periods with fiscal years beginning after December 15, 2021. Early adoption was permitted, including adoption in an interim period. The adoption of this pronouncement had no impact on our accompanying consolidated financial statements.
Recently Issued Accounting Standards
In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The update requires the use of an “expected loss” model on certain types of financial instruments and requires consideration of a broader range of reasonable and supportable information to calculate credit loss estimates. For trade receivables, loans and held-to-maturity debt securities, entities will be required to estimate lifetime expected credit losses. For available-for-sale debt securities, entities will be required to recognize an allowance for credit losses rather than a reduction to the carrying value of the asset. ASU 2016-13 was initially effective for non- public companies for fiscal years and interim periods beginning after December 15, 2021, with early adoption permitted. In November 2019, the FASB issued ASU 2019-10, Financial Instruments-Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates, which delayed the effective date for certain entities, such as the Company, to apply ASU 2016-13 until fiscal years and interim periods beginning after December 15, 2022. The Company evaluated the impact of ASU 2016-13 and determined the adoption of Topic 326 will not have a material impact on our consolidated financial statements.
As discussed in Note 2. Basis of Presentation above, on June 28, 2021, the Company completed the spin-off of Jetlines, its wholly owned subsidiary, and the requirements for the presentation of Jetlines as a discontinued operation were met on that date. Accordingly, Jetlines’ historical financial results are reflected in the Company’s consolidated financial statements as discontinued operations. The Company did not allocate any general corporate overhead or interest expense to discontinued operations.
As described in Note 2, Global retained 25% of the shares issued and outstanding of Jetlines. The Company’s investment in Jetlines was recorded in accordance with the guidance of ASC 845-10, Nonmonetary Transactions, and ASC 505-60, Spinoffs and Reverse Spinoffs. Accordingly, the net liabilities transferred were derecognized at the carrying value and the Company recorded the gain on discontinued operations.
The following is a summary of Jetlines’ assets and liabilities as of June 28, 2021:
|
| As of |
| |
| June 28, 2021 |
| ||
Cash and cash equivalents |
| $ | 4,897 |
|
Other current assets |
|
| 2,135 |
|
Prepaid expenses |
|
| 26,055 |
|
Accounts payable and accrued liabilities |
|
| (303,581 | ) |
Long-term loan payable |
|
| (32,336 | ) |
Net liabilities transferred |
| $ | (302,830 | ) |
The results of discontinued operations and gain from discontinued operations are as follows:
|
| Year ended |
| |
|
| December 31, 2021 |
| |
General and administrative |
| $ | 4,788 |
|
Professional fees |
|
| 101,108 |
|
Regulatory costs |
|
| 3,147 |
|
Travel, meals, and entertainment |
|
| 16,081 |
|
Net loss for period |
|
| (125,124 | ) |
Gain on disposal of liabilities |
|
| 302,830 |
|
Income from discontinued operations |
| $ | 177,706 |
|
The investment in Jetlines shall be adjusted each period for the Company’s share of the investee’s income or loss and dividend paid, if any, in accordance with the guidance of ASC 323, Investments—Equity Method and Joint Ventures.
F-12
Table of Contents
The Company’s investments in affiliates accounted for using the equity method include a 50% interest in GlobalX Ground Team, LLC (“GlobalX Ground”) and a 13% interest in Canada Jetlines Operations Ltd. (“Jetlines”) as of December 31, 2022.
Investment in GlobalX Ground Team, LLC:
On September 9, 2020, the Company entered into a joint venture agreement with KD Holdings, LLC (“KD Holdings”) for the purpose of providing ground handling services. Under the terms of the agreement, KD Holdings will run the day-to-day operations of the ground handling division and supply the ground equipment and Global will provide assistance and guidance to the operations. The Company accounts for the joint venture in accordance with the equity method.
As of December 31, 2021, the Company elected to write down GlobalX’s investment in the joint venture to zero. Going forward GlobalX has elected to self-perform all ground handling activities at Miami International Airport. As of December 31, 2022 and 2021, there was $0 and $197,558, respectively, due to GlobalX Ground and $28,681 and $20,478 losses recorded with respect to the equity investment in GlobalX Ground during the years then ended.
Investment in Canada Jetlines Operations Ltd.:
As described in Note 2, On June 28, 2021, the Company completed the spin-out pursuant to the Arrangement under which the Company transferred 75% of shares of Jetlines to Global shareholders. At that time, Global retained 25% of the shares issued and outstanding of Jetlines and accounts for the investment in accordance with the equity method. As of December 31, 2022, the Company holds approximately 13% ownership in Jetlines. During the years ended December 31, 2022 and 2021, Jetlines did not generate revenue or incur any material expenses.
In connection with the GEM Global Yield LLC agreement (Note 10) the Company issued a note for $2,000,000 CAD ($1,418,880 USD) and issued 2,106,290 warrants exercisable at a price of CAD $0.50 per share until May 4, 2023. The initial fair value of the warrants was recorded as a prepaid financing fee in the amount of $1,390,151. These costs are initially capitalized on the consolidated balance sheet as deferred finance costs and will be subsequently reclassified to common stock and additional paid-in capital upon on a pro-rata basis as the Company draws down on the facility. As described in Note 10, on June 28, 2021, adjustments were made to the warrants issued resulting in a change in warrants issued and their exercise price. During 2022, the Company expensed the full outstanding amount capitalized as deferred financing costs of $2,809,031.
On March 22, 2021, the Company executed an agreement to purchase certain assets from Kizoto, LLC. Under the agreement, GlobalX’s newly formed subsidiary, GlobalX Travel Technologies, Inc. (“Travel”) would purchase all of the assets used in or relating to the business operation described as “Flugy” and Global committed to finance Travel to facilitate the transaction. The assets acquired include all of Kizoto's right, title and interest in Flugy including, but not limited to, all software source code for the Flugy platform, website and mobile applications and related intellectual and intangible property. In assessing the assets transferred under the agreement, the Company determined that the Flugy assets do not constitute a business as defined in Subtopic 805-10. Accordingly, the transaction was accounted for as an asset purchase.
Consideration for the Flugy asset purchase included $50,000 paid to Kizoto, LLC and 20% of the shares issued and outstanding of Travel. The Company recorded the Flugy platform and the related intangible assets acquired as other noncurrent assets at the total acquisition cost of $50,000. After the closing date, each party shall be entitled to receive a distribution of the net profits according to their respective percentage of ownership.
In connection with the agreement, Travel shall pay Kizoto an initial monthly fee of $5,000 to cover ongoing management and development services. This rate increased to $10,000 once the first flight was flown. The monthly management fees will be expensed as incurred as these payments are composed of mostly management and administrative fees. Services provided by Kizoto which further develop and improve the software will be capitalized and amortized over the estimated useful life. Once the Flugy platform is placed in service, Travel shall pay Kizoto a fee for each passenger seat sold by Travel or sold by a third party which uses the Flugy platform or technology. The per-seat fees are considered transaction costs incurred in the generation of revenue from passenger seat reservations. The costs will be recorded as a reduction of the related revenues generated.
F-13
Table of Contents
As of December 31, 2022 and 2021, the Company operated 8 and 6 leased aircraft, respectively, which are accounted for under operating lease agreements with ranging terms of 10 months to 5 years. Leases with an initial term of 12 months or less will be recognized in the Consolidated Statements of Operations on a straight-line basis over the lease term. These leases primarily relate to the Company’s lease agreements for the month-to-month agreement for office space and leases for office equipment.
For operating leases with terms greater than 12 months, including renewal options when appropriate, we record the related right-of-use asset and lease liability as the present value of fixed lease payments over the lease term.
In addition, the aircraft lease requires the Company to make maintenance reserve payments to cover the cost of major scheduled maintenance for the aircraft. These payments are generally variable as they are based on utilization of the aircraft, including the number of flight hours flown and/or flight departures, and are not included as minimal rental obligations.
On October 14, 2021 the Company signed a lease for one Airbus A321 converted freighter. The term of the lease is 10 years commenced upon aircraft delivery in January 2023 and runs through December 2032. In addition to basic rent due, the Company will pay the lessors supplemental rent for maintenance of the aircraft and equipment.
On October 12, 2022 the Company entered into a lease agreement for an aircraft and paid commitment fees to the lessor. The lease commenced upon aircraft delivery in June, 2022 and runs through June, 2026. In addition to basic rent due, the Company will pay the lessor supplemental rent for maintenance of aircraft equipment.
On October 12, 2022 the Company entered into a lease agreement for an aircraft and paid commitment fees to the lessor. The lease commenced upon aircraft delivery on December 10, 2022 and runs through October 13, 2023. In addition to basic rent due, the Company will pay the lessor supplemental rent for maintenance of aircraft equipment.
The Company reviewed the operating leases for extension options that may be reasonably certain to be exercised and then would become part of the right-of-use assets and lease liabilities. At December 21, 2012, the Company signed an extension for one aircraft extending lease term for an additional 60 months from original ending date of June 1, 2023 to May 31, 2028. Terms of extension were agreed solely to grant the Company the right to use the asset for the related additional time including no changes in payment rent. As such, extension was accounted as a modification of lease in accordance with ASC 842 rather than as a new contract and the Company remeasured at modification date the following: Right-of-use asset, lease liability, discount rate, lease term and classification.
In addition, as of December 31, 2022, the Company signed a lease agreement to convert one of its lease passenger aircraft with lease term ending in November 15, 2023, into an Aircraft Freighter at lessor's expense. The new lease is contingent on a successful conversion from induction date of November 15, 2023, and can take up to a year. Among terms agreed includes commitment fees paid to lessor and also no basic and supplemental rent shall be payable while the Aircraft undergoes conversion during the period commencing on the conversion induction date and ending on the conversion redelivery date. The Company expects to record a new lease on the acceptance of redelivery date, which is the date the lessee will have access to the leased asset.
For the year ended December 31, 2022, we had 21 aircraft support equipment capitalized within our Consolidated Balance Sheet with useful lives between 5 and 30 years. All aircraft support equipment were financed through finance leases with terms between 5 and 7 years. Related right-of-use assets and lease liabilities are recorded at the present value of fixed lease payments over the lease term. Amortization of the equipment under finance leases is on a straight-line basis over the lease term and is included in Depreciation and amortization in our Consolidated Statement of Operations. Residual values for equipment are estimated to be from 0% to 77%.
Some of our finance leases include optional renewal periods. Generally, we do not consider any additional renewal periods to be reasonably certain of being exercised, as the initial lease term of the related lease is for all or most of the useful life of the equipment and thus renewal periods are not included in the lease term, nor any related payments are reflected in the finance lease assets and finance lease liabilities.
F-14
Table of Contents
The following table presents lease costs related to the Company’s finance and operating leases:
|
| For the Year Ended December 31, |
| |||||
|
| 2022 |
|
| 2021 |
| ||
Finance lease cost |
|
|
|
|
|
| ||
Amortization of leased assets |
| $ | 130,037 |
|
| $ | — |
|
Interest of lease liabilities |
|
| 102,561 |
|
|
| — |
|
Operating lease cost |
|
| — |
|
|
| — |
|
Operating lease cost (1) |
|
| 9,146,119 |
|
|
| 4,543,803 |
|
Total lease cost |
| $ | 9,378,717 |
|
| $ | 4,543,803 |
|
The Company uses the rate stated in the lease to discount lease payments to present value. In the event the leases do not provide a readily determinable implicit or stated rate, the Company estimates the incremental borrowing rate to discount lease payments based on information available initially at adoption and at lease commencement going forward, taking into consideration recent debt issuance as well as publicly available data for instruments with similar characteristics. The table below presents lease terms and discount rates related to the Company's finance and operating leases:
|
| For the Year Ended December 31, |
| |||||
|
| 2022 |
|
| 2021 |
| ||
Weighted-average remaining lease term |
|
|
|
|
|
| ||
Operating leases |
| 4.52 years |
|
| 5.76 years |
| ||
Finance leases |
| 5.72 years |
|
|
| — |
| |
Weighted-average discount rate |
|
|
|
|
|
| ||
Operating leases |
|
| 10.53 | % |
|
| 10.07 | % |
Finance leases |
|
| 11.66 | % |
|
| — | % |
The table below presents cash and non-cash activities associated with our leases:
|
| For the Year Ended December 31, |
| |||||
|
| 2022 |
|
| 2021 |
| ||
Cash paid for amounts included in the measurement of lease liabilities: |
|
|
|
|
| |||
Operating cash flows from operating leases |
| $ | 3,482,839 |
|
| $ | 386,945 |
|
Financing cash flows from finance leases |
|
| 501,169 |
|
|
| — |
|
Future minimum lease payments under finance and operating lease liabilities with initial terms in excess of one year are as follows:
|
| Finance Leases |
|
| Operating Leases |
| ||
Remainder of 2023 |
| $ | 597,152 |
|
| $ | 9,181,250 |
|
2024 |
|
| 597,152 |
|
|
| 8,057,500 |
|
2025 |
|
| 597,152 |
|
|
| 7,955,000 |
|
2026 |
|
| 597,152 |
|
|
| 6,822,100 |
|
2027 |
|
| 457,485 |
|
|
| 4,010,000 |
|
2028 and thereafter |
|
| 465,491 |
|
|
| 801,173 |
|
Total minimum lease payments |
|
| 3,311,582 |
|
|
| 36,827,023 |
|
Less amount representing interest |
|
| 869,254 |
|
|
| 7,191,273 |
|
Present value of minimum lease payments |
|
| 2,442,328 |
|
|
| 29,635,750 |
|
Less current portion |
|
| 335,527 |
|
|
| 6,445,915 |
|
Long-term portion |
| $ | 2,106,800 |
|
| $ | 23,189,835 |
|
The Company has contractual obligations and commitments primarily with regard to management and development services (Note 6), lease arrangements (Note 7), and financing arrangements (Note 9).
F-15
Table of Contents
On January 6, 2022, the Company entered into a premium finance agreement with a financial institution to finance a 12-month hull insurance policy for its aircraft. The Company financed $2,465,110 of the total premium amount of $3,103,325 at a rate of 2.38% interest. The down payment of $640,665 and the first monthly installment was paid at time of signing.
On January 23, 2021, the Company entered into a premium finance agreement with a financial institution to finance a 12-month hull insurance policy for its aircraft. The Company financed $1,345,836 of the total premium amount of $1,738,386 at a rate of 3.71% interest. The down payment of $395,000 and the first monthly installment was paid at time of signing.
The Company is subject to various legal proceedings in the normal course of business and records legal costs as incurred. Management believes these proceedings will not have a materially adverse effect on the Company.
GEM Global Yield LLC SCS
The Company entered into an agreement with GEM Global Yield LLC SCS ("GEM"), the private alternative investment group to provide the Company with up to CND $100 million over a 36-month term following the closing of the Transaction (the “Facility”). The initial CAD $100 Million is in the form of a capital commitment that allows the Company to draw down funds during the 36-month term by issuing shares to GEM (or such persons as it may direct) and subject to share lending arrangement(s) being in place. The Company controls the timing and maximum amount of drawdown under this facility and has no minimum drawdown obligation. On July 8, 2020 the TSX Venture Exchange provided approval for the Facility.
The Company entered into a promissory note to pay GEM Yield Bahamas Limited a fee equal to two percent (2%) of the aggregate purchase price, being $2,000,000 CAD ($1,418,880 USD). The fee is payable, whether or not any draw down notices have been delivered, as follows: the first 25% of the fee shall be paid within 12 months from the date of the agreement; an additional 25% of the fee shall be paid within 18 months from the date of the agreement and the rest of 50% of the fee shall be paid within 24 months from the date of this agreement. The note bears interest at 5 percent above the base rate of Barclays Bank PLC as per the promissory note. The note was recorded as a deferred finance cost on the consolidated balance sheet.
In addition, on July 10, 2020, pursuant to the terms of the Facility, the Company issued 2,106,290 warrants to GEM exercisable at a price of CAD $0.50 per share until May 4, 2023. The initial fair value of the warrants was recorded as prepaid financing fee in the amount of $1,390,151. The warrants’ fair value was calculated using the Monte Carlo pricing model, assuming an expected life of 2.82 years, a risk-free interest rate of 0.18%, an expected dividend rate of 0.00%, stock price of $0.94 and an expected annual volatility coefficient of 70%.
On June 28, 2021, GEM and the Company agreed to adjust the terms of the warrants. Under the adjustment agreement, the exercise price of the warrants was changed from CAD $0.50 per share to USD $0.39 per share. In addition, the number warrants granted was adjusted due to the Arrangement Agreement (Note 1) under which the Company transferred 75% of the shares of Jetlines to shareholders of the Company. Accordingly, the number of warrants was adjusted from 2,106,290 to 2,182,553. The warrants were remeasured at the adjustment date using the Monte Carlo pricing model, assuming an expected life of 1.85 years, a risk-free interest rate of 0.22%, an expected dividend rate of 0.00%, stock price of $2.03 and an expected annual volatility coefficient of 74.7%. The revaluation of the warrants resulted in a fair value at June 28, 2021 of $3,475,379, producing a gain of $2,650,772. The warrants were initially classified as derivative liabilities due to denomination of the exercise price in a foreign currency (CAD). As described in Note 13, the change in currency denomination to USD resulted in reclassification of the warrants to equity. The warrants fair value of the warrant liability was eliminated on the adjustment date and included in additional paid in capital on the consolidated statement of changes in shareholders’ equity.
On October 1, 2021, GEM has filed initial pleadings in the Supreme Court of the State of New York, County of New York, claiming the Company breached the share subscription agreement between the parties by failing to pay a $500,000 fee due on May 4, 2021 GEM is requesting repayment in full of the CAD $2,000,000 promissory note issued by the Company to GEM plus accrued interest and costs and expenses related to collection. As of December 31, 2022, the note payable to GEM is recorded in current liabilities on the consolidated balance sheet and the Company expensed the full outstanding amount capitalized as deferred financing costs of $2,809,031.
On January 18, 2023 the Court granted summary judgement in favor of GEM. GEM subsequently filed a motion seeking $2,000,000 CAD, plus interest totaling $218,493.87, with an additional $506.02 accruing each day after January 30, 2023 until entry of Judgment. GEM also seeks $112,584.50 in attorneys fees and $4,884.86 in costs. In 2022, interest and attorneys fees were recorded in current liabilities on the consolidated balance sheet and other expenses non operating on the consolidated statement of operation. GlobalX has contested these costs and awaits final Judgement to be filed. GlobalX is evaluating its options which do include filing an appeal.
F-16
Table of Contents
The Company’s effective tax rate for the years ended December 31, 2022 and 2021 was 0%. The effective tax rate represents a blend of federal and state taxes and includes the impact of certain nondeductible items.
The following table summarizes the significant components of the provision for income taxes from continuing operations:
| For the Year Ended December 31, 2022 |
|
| For the Year Ended December 31, 2021 |
| |||
Federal: |
|
|
|
|
|
| ||
Current |
| $ | — |
|
| $ | — |
|
Deferred |
|
| (3,318,558 | ) |
|
| (3,462,982 | ) |
State: |
|
|
|
|
|
| ||
Current |
|
| — |
|
|
| — |
|
Deferred |
|
| (561,962 | ) |
|
| (580,759 | ) |
Change in valuation allowance |
|
| 3,880,520 |
|
|
| 4,043,741 |
|
Total income tax provision |
| $ | — |
|
| $ | — |
|
The income tax provision differs from that computed at the federal statutory corporate tax rate as follows:
| For the Year Ended |
|
| For the Year Ended |
| |||
Expected provision at Federal statutory tax rate |
|
| 21.00 | % |
|
| 21.00 | % |
State tax expense, net of Federal benefit |
|
| — |
|
|
| — |
|
Change in valuation allowance |
|
| (20.98 | )% |
|
| (18.12 | )% |
Permanent difference |
|
| (0.02 | )% |
|
| (2.88 | )% |
|
| 0.00 | % |
|
| 0.00 | % | |
The following table summarizes the significant components of the Company’s deferred taxes:
| For the Year Ended |
|
| For the Year Ended |
| |||
Deferred tax assets (liabilities): |
|
|
|
|
|
| ||
Net operating loss |
| $ | 7,851,883 |
|
| $ | 4,342,045 |
|
Share based compensation |
|
| 347,507 |
|
|
| 166,191 |
|
Disallowed interest |
|
| 398,118 |
|
|
| — |
|
Allowance for doubtful accounts |
|
| 25,627 |
|
|
| — |
|
Lease accounting |
|
| 413,142 |
|
|
| 188,213 |
|
Accrued compensation |
|
| — |
|
|
| 46,592 |
|
Unrealized Loss |
|
| 14,164 |
|
|
| 37,793 |
|
Depreciation |
|
| (389,191 | ) |
|
| (104 | ) |
Total deferred tax assets (liabilities) |
| $ | 8,661,250 |
|
| $ | 4,780,730 |
|
Less valuation allowance |
|
| (8,661,250 | ) |
|
| (4,780,730 | ) |
Net deferred tax assets (liabilities) |
| $ | — |
|
| $ | — |
|
As of December 31, 2021, the Company has net operating losses available for deduction against future taxable income of $17.7 million and $2.7 million respectively. The net operating losses do not expire and may be carried forward indefinitely.
In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all the deferred tax assets will not be realized. The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during periods in which the temporary differences become deductible. Management considers the scheduled reversal of the liabilities (including the impact of available carryback and carryforward periods), projected future taxable income, and tax-planning strategies in making this assessment. It was concluded on a more-likely-than-not basis that the Company’s deferred tax assets were not realizable as of December 31, 2021. Accordingly, a valuation allowance of $4.8 million has been recorded to offset these deferred tax assets. The change in in valuation allowance for the year ended December 31, 2021 from 2020 was an increase of $4.0 million.
F-17
Table of Contents
The Company recognizes the consolidated financial statement effect of a tax position when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. If applicable, the Company reports both accrued interest and penalties related to unrecognized tax benefits as a component of Income Tax Expense in the Consolidated Statements of Operations.
The Company files income tax returns in the United States and the State of Florida. In the normal course of business, the Company is subject to potential income tax examination by the federal and state tax authorities in these jurisdictions for tax years that are open under local statute. For U.S. federal and state income tax purposes, the Company’s 2019 and 2020 tax returns remain open to examination
Accounting standards define fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The standards also establish a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Under GAAP, there are three levels of inputs that may be used to measure fair value:
Level 1 – Quoted prices for identical assets or liabilities in active markets.
Level 2 – Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
As of December 31, 2022 and 2021, the Company's assets and liabilities carrying values approximate to their fair values.
On July 10, 2020, the Company issued 2,106,290 warrants in connection with the financing arrangement entered into with GEM Global Yield LLC. The warrants allow the holder to purchase common stock at an exercise price equal to CAD $0.50 ($0.39 USD) per share at any time on or after their issuance date and on or prior to the close of business 3 years after the issuance date (the “Termination Date”). At time of issuance, the Company determined that the warrants required classification as a liability pursuant to ASC 815 due to the exercise price of the warrants which was denominated in a foreign currency. As such, the warrants were re-measured at each reporting period with changes being recorded as a component of other income in the statement of operations. As described in Note 10, on June 28, 2021, adjustments were made to the warrants, changing the strike price from CAD to USD. The Company applied the guidance under ASC 480 and determined that the outstanding warrants represent freestanding financial interests classifiable as equity. Accordingly, the fair value of the warrants as of June 28, 2021 was reclassified to additional paid in capital.
As described above, the Company’s warrant liability was re-measured to fair value on June 28, 2021 and reclassified to additional paid-in capital. As such, the Company had no warrant liabilities as of December 31, 2021.
The fair value of the warrant liabilities was measured using the Monte Carlo pricing model. Significant inputs into the model as of June 28, 2021 and December 31, 2020 are as follows:
Monte Carlo Assumptions |
| June 28, 2021 |
| |
Exercise price |
| $ | 0.39 |
|
Warrant expiration date |
| May 4, 2023 |
| |
Stock price |
| $ | 2.03 |
|
Interest rate (annual) (1) |
|
| 0.22 | % |
Volatility (annual) (2) |
|
| 74.7 | % |
Remaining term (years) |
|
| 1.85 |
|
Annualized dividend yield (3) |
|
| 0 | % |
The warrant liabilities are considered Level 3 liabilities on the fair value hierarchy as the determination of fair value includes various assumptions about of future activities and the Company’s stock prices and historical volatility of Guideline Public Companies as inputs.
F-18
Table of Contents
Notes Payable is comprised of the following:
Debenture |
| $ | 4,425,162 |
|
GEM |
|
| 1,476,600 |
|
Airframe |
|
| 990,000 |
|
Total Note Payable |
|
| 6,891,762 |
|
Less current maturities |
|
| 1,810,468 |
|
Total long-term Note Payable |
| $ | 5,081,294 |
|
On March 17, 2022, the Company entered into agreements (each a “Subscription Agreement”) pursuant to which the Company sold US$6.0 million of its securities (the “Financing”). The securities sold in the Financing consisted of (1) non-convertible debentures (each, a “Debenture”) and (2) one common stock purchase warrant (each, a “Warrant”) for every US$1.24 of principal of the Debentures purchased for gross proceeds of up to US $6.0 million. Each Warrant is exercisable into one share of common stock (each, a “Warrant Share”) at an exercise price of US$1.24 per Warrant Share with an exercise period of 24 months from the date of closing.
The terms of the Debentures include:
The Company determined that the terms of the Warrants issued in the financing require the Warrants to be classified as equity. Accordingly, upon issuance, the Company recorded debt issuance costs of $2.2 million related to the Warrants along with a corresponding credit to additional paid in capital. As the Warrants are classified as equity warrants the Company will not remeasure the Warrants each accounting period.
Since the Warrants may purchase a fixed number of shares for a fixed price, the Company chose to use the Black-Scholes option pricing model to value the warrants at issuance. The inputs selected are: underlying stock price at date of issuance of $1.04 per share, exercise price of $1.24 per share, expected term of 2 years, dividends of $0, a risk free rate of -0.6%, and volatility of 143%.
The debt issuance costs resulting from the warrants along with other direct costs of the Financing will be amortized to interest expense using the effective interest method.
On March 2, 2022, GA Telesis LLC (GAT) and Global entered into an Airframe Sale and Purchase Agreement for one used Airbus 320 airframe bearing manufacturer's serial number 2090. The Company completed the sale for an aggregate principal amount of $990,000 and bears interest at 6.5%, payable in monthly installments of principal and interest. During the year ended December 31, 2022, the Company made scheduled principal payments of $120,478 on its outstanding debt obligation.
At December 31, 2022, note payable principal payments for the next five years and thereafter are as follows:
2023 |
| $ | 2,132,732 |
|
2024 |
|
| 4,759,030 |
|
2025 |
|
| — |
|
2026 |
|
| — |
|
2027 |
|
| — |
|
2028 and thereafter |
|
| — |
|
Total minimum lease payments |
|
| 6,891,762 |
|
F-19
Table of Contents
The Company has authorized share capital of 200,000,000 shares of common stock, par value $0.001 per share.
On July 12, 2021 the Company completed a share capital reorganization creating a new class of shares, Class B non-voting shares. As of December 31, 2021, the Company had 26,044,933 common shares, 5,537,313 Class A common shares, and 19,655,630 Class B non-voting shares outstanding. As of December 31, 2022, the Company had 32,668,320 common shares, 5,537,313 Class A common shares, and 15,234,849 Class B non-voting shares outstanding.
Share issuances
During the year ended December 31, 2022:
During the year ended December 31, 2021:
Share purchase warrants
The following is a summary of share purchase warrants activities during the years ended December 31, 2022 and 2021:
| Number of Share Purchase Warrants |
|
| Weighted Average Exercise Price |
| |||
Outstanding, January 1, 2021 |
|
| 7,507,005 |
|
|
| 0.49 |
|
Issued |
|
| 16,140,999 |
|
|
| 1.22 |
|
Exercised |
|
| (6,016,654 | ) |
|
| 0.49 |
|
Expired |
|
| — |
|
|
|
| |
Outstanding December 31, 2021 |
|
| 17,631,350 |
|
|
| 1.05 |
|
Issued |
|
| 4,838,707 |
|
| $ | 1.24 |
|
Exercised |
|
| (1,110,510 | ) |
| $ | 0.48 |
|
Expired |
|
| (1,725,636 | ) |
| $ | 0.48 |
|
Outstanding December 31, 2022 |
|
| 19,633,911 |
|
| $ | 1.18 |
|
F-20
Table of Contents
As of December 31, 2022, the following share purchase warrants were outstanding and exercisable:
Outstanding |
|
| Exercise Price |
| Remaining life |
|
| Expiry Date | ||
| — |
|
| USD$0.48 |
|
| 0.00 |
|
| September 3, 2022 |
| 4,882,838 |
|
| USD$1.00 |
| 0.32 |
|
| April 26, 2023 | |
| 192,500 |
|
| USD$0.62 |
| 0.32 |
|
| April 26, 2023 | |
| 2,182,553 |
|
| USD$0.39 |
| 0.34 |
|
| April 26, 2023 | |
| 4,838,707 |
|
| USD$1.24 |
| 1.24 |
|
| May 04, 2023 | |
| 7,537,313 |
|
| USD$1.50 |
| 3.33 |
|
| April 29, 2026 | |
| 19,633,911 |
|
|
|
|
|
|
|
| |
As of December 31, 2021, the following share purchase warrants were outstanding and exercisable:
Outstanding |
|
| Exercise Price |
| Remaining life |
|
| Expiry Date | ||
| 2,824,806 |
|
| USD$0.48 |
|
| 0.48 |
|
| June 23, 2022 |
| 4,882,838 |
|
| USD$1.00 |
|
| 1.32 |
|
| April 26, 2023 |
| 203,840 |
|
| USD$0.62 |
|
| 1.32 |
|
| April 26, 2023 |
| 2,182,553 |
|
| USD$0.39 |
|
| 1.34 |
|
| May 4, 2023 |
| 7,537,313 |
|
| USD$1.50 |
|
| 4.33 |
|
| April 29, 2026 |
| 17,631,350 |
|
|
|
|
|
|
|
| |
Share-based payments
The maximum number of Voting Shares issuable pursuant to share-based payment arrangements, including stock options, restricted share units and performance share units, is 5,460,000.
Stock options
The Company grants stock options to directors, officers, employees and consultants as compensation for services, pursuant to its Amended Stock Option Plan (the “Stock Option Plan”). The maximum price shall not be less than the closing price of the Company’s shares on the last trading day preceding the date on which the grant of options is approved by the Board of Directors. Options have a maximum expiry period of ten years from the grant date. Vesting conditions are determined by the Board of Directors in its discretion with certain restrictions in accordance with the Stock Option Plan.
The following is a summary of stock option activities for the years ended December 31, 2022 and 2021:
| Number of stock |
|
| Weighted average |
|
| Weighted average |
| ||||
Outstanding, January 1, 2021 |
|
| 1,387,000 |
|
| $ | 0.25 |
|
| $ | 0.21 |
|
Granted |
|
| — |
|
|
| — |
|
|
| — |
|
Exercised |
|
| (441,332 | ) |
|
| 0.25 |
|
|
| 0.19 |
|
Forfeited |
|
| (25,000 | ) |
|
| 0.25 |
|
|
| 0.16 |
|
Outstanding December 31, 2021 |
|
| 920,668 |
|
|
| 0.25 |
|
|
| 0.49 |
|
Granted |
|
| — |
|
|
| — |
|
|
| — |
|
Exercised |
|
| (83,333 | ) |
|
| 0.25 |
|
|
| 0.57 |
|
Forfeited |
|
| (16,667 | ) |
|
| 0.25 |
|
|
| 0.57 |
|
Outstanding December 31, 2022 |
|
| 820,668 |
|
|
| 0.25 |
|
|
| 0.48 |
|
F-21
Table of Contents
As of December 31, 2021, the following stock options were outstanding and exercisable:
Outstanding |
|
| Exercisable |
|
| Exercise Price |
|
| Remaining life (years) |
|
| Expiry Date | ||||
| 150,000 |
|
|
| 150,000 |
|
|
| 0.47 |
|
|
| 1.49 |
|
| June 29, 2023 |
| 720,668 |
|
|
| 333,331 |
|
|
| 0.25 |
|
|
| 3.48 |
|
| June 23, 2025 |
| 50,000 |
|
|
| 33,333 |
|
|
| 0.62 |
|
|
| 3.73 |
|
| September 23, 2025 |
| 920,668 |
|
|
| 516,664 |
|
| |
|
| |
|
| | ||
As of December 31, 2022, the following stock options were outstanding and exercisable:
Outstanding |
|
| Exercisable |
|
| Exercise Price |
|
| Remaining life (years) |
|
| Expiry Date | ||||
| 150,000 |
|
|
| 150,000 |
|
|
| 0.47 |
|
|
| 0.49 |
|
| June 29, 2023 |
| 100,000 |
|
|
| 100,000 |
|
|
| 0.25 |
|
|
| 0.59 |
|
| March 8, 2023 |
| 100,000 |
|
|
| 100,000 |
|
|
| 0.25 |
|
|
| 0.11 |
|
| February 9, 2023 |
| 420,668 |
|
|
| 420,668 |
|
|
| 0.25 |
|
|
| 2.48 |
|
| June 23, 2025 |
| 50,000 |
|
|
| 50,000 |
|
|
| 0.62 |
| �� |
| 2.73 |
|
| September 23, 2025 |
| 820,668 |
|
|
| 820,668 |
|
|
|
|
|
|
|
|
| ||
The Company recognizes share-based payments expense for all stock options granted using the fair value based method of accounting. The fair value of stock options is determined by the Black-Scholes Option Pricing Model with assumptions for risk-free interest rates, dividend yields, volatility factors of the expected market price of the Company’s shares, forfeiture rate, and expected life of the options.
There were no stock options granted during the years ended December 31, 2022 and 2021.
Restricted share units
The Company grants restricted share units (“RSUs”) to directors, officers, employees and consultants as compensation for services, pursuant to its Amended RSU Plan (the “RSU Plan”). One restricted share unit has the same value as a Voting Share. The number of RSUs awarded and underlying vesting conditions are determined by the Board of Directors in its discretion.
At the election of the Board of Directors, upon each vesting date, participants receive (a) the issuance of Voting Shares from treasury equal to the number of RSUs vesting, or (b) a cash payment equal to the number of vested RSUs multiplied by the fair market value of a Voting Share, calculated as the closing price of the Voting Shares on the NEO for the trading day immediately preceding such payment date; or (c) a combination of (a) and (b).
On the grant date of RSUs, the Company determines whether it has a present obligation to settle in cash. If the Company has a present obligation to settle in cash, the RSUs are accounted for as liabilities, with the fair value remeasured at the end of each reporting period and at the date of settlement, with any changes in fair value recognized in profit or loss for the period. The Company has a present obligation to settle in cash if the choice of settlement in shares has no commercial substance, or the Company has a past practice or a stated policy of settling in cash, or generally settles in cash whenever the counterparty asks for cash settlement.
If no such obligation exists, RSUs are accounted for as equity settled share-based payments and are valued using the share price on grant date. Upon settlement:
F-22
Table of Contents
The following is a summary of RSU activities for the years ended December 31, 2022 and 2021:
| Number of RSUs |
|
| Weighted average grant date fair value per RSU |
| |||
Outstanding, January 1, 2021 |
|
| 685,000 |
|
|
| 0.67 |
|
Granted |
|
| 1,817,500 |
|
|
| 1.77 |
|
Issuance of common stock |
|
| (240,000 | ) |
|
| 1.51 |
|
Forfeited |
|
| (195,000 | ) |
|
| 0.96 |
|
Outstanding December 31, 2021 |
|
| 2,067,500 |
|
|
| 1.16 |
|
Granted |
|
| 2,731,180 |
|
|
| 0.80 |
|
Issuance of common stock |
|
| (651,336 | ) |
|
| 0.88 |
|
Forfeited |
|
| (841,507 | ) |
|
| 1.24 |
|
Outstanding December 31, 2022 |
|
| 3,305,837 |
|
|
| 1.14 |
|
During the years ended December 31, 2022 and 2021, the Company recognized share-based payments expense with respect to stock options and RSUs of $1,386,533 and $1,254,413, respectively.
The remaining compensation that has not been recognized as of December 31, 2022 and 2021 with regards to RSUs and the weighted average period they will be recognized are $2,308,928 and 1.90 years and $2,497,445 and 1.85 years, respectively. As of December 31, 2022, all compensation expense with respect to stock options has been recognized.
Basic earnings per share, which excludes dilution, is computed by dividing Net Income available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. The number of incremental shares from the assumed issuance of shares relating to share based awards is calculated by applying the treasury stock method.
The following table shows the computation of basic and diluted earnings per share:
|
| December 31, |
|
| December 31, |
| ||
Numerator: |
|
|
|
|
|
| ||
Net income (loss) |
| $ | (15,820,997 | ) |
| $ | (19,818,513 | ) |
Denominator: |
|
|
|
|
|
| ||
Weighted average common shares outstanding - Basic |
|
| 52,074,647 |
|
|
| 46,185,089 |
|
Dilutive effect of stock options, RSUs and warrants |
|
| — |
|
|
| — |
|
Weighted average common shares outstanding - Diluted |
|
| 52,074,647 |
|
|
| 46,185,089 |
|
Basic loss per share |
| $ | (0.30 | ) |
| $ | (0.43 | ) |
Diluted loss per share |
| $ | (0.30 | ) |
| $ | (0.43 | ) |
On May 19, 2021, the Company entered into an arrangement agreement to complete a spin-out of the shares of its wholly owned subsidiary, Canada Jetlines Operations Ltd. (“Jetlines”). On June 28, 2021, the Company completed the spin-out pursuant to the Arrangement under which the Company transferred 75% of shares of Jetlines to Global shareholders. Global retained 25% of the shares issued and outstanding of Jetlines and accounts for the investment in accordance with the equity method. As of December 31, 2022, Global Crossing Airlines hold 9,135,100 common and variable voting shares of Canada Jetlines Operations Ltd. which equals to 13% of the 71,168,145 shares outstanding at December 31, 2022. Currently, Global continues to provide back-office support including sharing the costs of the Company’s aircraft fleet management software (TRAX).
F-23
Table of Contents
Related parties and related party transactions impacting the consolidated financial statements not disclosed elsewhere in these consolidated financial statements are summarized below and include transactions with the following individuals or entities:
As of December 31, 2022, amounts due to related parties include the following:
Other related party transactions and balances
The amounts due to related parties are unsecured, non-interest bearing and have no stated terms of repayment.
Smartlynx Airlines Malta Limited is an entity whose Chief Executive Officer is a Board Member of Global. During the year ending December 31, 2020, Global made advanced payments totaling $500,000 to Smartlynx. $350,000 of those payments related to two security deposits. One is a $250,000 security deposit for one passenger aircraft to deliver 200 hours of ACMI services per month and the second is a $100,000 security deposit for a long term lease of an A321F aircraft. Total deposits and prepaid expense related to Smartlynx totaled $250,000 as of December 31, 2022 and 2021 and it is included in other assets on the consolidated balance sheets.
Accrued liabilities consisted of the following as of December 31:
|
| December 31, 2022 |
|
| December 31, 2021 |
| ||
Salaries, wages and benefits |
| $ | 1,796,443 |
| $ | 998,301 |
| |
Passenger Taxes |
|
| 1,647,319 |
|
|
| 517,021 |
|
Aircraft fuel |
|
| 1,595,324 |
|
| 623,806 |
| |
Contracted ground and aviation services |
|
| 1,154,409 |
|
|
| 555,561 |
|
Maintenance |
|
| 1,115,293 |
|
| 8,717 |
| |
Aircraft Rent |
|
| 986,762 |
|
|
| 715,488 |
|
Other |
|
| 1,163,079 |
|
| 800,597 |
| |
Accrued liabilities |
| $ | 9,458,629 |
|
| $ | 4,219,491 |
|
Deferred revenue for customer contracts represents amounts collected from, or invoiced to, customers in advance of revenue recognition. The balance of Deferred revenue will increase or decrease based on the timing of invoices and recognition of revenue.
Significant changes in our Deferred Revenue liability balances during the year ended December 31, 2022 were as follows:
|
| Deferred |
| |
Balance as of December 31, 2021 |
| $ | 1,995,090 |
|
Revenue Recognized |
|
| (1,995,090 | ) |
Amounts Collected or invoiced |
|
| 3,200,664 |
|
Balance as of December 31, 2022 |
| $ | 3,200,664 |
|
Non-cash transactions affecting cash flows from investing or financing activities during the year ended December 31, 2022 are summarized below:
F-24
Table of Contents
Non-cash transactions affecting cash flows from investing or financing activities during the year ended December 31, 2021 are summarized below:
The Company’s financial instruments are exposed to certain financial risks as detailed below.
Credit risk
Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations.
The Company is subject to credit risk on its cash and cash equivalents. The Company limits its exposure to credit loss by placing its cash and cash equivalents with major financial institutions. As a result, the Company does not believe it is exposed to significant credit risk.
On January 30, 2023, Global Crossing Airlines Group announced a up to US$5.0 million loan with a key investor to provide working capital and additional liquidity to support GlobalX’s rapidly growing operations. The Loan is a six-month facility that will be funded in two tranches of $2.5 million each. The first tranche was advanced within one business day and the second tranche will be advanced after the Company delivers a draw down notice, but subject to the lender receiving internal approval for the second tranche. The Loan is unsecured, not convertible, no warrants and will bear interest at the rate of 20% per annum, accruing monthly and payable upon maturity. The net proceeds of the Loan will be used to further the business objectives of the Company and to secure additional passenger and freighter Aircraft for charter operations that are expected to be delivered in Q1 2023.
On February 6, 2023, Global Crossing Airlines Group announced that it has received approval from the US FAA for cargo operations and will commence revenue cargo flights with the A321 Passenger to Freighter (P2F) aircraft (“A321F”). Global Crossing Airlines Group received its first A321F aircraft in January 2023 and is expecting the second A321F to arrive by mid-March,
On February 22, 2023, Global Crossing Airlines Group announced the successful completion of the rigorous International Air Transport Association (IATA) International Operational Safety Audit (IOSA) and has been added to the IOSA Registry. The IATA Operational Safety Audit (IOSA) program is an internationally recognized and accepted evaluation system designed to assess the operational management and control systems of an airline. The certification is valid for two years, when it must be renewed.
During the first two months of 2023, the Company issued 279,900 common shares units for net proceeds of $248,246 pursuant to the exercise of 279,900 share purchase warrants. The Company also issued 166,752 common shares units pursuant to 166,752 RSUs and issued 150,000 common shares for net proceeds of $70,500 pursuant to the exercise of stock options.
F-25
Table of Contents
GLOBAL CROSSING AIRLINES GROUP INC.
(FORMERLY “CANADA JETLINES LTD.”)
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTH PERIOD ENDED SEPTEMBER 30, 2023
F-26
Table of Contents
GLOBAL CROSSING AIRLINES GROUP INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
|
| September 30, 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 |
|
See accompanying notes to condensed consolidated financial statements.
F-27
Table of Contents
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 |
|
|
| 9,668,124 |
|
|
| 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 |
|
See accompanying notes to condensed consolidated financial statements.
F-28
Table of Contents
GLOBAL CROSSING AIRLINES GROUP INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(UNAUDITED)
|
| Common Stock |
|
| Amount |
|
| Additional |
|
| Retained |
|
| 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 |
|
| Amount |
|
| Additional |
|
| Retained |
|
| Total |
|
| Noncontrolling |
|
| 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 |
|
|
| — |
|
|
| 569,057 |
|
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 | ) |
See accompanying notes to condensed consolidated financial statements.
F-29
Table of Contents
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 |
| - |
|
| - |
| ||
See accompanying notes to condensed consolidated financial statements.
F-30
Table of Contents
GLOBAL CROSSING AIRLINES GROUP INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Global Crossing Airlines Group Inc. (the “Company” or “Global”) principal business activity is providing passenger and cargo aircraft to customers through aircraft operating service agreements including, crew, maintenance, insurance (“ACMI”) and charter services “Charter” serving the United States, Caribbean, Latin American and European markets.
The condensed consolidated financial statements include the accounts of the Company, and its subsidiaries, Global Crossing Airlines, Inc. and Global Crossing Airlines Operations, LLC (collectively “Global USA”), Global Crossing Airlines Holdings, Inc, GlobalX Travel Technologies, Inc. (“Technologies”), GlobalX Air Tours, LLC (“GlobalX Tours”), LatinX Air S.A.S., GlobalX Colombia S.A.S. and Charter Air Solutions, LLC ("Top Flight"). All intercompany transactions and balances have been eliminated on consolidation.
The accompanying unaudited condensed consolidated financial statements and related notes (the “Financial Statements”) have been prepared in accordance with the U.S. Securities and Exchange Commission (the “SEC”) requirements for quarterly reports on Form 10-Q, and consequently exclude certain disclosures normally included in audited consolidated financial statements prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP). The Financial Statements should be read in conjunction with the audited consolidated financial statements and the notes included in the Company’s Annual Report on Form 10-K for the years ended December 31, 2022 and 2021 and Form 10-K/A Amendment No.1 for the year ended December 31, 2022, which includes additional disclosures and a summary of our significant accounting policies. The December 31, 2022, balance sheet data was derived from that Annual Report and may not include disclosures required for presentation in conformity with U.S. GAAP. In our opinion, these Financial Statements include all adjustments, consisting of normal recurring items, considered necessary by management to fairly state the Company’s results of operations, financial position, and cash flows.
Our quarterly results are subject to seasonal and other fluctuations and the operating results for any quarter are therefore not necessarily indicative of results that may be otherwise expected for the entire year.
The condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. As of September 30, 2023, the Company had a working capital deficit of $13,999,540 and a retained deficit of $56,509,675. The Company began flight operations in August 2021. Without ongoing income generation or additional financing, the Company will be unable to fund general and administrative expenses and working capital requirements for the next 12 months. These material uncertainties raise substantial doubt as to the Company’s ability to continue as a going concern. The Company is evaluating financing its future requirements through a combination of debt, equity and/or other facilities. There is no assurance that the Company will be able to obtain such financing or obtain them on favorable terms. The condensed consolidated financial statements do not reflect the adjustments to the carrying values of assets and liabilities and the reported expenses and statement of financial position classifications that would be necessary were the going concern assumption deemed to be inappropriate. These adjustments could be material.
Recently Adopted Accounting Standards
In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The update requires the use of an “expected loss” model on certain types of financial instruments and requires consideration of a broader range of reasonable and supportable information to calculate credit loss estimates. For trade receivables, loans and held-to-maturity debt securities, entities will be required to estimate lifetime expected credit losses. For available-for-sale debt securities, entities will be required to recognize an allowance for credit losses rather than a reduction to the carrying value of the asset. ASU 2016-13 was initially effective for non- public companies for fiscal years and interim periods beginning after December 15, 2021, with early adoption permitted. In November 2019, the FASB issued ASU 2019-10, Financial Instruments-Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates, which delayed the effective date for certain entities, such as the Company, to apply ASU 2016-13 until fiscal years and interim periods beginning after December 15, 2022. The adoption of ASU 2016-13 had no impact on our consolidated financial statements.
F-31
Table of Contents
Investment in Canada Jetlines Operations Ltd.:
On June 28, 2021, the Company completed the spin-out pursuant to the Arrangement under which the Company transferred 75% of shares of Jetlines to Global shareholders. Global retained 25% of the shares issued and outstanding of Jetlines and accounts for the investment in accordance with the equity method. As of September 30, 2023, the Company holds approximately 12% ownership in Jetlines. Jetlines did not generate net income during the year ended on December 31, 2022 and the nine months period ended on September 30, 2023.
Investment in Top Flight:
On September 18, 2023, the Company acquired 80% of Charter Air Solutions, LLC ("Top Flight"). Top Flight was established on February 8, 2023 and had no significant transactions from the date of formation to the acquisition date. The balance sheet and operating activity of Top Flight are included in the Company's consolidated financial statements and we adjust the net income in our consolidated statement of operations to exclude the noncontrolling interests' proportionate share of results. We present the proportionate share of equity attributable to noncontrolling interests as equity within our consolidated balance sheet. Top Flight had approximately $24 thousand and $78 thousand in revenue and expenses, respectively, during the period from inception to September 30, 2023.
On August 2, 2023, the Company closed the placement of $35 million senior secure notes due 2029. The proceeds from these notes were used to pay-off the pre-existing Loan and Subscription Agreement.
The terms of the senior secure notes include:
The Company determined that the terms of the Warrants issued in the financing require the Warrants to be classified as equity. Accordingly, upon issuance, the Company recorded debt issuance costs of $3.8 million related to the Warrants along with a corresponding credit to additional paid in capital. As the Warrants are classified as equity warrants the Company will not remeasure the Warrants each accounting period.
Since the Warrants may purchase a fixed number of shares for a fixed price, the Company chose to use the Monte Carlo option pricing model to value the warrants at issuance. The inputs selected are: underlying stock price at date of issuance of $0.85 per share, exercise price of $1.0 per share, expected term of 6.91 years, dividends of $0, a risk free rate of 4.21%, and volatility of 50%.
The debt issuance costs resulting from the warrants along with other direct costs of the financing will be amortized to interest expense using the effective interest method.
On January 27, 2023, the Company announced an up to $5.0 million loan (the "Loan") with a key investor to provide working capital and additional liquidity to support GlobalX’s rapidly growing operations. The net proceeds of the Loan will be used to further the
F-32
Table of Contents
business objectives of the Company and to secure additional aircraft for charter operations. As of September 30, 2023, the Company received $2.5 million from the loan and this balance was paid off in connection with the new $35.0 million secured notes closed on August 2, 2023.
The terms of the promissory note (the "Note") issued in connection with Loan include:
On March 17, 2022, the Company entered into agreements (each a “Subscription Agreement”) pursuant to which the Company sold $6.0 million of its securities (the “Financing”). The securities sold in the Financing consisted of (1) non-convertible debentures (each, a “Debenture”) and (2) one common stock purchase warrant (each, a “Warrant”) for every US$1.24 of principal of the Debentures purchased for gross proceeds of up to $6.0 million. Each Warrant is exercisable into one share of common stock (each, a “Warrant Share”) at an exercise price of US$1.24 per Warrant Share with an exercise period of 24 months from the date of closing. This loan was paid off in connection with the new $35.0 million secured notes closed on August 2, 2023 and the outstanding balance related to debt costs and discounts of approximately $945 thousand was written off.
The terms of the Debentures include:
The Company determined that the terms of the Warrants issued in the financing require the Warrants to be classified as equity. Accordingly, upon issuance, the Company recorded debt issuance costs of $2.1 million related to the Warrants along with a corresponding credit to additional paid in capital. As the Warrants are classified as equity warrants the Company will not remeasure the Warrants each accounting period.
Since the Warrants may purchase a fixed number of shares for a fixed price, the Company chose to use the Black-Scholes option pricing model to value the warrants at issuance. The inputs selected are: underlying stock price at date of issuance of $1.04 per share, exercise price of $1.24 per share, expected term of 2 years, dividends of $0, a risk free rate of -0.6%, and volatility of 143%.
The debt issuance costs resulting from the warrants along with other direct costs of the Financing will be amortized to interest expense using the effective interest method.
As of September 30, 2023, Current Portion of Notes Payable includes the outstanding balance of $397,168 ($550,000 CAD), in connection with the payment plan agreed by Global Crossing Airlines and GEM for the $2,000,000 CAD final settlement.
On July 12, 2021, the Company completed a share capital reorganization creating a new class of shares, Class B Non-Voting Common Stock. As of September 30, 2023 and December 31, 2022, the Company had 39,327,664 and 32,668,320 common shares, 5,537,313 and 5,537,313 Class A Non-Voting Common Shares, and 12,972,708 and 15,234,849 Class B Non-Voting Shares outstanding, respectively.
F-33
Table of Contents
Following is a summary of the warrant activity during the three and nine months periods ended September 30, 2023 and 2022:
| Number of |
|
| Weighted |
| |||
Outstanding, January 1, 2022 |
|
| 17,631,350 |
|
| $ | 1.05 |
|
Issued |
|
| 4,838,707 |
|
|
| 1.24 |
|
Exercised |
|
| (20,700 | ) |
|
| 0.49 |
|
Expired |
|
| — |
|
|
| — |
|
Outstanding, March 31, 2022 |
|
| 22,449,357 |
|
|
| 1.09 |
|
Issued |
|
| — |
|
|
| — |
|
Exercised |
|
| (1,078,470 | ) |
|
| 0.48 |
|
Expired |
|
| (40,261 | ) |
|
| 0.48 |
|
Outstanding, June 30, 2022 |
|
| 21,330,626 |
|
|
| 1.32 |
|
Issued |
|
| — |
|
|
| — |
|
Exercised |
|
| — |
|
|
| — |
|
Expired |
|
| (1,685,375 | ) |
|
| 0.48 |
|
Outstanding, September 30, 2022 |
|
| 19,645,251 |
|
| $ | 1.27 |
|
|
|
|
|
|
|
| ||
Outstanding, January 1, 2023 |
|
| 19,633,911 |
|
| $ | 1.18 |
|
Issued |
|
| — |
|
|
| — |
|
Exercised |
|
| (2,499,453 | ) |
|
| 0.43 |
|
Expired |
|
| — |
|
|
| — |
|
Outstanding, March 31, 2023 |
|
| 17,134,458 |
|
|
| 1.29 |
|
Issued |
|
| — |
|
|
| — |
|
Exercised |
|
| (227,630 | ) |
|
| 0.97 |
|
Expired |
|
| (4,530,808 | ) |
|
| 0.99 |
|
Outstanding, June 30, 2023 |
|
| 12,376,020 |
|
|
| 1.40 |
|
Issued |
|
| 10,000,000 |
|
|
| 1.00 |
|
Exercised |
|
| — |
|
|
| — |
|
Expired |
|
| — |
|
|
| — |
|
Outstanding, September 30, 2023 |
|
| 22,376,020 |
|
| $ | 1.22 |
|
As of September 30, 2022, the following common stock share purchase warrants were outstanding and exercisable:
Outstanding |
|
| Exercise Price |
| Remaining life |
| Expiry Date | |
| 203,840 |
|
| USD$0.62 |
| 0.57 |
| April 26, 2023 |
| 4,882,838 |
|
| USD$1.00 |
| 0.57 |
| April 26, 2023 |
| 2,182,553 |
|
| USD$0.39 |
| 0.59 |
| May 4, 2023 |
| 4,838,707 |
|
| USD$1.24 |
| 1.49 |
| March 28, 2024 |
| 7,537,313 |
|
| USD$1.50 |
| 3.58 |
| April 29, 2026 |
| 19,645,251 |
|
|
|
|
|
|
|
As of September 30, 2023, the following common stock share purchase warrants were outstanding and exercisable:
Outstanding |
|
| Exercise Price |
| Remaining life |
| Expiry Date | |
| 4,838,707 |
|
| USD$1.24 |
| 0.75 |
| March 28, 2024 |
| 7,537,313 |
|
| USD$1.50 |
| 2.83 |
| April 29, 2026 |
| 10,000,000 |
|
| USD$1.00 |
| 6.75 |
| June 30, 2030 |
| 22,376,020 |
|
|
|
|
|
|
|
F-34
Table of Contents
The maximum number of shares of common stock ("Voting Shares") issuable pursuant to share-based payment arrangements, including stock options, restricted share units and performance share units, is 9,400,000.
Stock options
The Company grants stock options to directors, officers, union and consultants as compensation for services, pursuant to its Amended Stock Option Plan (the “Stock Option Plan”). The maximum price shall not be less than the closing price of the Company’s shares on the last trading day preceding the date on which the grant of options is approved by the Board of Directors. Options have a maximum expiry period of ten years from the grant date. Vesting conditions are determined by the Board of Directors in its discretion with certain restrictions in accordance with the Stock Option Plan.
The following is a summary of stock option activities for the three and nine months periods ended September 30, 2023 and 2022:
| Number of stock |
|
| Weighted average |
|
| Weighted average |
| ||||
Outstanding January 1, 2022 |
|
| 920,668 |
|
| $ | 0.25 |
|
| $ | 0.49 |
|
Granted |
|
| — |
|
|
| — |
|
|
| — |
|
Exercised |
|
| — |
|
|
| — |
|
|
| — |
|
Forfeited |
|
| (16,667 | ) |
|
| 0.25 |
|
|
| 0.57 |
|
Outstanding, March 31, 2022 |
|
| 904,001 |
|
| 0.25 |
|
| 0.48 |
| ||
Granted |
|
| — |
|
|
| — |
|
|
| — |
|
Exercised |
|
| (33,333 | ) |
|
| 0.25 |
|
|
| 0.57 |
|
Forfeited |
|
| — |
|
|
| — |
|
|
| — |
|
Outstanding, June 30, 2022 |
|
| 870,668 |
|
| 0.25 |
|
| 0.48 |
| ||
Granted |
|
| — |
|
|
| — |
|
|
| — |
|
Exercised |
|
| — |
|
|
| — |
|
|
| — |
|
Forfeited |
|
| — |
|
|
| — |
|
|
| — |
|
Outstanding, September 30, 2022 |
|
| 870,668 |
|
| $ | 0.25 |
|
| $ | 0.48 |
|
|
|
|
|
|
|
|
|
|
| |||
Outstanding January 1, 2023 |
|
| 820,668 |
|
| $ | 0.25 |
|
| $ | 0.34 |
|
Granted |
|
| — |
|
|
| — |
|
|
| — |
|
Exercised |
|
| (150,000 | ) |
|
| 0.48 |
|
|
| 0.16 |
|
Forfeited |
|
| (200,000 | ) |
|
| 0.25 |
|
|
| 0.57 |
|
Outstanding, March 31, 2023 |
|
| 470,668 |
|
| 0.25 |
|
|
| 0.54 |
| |
Granted |
|
| — |
|
|
| — |
|
|
| — |
|
Exercised |
|
| — |
|
|
| — |
|
|
| — |
|
Forfeited |
|
| — |
|
|
| — |
|
|
| — |
|
Outstanding, June 30, 2023 |
|
| 470,668 |
|
| 0.25 |
|
|
| 0.54 |
| |
Granted |
|
| — |
|
|
| — |
|
|
| — |
|
Exercised |
|
| — |
|
|
| — |
|
|
| — |
|
Forfeited |
|
| — |
|
|
| — |
|
|
| — |
|
Outstanding, September 30, 2023 |
|
| 470,668 |
|
| $ | 0.25 |
|
| $ | 0.54 |
|
As of September 30, 2022, the following stock options were outstanding and exercisable:
Outstanding |
|
| Exercisable |
|
| Exercise Price |
|
| Remaining life (years) |
|
| Expiry Date | ||||
| 150,000 |
|
|
| 150,000 |
|
| $ | 0.48 |
|
|
| 1.00 |
|
| June 29, 2023 |
| 670,668 |
|
|
| 670,668 |
|
| $ | 0.25 |
|
|
| 2.98 |
|
| June 23, 2025 |
| 50,000 |
|
|
| 33,333 |
|
| $ | 0.62 |
|
|
| 3.24 |
|
| September 23, 2025 |
| 870,668 |
|
|
| 854,001 |
|
|
|
|
|
|
|
|
| ||
F-35
Table of Contents
As of September 30, 2023, the following stock options were outstanding and exercisable:
Outstanding |
|
| Exercisable |
|
| Exercise Price |
|
| Remaining life (years) |
|
| Expiry Date | ||||
| 420,668 |
|
|
| 420,668 |
|
| $ | 0.25 |
|
|
| 1.98 |
|
| June 23, 2025 |
| 50,000 |
|
|
| 50,000 |
|
| $ | 0.62 |
|
|
| 2.24 |
|
| September 23, 2025 |
| 470,668 |
|
|
| 470,668 |
|
|
|
|
|
|
|
|
| ||
The Company recognizes share-based payments expense for all stock options granted based on the grant date fair value with the expense recognized ratably over the service period. The fair value of stock options is determined by the Black-Scholes Option Pricing Model with assumptions for risk-free interest rates, dividend yields, volatility factors of the expected market price of the Company’s shares, forfeiture rate, and expected life of the options.
There were no stock options granted during the three and nine months ended September 30, 2023 and 2022.
Restricted share units
The Company grants restricted share units (“RSUs”) to directors, officers, employees and consultants as compensation for services, pursuant to its Amended RSU Plan (the “RSU Plan”). One restricted share unit has the same value as a Voting Share. The number of RSUs awarded and underlying vesting conditions are determined by the Board of Directors in its discretion.
At the election of the Board of Directors, upon each vesting date, participants receive (a) the issuance of Voting Shares from treasury equal to the number of RSUs vesting, or (b) a cash payment equal to the number of vested RSUs multiplied by the fair market value of a Voting Share, calculated as the closing price of the Voting Shares on the NEO exchange for the trading day immediately preceding such payment date; or (c) a combination of (a) and (b).
On the grant date of RSUs, the Company determines whether it has a present obligation to settle in cash. If the Company has a present obligation to settle in cash, the RSUs are accounted for as liabilities, with the fair value remeasured at the end of each reporting period and at the date of settlement, with any changes in fair value recognized in profit or loss for the period. The Company has a present obligation to settle in cash if the choice of settlement in shares has no commercial substance, or the Company has a past practice or a stated policy of settling in cash, or generally settles in cash whenever the counterpart asks for cash settlement.
If no such obligation exists, RSUs are accounted for as equity settled share-based payments and are valued using the share price on grant date. Upon settlement:
F-36
Table of Contents
The following is a summary of RSU activities for the three and nine months period ended September 30, 2023 and 2022:
| Number of RSUs |
|
| Weighted average grant date fair value per RSU |
| |||
Outstanding, January 1, 2022 |
|
| 2,067,500 |
|
| $ | 1.16 |
|
Granted |
|
| 620,000 |
|
|
| 1.37 |
|
Issuance of common stock |
|
| — |
|
|
| — |
|
Forfeited |
|
| (400,000 | ) |
|
| 1.48 |
|
Outstanding March 31, 2022 |
|
| 2,287,500 |
|
|
| 1.02 |
|
Granted |
|
| — |
|
|
| — |
|
Issuance of common stock |
|
| — |
|
|
| — |
|
Forfeited |
|
| (115,000 | ) |
|
| 1.79 |
|
Outstanding June 30, 2022 |
|
| 2,172,500 |
|
|
| 1.47 |
|
Granted |
|
| 1,570,000 |
|
|
| 0.63 |
|
Issuance of common stock |
|
| (10,000 | ) |
|
| 0.69 |
|
Forfeited |
|
| (310,000 | ) |
|
| 0.75 |
|
Outstanding September 30, 2022 |
|
| 3,422,500 |
|
| $ | 1.16 |
|
|
|
|
|
|
|
| ||
Outstanding, January 1, 2023 |
|
| 3,305,837 |
|
| $ | 1.14 |
|
Granted |
|
| 1,687,777 |
|
|
| 0.97 |
|
Issuance of common stock |
|
| (400,542 | ) |
|
| 1.04 |
|
Forfeited |
|
| (129,315 | ) |
|
| 0.96 |
|
Outstanding March 31, 2023 |
|
| 4,463,757 |
|
|
| 1.10 |
|
Granted |
|
| 1,155,000 |
|
|
| 0.97 |
|
Issuance of common stock |
|
| (467,500 | ) |
|
| 0.91 |
|
Forfeited |
|
| (378,334 | ) |
|
| 1.01 |
|
Outstanding June 30, 2023 |
|
| 4,772,923 |
|
|
| 1.01 |
|
Granted |
|
| 798,500 |
|
|
| 0.87 |
|
Issuance of common stock |
|
| (324,157 | ) |
|
| 0.87 |
|
Forfeited |
|
| (173,334 | ) |
|
| 0.74 |
|
Outstanding September 30, 2023 |
|
| 5,073,932 |
|
| $ | 1.02 |
|
During the three and nine months ended September 30, 2023, the Company recognized share-based payments expense with respect of stock options and RSUs of $569,057 and $1,677,594, respectively. During the three and nine months ended September 30, 2022, the Company recognized share-based payments expense with respect to stock options and RSUs of $69,724 and $795,334, respectively.
The remaining compensation that has not been recognized as of September 30, 2023 with regards to RSUs and the weighted average period they will be recognized are $3,396,927 and 2.06 years.
The Company’s expected effective tax rate for the three and nine months periods ended September 30, 2023, and 2022 was 0%. The effective tax rate varies from the statutory rate due to the change in the valuation allowance.
The Company has contractual obligations and commitments primarily with regard to management and development services, lease arrangements and financing arrangements.
On October 14, 2021, the Company entered into a lease agreement for an A321F cargo aircraft. The ten year lease term commenced on January 24, 2023. Under the agreement, the Company will pay the lessor a fixed monthly rent for 72 months, plus supplemental rent for maintenance of the aircraft.
On March 8, 2022, the Company signed a lease agreement for a fourth A321F cargo aircraft and paid commitment fees to the lessor. The lease will commence upon aircraft delivery which is expected to be in 2024 and will run through 96 months from delivery date. In addition to basic rent due, the Company will pay the lessor supplemental rent for maintenance of the aircraft.
F-37
Table of Contents
On March 22, 2022, the Company signed a lease agreement for a fifth A321F cargo aircraft and paid commitment fees to the lessor. The lease will commence upon aircraft delivery which is expected to be in 2024 and will run through 72 months from delivery date. In addition to basic rent due, the Company will pay the lessor supplemental rent for maintenance of the aircraft.
On June 21, 2022, the Company entered into a lease agreement for a second A321F cargo aircraft. The eight year lease term commenced on June 1, 2023. Under the agreement, the Company will pay the lessor a fixed monthly rent for 96 months, plus supplemental rent for maintenance of the aircraft.
On July 29, 2022, the Company signed a lease agreement for a sixth A321F cargo aircraft and paid commitment fees to the lessor. The lease will commence upon aircraft delivery which is expected to be in 2024 and will run through 72 months from delivery date. In addition to basic rent due, the Company will pay the lessor supplemental rent for maintenance of the aircraft.
On December 14, 2022, the Company entered into a lease agreement for an A319 passenger aircraft. The two year lease term commenced on August 18, 2023. Under the agreement, the Company will pay the lessor a fixed monthly rent for 24 months, plus supplemental rent for maintenance of the aircraft.
On January 27, 2023, the Company entered into a lease agreement for an A320 passenger aircraft. The six year lease term commenced on April 21, 2023. Under the agreement, the Company will pay the lessor a fixed monthly rent for 72 months, plus supplemental rent for maintenance of the aircraft.
On May 22, 2023, the Company entered into a lease agreement for a commercial property warehouse. The five-year lease term commenced on June 1, 2023. Under the agreement, the Company will pay the lessor variable monthly rents increasing once every year for 62 months, plus estimated expenses for insurance, utilities, taxes, management fees and other operating expenses.
On June 16, 2023, the Company signed a lease agreement for an A320 passenger aircraft and paid commitment fees to the lessor. The lease will commence upon aircraft delivery which is expected to be in November 2023 and will run through 48 months from delivery date. In addition to basic rent due, the Company will pay the lessor supplemental rent for maintenance of aircraft equipment.
On July 27, 2023, the Company signed a lease agreement for an A320 passenger aircraft and paid commitment fees to the lessor. The lease will commence upon aircraft delivery which is expected to be between in 2024 and will run through the next heavy maintenance visit reached (estimated to be in February 2028) from delivery date. In addition to basic rent due, the Company will pay the lessor supplemental rent for maintenance of aircraft equipment.
On September 8, 2023, the Company entered into a lease agreement for a third A321F cargo aircraft. The eight-year lease term commenced on October 6, 2023. Under the agreement, the Company will pay the lessor a fixed monthly rent for 72 months, plus supplemental rent for maintenance of the aircraft.
During the nine months ended September 30, 2023, the Company entered into seven finance lease agreements for equipment to support the Company's technical operations. Payments under these finance lease agreements are fixed for terms of 5 years.
The following table provides details of the Company's future minimum lease payments under finance lease liabilities and operating lease liabilities recorded on the Company's condensed consolidated balance sheets as of September 30, 2023. The table does not include commitments that are contingent on events or other factors that are currently uncertain or unknown.
|
| Finance Leases |
|
| Operating Leases |
| ||
Remainder of 2023 |
| $ | 245,658 |
|
| $ | 4,433,809 |
|
2024 |
|
| 982,634 |
|
|
| 16,931,294 |
|
2025 |
|
| 982,634 |
|
|
| 16,344,557 |
|
2026 |
|
| 982,634 |
|
|
| 14,530,834 |
|
2027 |
|
| 865,635 |
|
|
| 11,727,844 |
|
2028 and thereafter |
|
| 1,086,778 |
|
|
| 25,014,492 |
|
Total minimum lease payments |
|
| 5,145,973 |
|
|
| 88,982,830 |
|
Less amount representing interest |
|
| 1,359,298 |
|
|
| 27,485,116 |
|
Present value of minimum lease payments |
|
| 3,786,675 |
|
|
| 61,497,714 |
|
Less current portion |
|
| 556,850 |
|
|
| 10,072,203 |
|
Long-term portion |
| $ | 3,229,825 |
|
| $ | 51,425,511 |
|
The table below presents information for lease costs related to the Company's finance and operating leases:
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Table of Contents
|
| Three Months Ended September 30, |
|
| Nine Months Ended September 30, |
| ||||||||||
|
| 2023 |
|
| 2022 |
|
| 2023 |
|
| 2022 |
| ||||
Finance lease cost |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Amortization of leased assets |
| $ | 149,239 |
|
| $ | 45,931 |
|
| $ | 367,894 |
|
| $ | 45,931 |
|
Interest of lease liabilities |
|
| 116,352 |
|
|
| 30,405 |
|
|
| 309,337 |
|
|
| 30,405 |
|
Operating lease cost |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Operating lease cost (1) |
|
| 2,286,554 |
|
|
| 2,181,983 |
|
|
| 5,933,502 |
|
|
| 5,396,050 |
|
Total lease cost |
| $ | 2,552,145 |
|
| $ | 2,258,319 |
|
| $ | 6,610,733 |
|
| $ | 5,472,386 |
|
The Company utilizes the rate implicit in the lease whenever it is easily determined. For leases where the implicit rate is not readily available, we utilize our incremental borrowing rate as the discount rate. The table below presents lease terms and discount rates related to the Company's finance and operating leases:
|
| September 30, 2023 |
|
| September 30, 2022 |
| ||
Weighted-average remaining lease term |
|
|
|
|
|
| ||
Operating leases |
| 6.19 years |
|
| 4.4 years |
| ||
Finance leases |
| 5.41 years |
|
| 5.97 years |
| ||
Weighted-average discount rate |
|
|
|
|
|
| ||
Operating leases |
|
| 12.24 | % |
|
| 10.65 | % |
Finance leases |
|
| 12.30 | % |
|
| 11.67 | % |
The table below presents cash and non-cash activities associated with our leases:
|
| Nine Months Ended September 30, |
| |||||
|
| 2023 |
|
| 2022 |
| ||
Cash paid for amounts included in the measurement of lease liabilities: |
|
|
|
|
|
| ||
Operating cash flows from operating leases |
| $ | 6,181,225 |
|
| $ | 2,559,147 |
|
Financing cash flows from finance leases |
|
| 343,374 |
|
|
| — |
|
The Company is subject to various legal proceedings in the normal course of business and records legal costs as incurred. Management believes these proceedings will not have a materially adverse effect on the Company.
On August 11, 2023 Global Crossing Airlines in combination with Top Flight Charters and its minority interest member filed a lawsuit in the United States District Court Southern District of Florida against Shorts Travel Management, Inc (Shorts) and STM Charters, Inc seeking to have an old non-solicit agreement signed by Top Flight' minority interest member to be declared invalid, that Shorts alleged trade secrets do not exist and sought damages arising from the Shorts defamation per se based on numerous false statements made by Shorts in the marketplace. On October 4, 2023 Shorts responded in court by denying the claims made and countersued all parties for breach of contract and theft of trade secrets. This case will now enter a phase of discovery as we await the courts to schedule the next steps.
Basic earnings per share, which excludes dilution, is computed by dividing net income or loss attributable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. The number of incremental shares from the assumed issuance of shares relating to share-based awards is calculated by applying the treasury stock method.
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Table of Contents
The following table shows the computation of basic and diluted earnings per share for the three months ended September 30, 2023 and 2022:
| Three Months Ended |
|
| Three Months Ended |
| |||
Numerator: |
|
|
|
|
|
| ||
Net income (loss) attributable to the Company |
| $ | (4,883,645 | ) |
| $ | 163,631 |
|
Denominator: |
|
|
|
|
|
| ||
Weighted average common shares outstanding - Basic |
|
| 57,497,385 |
|
|
| 52,569,481 |
|
Dilutive effect of stock options and warrants |
|
| — |
|
|
| 23,938,419 |
|
Weighted average common shares outstanding - Diluted |
|
| 57,497,385 |
|
|
| 76,507,900 |
|
Basic loss per share |
| $ | (0.08 | ) |
| $ | 0.00 |
|
Diluted loss per share |
| $ | (0.08 | ) |
| $ | 0.00 |
|
The following table shows the computation of basic and diluted earnings per share for the nine months ended September 30, 2023 and 2022:
| Nine Months Ended |
|
| Nine Months Ended |
| |||
Numerator: |
|
|
|
|
|
| ||
Net income (loss) attributable to the Company |
| $ | (18,426,371 | ) |
| $ | (11,381,523 | ) |
Denominator: |
|
|
|
|
|
| ||
Weighted average common shares outstanding - Basic |
|
| 56,292,992 |
|
|
| 51,776,833 |
|
Dilutive effect of stock options and warrants |
|
| — |
|
|
| — |
|
Weighted average common shares outstanding - Diluted |
|
| 56,292,992 |
|
|
| 51,776,833 |
|
Basic loss per share |
| $ | (0.33 | ) |
| $ | (0.22 | ) |
Diluted loss per share |
| $ | (0.33 | ) |
| $ | (0.22 | ) |
There were 22,376,020 warrants, 470,668 options, and 5,073,932 RSUs outstanding at September 30, 2023 and 19,645,521 warrants, 870,668 options and 3,422,500 RSUs outstanding at September 30, 2022 that were excluded from the calculation of diluted EPS. The Company excluded the warrants, options and RSUs from the calculation of diluted EPS for the three and nine months ended September 30, 2023 and 2022, as inclusion would have an anti-dilutive effect.
On June 28, 2021, the Company completed the spin-out pursuant to the Arrangement under which the Company transferred 75% of shares of its wholly owned subsidiary, Canada Jetlines Operations Ltd. ("Jetlines") to Global shareholders. Global retained 25% of the shares issued and outstanding of Jetlines and accounts for the investment in accordance with the equity method. As of September 30, 2023, Global Crossing Airlines hold approximately 12% of the outstanding at September 30, 2023.
Related parties and related party transactions impacting the consolidated financial statements not disclosed elsewhere in these consolidated financial statements are summarized below and include transactions with the following individuals or entities:
As of September 30, 2023 and December 31, 2022, amounts with related parties include the following:
On July 3, 2023, the Company voluntarily dissolved GlobalX Ground Team LLC. The Company had a 50% interest in GlobalX Ground Team LLC and the dissolution had no impact in the Company's financial statements.
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On August 14, 2023, the Company voluntarily dissolved GlobalX 321 Aircraft Acquisition Corp., The Company had a 100% interest in GlobalX 321 Aircraft Acquisition Corp and the dissolution had no impact in the Company's financial statements.
On August 17, 2023, the Company voluntarily dissolved GlobalX 320 Aircraft Acquisition Corp., The Company had a 100% interest in GlobalX 320 Aircraft Acquisition Corp. and the dissolution had no impact in the Company's financial statements.
Smartlynx Airlines Malta Limited is an entity whose Chief Executive Officer was a Board Member of Global until his term expired in December 2022. During the year ending December 31, 2020, Global made advanced payments totaling $500,000 to Smartlynx. $350,000 of those payments related to two security deposits. One is a $250,000 security deposit for one passenger aircraft to deliver 200 hours of ACMI services per month and the second is a $100,000 security deposit for a long term lease of an A321F aircraft. Total deposits and prepaid expense related to Smartlynx totaled $250,000 as of September 30, 2023 and December 31, 2022 and it is included in other assets on the consolidated balance sheets.
The amounts due to related parties are unsecured, non-interest bearing and have no stated terms of repayment.
Accrued liabilities consisted of the following as of September 30, 2023 and December 31, 2022
|
| Nine Months |
|
| December 31, |
| ||
Salaries, Wages, & Benefits |
|
| 3,091,990 |
|
|
| 1,796,443 |
|
Passenger Taxes |
|
| 1,629,227 |
|
|
| 1,647,319 |
|
Aircraft Fuel |
|
| 937,676 |
|
|
| 1,595,324 |
|
Contracted ground and aviation services |
|
| 2,050,322 |
|
|
| 1,154,409 |
|
Maintenance |
|
| 1,289,111 |
|
|
| 1,115,293 |
|
Aircraft Rent |
|
| 2,898,440 |
|
|
| 986,762 |
|
Other |
|
| 1,727,439 |
|
|
| 1,163,079 |
|
Accrued liabilities |
|
| 13,624,205 |
|
|
| 9,458,629 |
|
Deferred revenue for customer contracts represents amounts collected from, or invoiced to, customers in advance of revenue recognition. The balance of Deferred revenue will increase or decrease based on the timing of invoices and recognition of revenue.
Significant changes in our Deferred Revenue liability balances during the period ended September 30, 2023 were as follows:
|
| Deferred Revenue |
| |
Balance as of December 31, 2022 |
| $ | 3,200,664 |
|
Revenue Recognized |
|
| (3,191,044 | ) |
Amounts Collected or invoiced |
|
| 4,363,188 |
|
Balance as of September 30, 2023 |
| $ | 4,372,808 |
|
14. SUBSEQUENT EVENTS
On October 3, 2023 Global Crossing Airlines Group, Inc. and Canada Jetlines Operations, Ltd. executed an agreement, according to which Global Crossing Airlines Group, Inc. will receive from Canada Jetlines Operations, Ltd. 2,000,000 restricted shares units of Canada Jetlines Operations, Ltd. vesting on October 3, 2023 in exchange to services provided by the Company to Canada Jetlines Operations, Ltd. under an existing contract.
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Table of Contents
Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read together with the accompanying unaudited condensed consolidated financial statements and related notes in this report and the audited financial statements included in the Company’s Annual Report for December 31, 2022 on Form 10-K and Form 10-K/A Amendment No.1. This Item 2 contains forward-looking statements that involve risks and uncertainties. Undue reliance should not be placed on these forward-looking statements, which speak only as of the date of this report. Actual results may differ materially from those expressed or implied in such forward-looking statements. Factors which could cause actual results to differ materially are discussed throughout this report and include, but are not limited to, those set forth at the end of this Item 2 under the heading "Cautionary Statement Regarding Forward Looking Statements." Additional factors are under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K and Form 10-K/A Amendment No.1 for the year ended December 31, 2022.
Background
Certain Terms - Glossary
The following represents terms and statistics specific to our business and industry. They are used by management to evaluate and measure operations, results, productivity, and efficiency.
ACMI: | Service offering, whereby we provide outsourced cargo and passenger aircraft operating solutions, including the provision of an aircraft, crew, maintenance, and insurance, while customers assume fuel, demand and price risk. In addition, customers are generally responsible for landing, navigation and most other operational fees and costs |
Block Hour | The time interval between when an aircraft departs the terminal until it arrives at the destination terminal |
Charter | Service offering, whereby we provide cargo and passenger aircraft charter services to customers. The customer generally pays a fixed charter fee that includes fuel, insurance, landing fees, navigation fees and most other operational fees and costs
|
Net Available Aircraft | The number of aircraft available each month reduced by (netted) days the aircraft is unavailable due to various maintenance events or deliveries during a month |
2Y Check | “Heavy” airframe maintenance checks, which are the most extensive in scope and are generally performed every two years and can take from 20 – 40 days to complete. |
6Y Check | “Heavy” airframe maintenance checks, which are the most extensive in scope and are generally performed every six years and can take from 45-75 days to complete |
12Y Check | “Heavy” airframe maintenance checks, which are the most extensive in scope and are generally performed every six years and can take from 60 – 100 days to complete |
Heavy Maintenance | Scheduled maintenance activities that are extensive in scope and are primarily based on time or usage intervals, which include, but are not limited to 2Y Checks, 6Y Checks, 12Y checks and engine overhauls. In addition, unscheduled engine repairs involving the removal of the engine from the aircraft are considered to be Heavy Maintenance. |
Line Maintenance | Maintenance events occurring during normal day-to-day operations.
|
Non-heavy Maintenance | Discrete maintenance activities for the overhaul and repair of specific aircraft components, including landing gear, auxiliary power units and engine thrust reversers. |
Utilization | The average number of Block Hours operated per day per aircraft. |
Business Overview
Global Crossing Airlines Group Inc. (“GlobalX” or the “Company”) operates a US Part 121 domestic flag and supplemental airline using the Airbus A320 family of aircraft. GlobalX’s business model is to (1) provide services on an ACMI using wet lease contracts to airlines and non-airlines, and (2) on a Charter basis whereby we provide passenger aircraft charter services to customers by charging an “all-in” fee that includes fuel, insurance, landing fees, navigation fees and most other operational fees and costs. GlobalX operates within the United States, Europe, Canada, Central and South America. GlobalX began operating the Airbus A321 freighter (“A321F”) during the first quarter of 2023 after completing all FAA certification requirements with the A321F.
Focused on becoming a market leader with differentiated, value-creating solutions
GlobalX intends to become the best-in-class U.S. narrow-body, ACMI charter airline, operating both passenger and cargo charter aircraft while recruiting and maintaining a dynamic team of customer-centric flight crews, ground and maintenance teams and management staff.
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Table of Contents
GlobalX operates its A320 family aircraft for airlines, tour operators, college and professional sports teams, incentive groups, resorts and casino groups and government agencies. It is our goal to deliver best in class on time performance and dispatch reliability; Expand existing relationships and develop additional relationships with leading charter/tour operators to provide aircraft during their peak seasons; and provide ad-hoc and track charter programs for non-airline customers, including hotels, casinos, cruise ship companies, tour operators.
Business Developments
The nine months period ended September 30, 2023 for GlobalX was characterized by the achievement of significant regulatory milestones in addition to considerable investment in crew, staff, maintenance, and systems to build out our platform, bolster our infrastructure to prepare GlobalX to continue its rapid expansion through the delivery of up to six additional aircraft in Q4, a 50% increase. GlobalX is comprised of three key assets which allows us to generate income – our certifications, our aircraft, and our crew.
From a regulatory perspective GlobalX in the nine months period ended September 30, 2023 has achieved the following:
From an aircraft perspective GlobalX in the nine months period ended September 30, 2023 has achieved the following:
From a crew perspective GlobalX in the nine months period ended September 30, 2023 has achieved the following:
In short, the nine months period ended September 30, 2023 was a time when GlobalX invested in its people, prepared for its growth, and established a robust infrastructure for its future.
Launch cargo charter flights with A321P2F (Passenger to Freighter)
GlobalX added the A321F (passenger to freighter) aircraft to its operating certificate and into the fleet commencing Q1 2023 and expects cargo to be an integral part of the GlobalX business. GlobalX operates its A321Fs under ACMI charter operations with major package operators and major freight and logistics companies. Under these types of arrangements, customarily, these operators will take the commercial risk associated with the selling of the cargo and provide all ground handling and cargo-specific operations, with GlobalX assuming the operational risk of providing a functional aircraft, trained crew, in a safe and on time manner as the ACMI operator.
Location of Operations Bases
GlobalX operates from one primary geographic base:
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Table of Contents
GlobalX also maintains two additional crew bases at the following locations:
Reducing Operational Costs
To control costs and maintain a competitive cost per Block Hour flown, GlobalX:
Marketing Plan
GlobalX plans to achieve its revenue goals by flying charter operations for a variety of client groups:
GlobalX Aircraft Fleet
Critical to GlobalX’s business model is a fleet of modern and cost-effective aircraft. To achieve this objective, GlobalX has selected what it believes is the best overall single-aisle aircraft family to operate. This approach differs from traditional airlines, which purchase a variety of aircraft, often from different manufacturers, to achieve their operational flight sectors, resulting in increased training, operating and spare part costs. GlobalX conducted research to determine the best aircraft to fly in competition with other narrow-body charter airlines in the single-aisle seat market and GlobalX selected the A320 aircraft family.
The following factors support GlobalX’s choice to operate the Airbus A320 and A321 aircraft versus the Boeing family of aircraft:
Cost and Operating factors: lower fuel burn, and better aircraft and cockpit crew pool availability.
Operational Capability: the A320 has a range advantage over the 737-800 and can fly non-stop from Miami to selected airports in North America, South America, the Caribbean, and between most major destinations in Europe. The A320 has excellent maintenance dispatch reliability and strong availability of spare parts and components, making the A320, in management’s estimation, the most popular aircraft among low-cost airlines.
Passenger comfort: better seat width, cargo bin volume for carry-on baggage and cargo hold volume.
Aircraft Maintenance
Heavy maintenance checks are expected to be sourced out to FAA-approved service providers. The 6Y and 12Y checks will be primarily paid for using funds from the accrued maintenance reserves paid to lessors under operating leases.
Strategy to Address Competitive Response
We expect the existing charter operators based in the U.S. to respond to GlobalX’s entry into the market by lowering their pricing to customers. The expected competitive response typically includes lowered ACMI rates for key contracts. We believe GlobalX’s existing relationships with potential customers and the underserved demand in the U.S., coupled with our newer planes allowing for a more cost-efficient operation, will allow us to address any competitive pressure and grow as anticipated.
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Table of Contents
GlobalX Charter Service
GlobalX is a charter provider that currently focuses exclusively on providing customized, non-scheduled passenger air transport services with narrow-body Airbus A320 and A321 aircraft. We expect our primary line of business and focus to be commercial charter services from MIA to destinations throughout North and South America and the Caribbean, with established scheduled airlines that need additional air lift to supplement their own, and established tour and travel operators that sell tour packages in and between these markets.
We provide our services through two contract structures: (1) ACMI and (2) Charter.
We believe operating charter flights will largely insulate our expected profitability from fluctuations in jet fuel prices, which are typically the largest and most volatile expense for an air carrier. Under the vast majority of our commercial passenger charter arrangements, our customers bear 100% of the cost of jet fuel. In addition, consistent with industry practice, we plan for those customers to pay us our contract price approximately two weeks in advance of their flights.
Because our ACMI customers are responsible for fuel costs, our expected commercial ACMI revenues would not be affected directly by fuel price changes. However, a significant increase in fuel prices would likely have an adverse effect on demand for the use of our aircraft, which could have a material adverse effect on our profitability and financial position.
Experienced management team
Our management team has extensive operating and leadership experience in the airfreight, airline, and aircraft leasing, maintenance, and management industries at companies such as Republic Airways, Eastern Airlines, JetBlue Airways, Virgin America, Hawaiian Airlines, American Airlines, US Airways, Atlas Air, Breeze Airways, Emirates, North American Airlines, Miami Air, AAR, Continental Airlines, Pan Am, Atlantic Coast Airlines, and Flair Airlines, as well as the United States Army, and Air Force. In addition, our management team has a diversity of experience from other industries at companies such as KBR, Teladoc, The Home Depot, Halliburton, Lehman Brothers, and the Burger King Corporation.
Business Strategy
GlobalX seeks to become the best-in-class U.S. narrow-body, ACMI and full services contract charter airline, operating both passenger and cargo charter aircraft while recruiting and maintaining a dynamic team of customer-centric flight crews, ground teams and management staff.
In launching a US 121 Domestic Flag and Supplemental charter airline in the United States, GlobalX has done the following:
Launch passenger charter flights with A320/A321 all passenger aircraft
GlobalX operates its A320 family aircraft under ACMI/Full Contract charter operations for major airlines, tour operators, college and professional sports teams, incentive groups, major resorts and casino groups.
Results of Operations
Operating Revenue & Statistics
The following discussion should be read in conjunction with our Financial Statements and other financial information appearing and referred to elsewhere in this report.
The analysis of GlobalX results for the nine months period ended on September 30, 2023 and 2022 requires an understanding of how the Company fundamentally evolved during that time period. 2022 was our first year of full operations and was a period where the company was focused on securing new customers, entering new markets and flying to new locations; primarily in the domestic and Caribbean markets. As a young company, we were learning how to operate safely, efficiently and everything was new.
By contrast in 2023, Global expanded existing relationships, entered the Cargo market, expanded operations in the European ACMI market and an increased focus on operating for existing airlines once we completed our IOSA certification. Our key metric is block
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Table of Contents
hours flown and block hours flown per available aircraft, which is the measure by which we track commercial activity. While other airlines discuss available seat miles and revenue per available seat mile (“rasm”), cost per available seat mile (“casm”), these metrics are not germane to our business model as an ACMI and Charter operator. Global charters the entire aircraft, does not take fuel risk, and does not take third party risk therefore all results are evaluated on a block hour basis.
Three months ended September 30, 2023 and 2022
The following table compares our Operating Fleet (average aircraft equivalents during the period), Operating Revenue, and total Block Hours operated describing the degree to which variations in revenues can be attributed to fluctuations in prices and nature of GlobalX services.
| Three Months Ended |
|
|
|
|
|
|
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Operating Fleet |
| 2023 |
|
| 2022 |
|
| Inc/(Dec) |
|
|
|
| ||||
A319 |
|
| 0.3 |
|
|
| — |
|
|
| 0.3 |
|
| N/A |
| |
A320 |
|
| 7.0 |
|
|
| 6.0 |
|
|
| 1.0 |
|
|
| 16.7 | % |
A321 |
|
| 4.0 |
|
|
| 1.0 |
|
|
| 3.0 |
|
|
| 300.0 | % |
Total Operating Average Aircraft Equivalents |
|
| 11.3 |
|
|
| 7.0 |
|
|
| 4.3 |
|
|
| 61.4 | % |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Net Aircraft Available |
|
| 10.8 |
|
|
| 5.9 |
|
|
| 4.9 |
|
|
| 83.1 | % |
Total Block Hours |
|
| 6,506 |
|
|
| 2,395 |
|
|
| 4,111 |
|
|
| 171.6 | % |
Average Utilization per available aircraft |
|
| 600 |
|
|
| 407 |
|
|
| 193 |
|
|
| 47.4 | % |
Operating Revenue |
| 2023 |
|
| 2022 |
|
| Inc/(Dec) |
|
| % Change |
| ||||
Charter |
| $ | 21,819,964 |
|
| $ | 21,644,158 |
|
| $ | 175,806 |
|
|
| 0.8 | % |
ACMI |
|
| 19,103,277 |
|
|
| 2,159,484 |
|
|
| 16,943,793 |
|
|
| 784.6 | % |
Other |
|
| 1,653,658 |
|
|
| 6,986,598 |
|
|
| (5,332,940 | ) |
|
| -76.3 | % |
Total |
|
| 42,576,899 |
|
|
| 30,790,240 |
|
|
| 11,786,659 |
|
|
| 38.3 | % |
Block Hours |
| 2023 |
|
| 2022 |
|
| Inc/(Dec) |
|
| % Change |
| ||||
Charter |
|
| 1,873 |
|
|
| 1,907 |
|
|
| (34 | ) |
|
| -1.8 | % |
ACMI |
|
| 4,614 |
|
|
| 473 |
|
|
| 4,141 |
|
|
| 875.5 | % |
Non Revenue |
|
| 19 |
|
|
| 15 |
|
|
| 4 |
|
|
| 26.7 | % |
Total |
|
| 6,506 |
|
|
| 2,395 |
|
|
| 4,111 |
|
|
| 171.6 | % |
Revenue per Block Hour |
| 2023 |
|
| 2022 |
|
| Inc/(Dec) |
|
| % Change |
| ||||
Charter |
| $ | 11,647 |
|
| $ | 11,350 |
|
| $ | 297 |
|
|
| 2.6 | % |
ACMI |
|
| 4,140 |
|
|
| 4,562 |
|
|
| (422 | ) |
|
| -9.3 | % |
Charter revenue for the period was up $0.2 million or 0.8%, from $21.6 million to $21.8 million. The increase was primarily driven by an increase in rate of $297 per block hour from $11,350 to $11,647 per block hour resulting in increased revenue of $0.6 million. The rate improvement is due to several factors including higher pricing for charter services driven by stronger market demand offset by a 15% reduction in the average cost of a gallon of fuel. The rate improvement was partially offset by a decrease in volume of 34 block hours, from 1,907 to 1,873 block hours resulting in a decrease in revenue of $0.4 million.
ACMI revenue for the period increased by $16.9 million from $2.2 million in 2022 to $19.1 million in 2023 and was primarily driven by an increase volume, offset by a reduction in rate. The volume of ACMI flying increased from 473 block hours in 2022 to 4,614 block hours in 2023, an increase of 875.5% or 4,141 block hours. This increase was achievable due to additional regulatory approvals expanding our total addressable market and the availability of additional aircraft which grew from 5.9 to 10.8, an 83.1% increase. Although the Company had seven leased aircraft in the three-month period of 2022, only 5.9 of the aircraft were available for service. The difference between operational readiness and net availability is due to needed maintenance, seat configuration changes, certifications, and proving runs, and can vary widely between aircraft. Conversely in 2023, the Company had 11.3 operational aircraft and of that 10.8 were available for contracted service. The deliveries that account for the increase were as follows; one A319 was delivered in August 2023, one A320 was delivered in April 2023, and three A321s arrived in December 2022, January 2023, and June 2023. In addition, another factor which contributed to the volume increase for both Charter and ACMI flying is the company’s focus on utilization. In the three-month period utilization increased 47.4% from 407 block hours per net available aircraft to 600 block hours per net available aircraft.
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Table of Contents
Other revenue for the period decreased by $5.3 million from $7.0 million in 2022 to $1.7 million in 2023, due a specific contract in 2022 GlobalX was not able to operate due to the Company's lack of regulatory approval. This contract had a guaranteed minimum amount of block hours that were paid even though we were unable to operate the flights. The associated revenue earned under the contract was booked as other revenue with no operational block hours.
Operating Expenses
The following table compares our Operating Expenses (in dollars):
| Three Months Ended |
|
|
|
|
|
|
| ||||||||
Operating Expenses |
| 2023 |
|
| 2022 |
|
| Inc/(Dec) |
|
| % Change |
| ||||
Salaries, Wages, & Benefits |
|
| 15,040,396 |
|
| $ | 7,712,688 |
|
| $ | 7,327,708 |
|
|
| 95.0 | % |
Aircraft Fuel |
|
| 5,742,979 |
|
|
| 7,764,761 |
|
| $ | (2,021,782 | ) |
|
| (26.0 | )% |
Maintenance, materials and repairs |
|
| 2,982,627 |
|
|
| 1,218,221 |
|
| $ | 1,764,406 |
|
|
| 144.8 | % |
Depreciation and amortization |
|
| 565,571 |
|
|
| 193,620 |
|
| $ | 371,951 |
|
|
| 192.1 | % |
Contracted ground and aviation services |
|
| 4,695,291 |
|
|
| 4,631,741 |
|
| $ | 63,550 |
|
|
| 1.4 | % |
Travel |
|
| 1,554,446 |
|
|
| 1,078,854 |
|
| $ | 475,592 |
|
|
| 44.1 | % |
Insurance |
|
| 1,218,818 |
|
|
| 947,342 |
|
| $ | 271,476 |
|
|
| 28.7 | % |
Aircraft Rent |
|
| 9,400,014 |
|
|
| 3,957,508 |
|
| $ | 5,442,506 |
|
|
| 137.5 | % |
Other |
|
| 3,706,751 |
|
|
| 2,489,530 |
|
| $ | 1,217,221 |
|
|
| 48.9 | % |
Total Operating Expenses |
|
| 44,906,893 |
|
| $ | 29,994,265 |
|
| $ | 14,912,628 |
|
|
| 49.7 | % |
Salaries, wages, and benefits grew to $15.0 million up from $7.7 million, a $7.3 million increase, or 95.0%, primarily due to the hiring and training of pilots and other airline personnel necessitated by the growing fleet and operations. The average employees grew from 338 in 2022 to 560 employees in the same period of 2023, an increase of 65.6%. The salaries as a percentage grew faster than the actual head count due to the focus on hiring pilots who on average are some of the highest compensated employees. Specifically, the average pilots employed in the period increase from 62 in 2022 to 118 pilots in 2023.
Aircraft fuel decreased from $7.8 million to $5.7 million, a reduction of $2.0 million, or 26.0% decrease, primarily due to a reduction in the cost of fuel. This reduction is a combination of the average spot price of fuel dropping from $3.39 per gallon in 2022 versus the same period in 2023 where the average price was $2.90 which is a decrease of $0.53 per gallon or a 15.5% reduction. Another factor driving lower fuel costs is the airport where fuel is uplifted. Different airports charge different into plane rates (this is the charge by the fueler for fueling the aircraft) and in 2023 Global, as a percentage, fueled more frequently at lower cost airports. In addition, fuel expense was impacted by the number of Charter hours operated which dropped by 1.8% or 34 block hour, from 1,907 to 1,873.
Maintenance, materials, and repairs increased by $1.8 million, from $1.2 million to $3.0 million, or 144.8%, primarily due to the increase in average aircraft in operation during the periods from seven to 11.3 and the total block hours operated, which increased from 2,395 to 6,506, or 171.7%. Maintenance costs of aircraft are directly correlated to the number of aircraft operated and how many hours those aircraft fly. The growth in these costs is in line with the underlying activity level.
Depreciation and amortization increased $0.4 million, or 192.1%, from $0.2 million to $0.6 million, primarily driven by assets acquired to support our airport operations. These assets include, but are not limited to fuel trucks, tractors, computers, software, and rotable inventory.
Contracted ground and aviation services increased by 1.4% from $4.6 million to $4.7 million. These costs are directly correlated to the number of Charter hours operated in a specific period. The year-over-year variance of Charter hours was down 1.8%, which helps explain why these costs were flat over the same period.
Travel increased $0.5 million or 44.1%, from $1.1 million to $1.6 million, primarily due to the increase in Block Hours operated and the number of crews required to operate those flights incurring airfare and hotel costs in addition to a significant increase in the number of pilots in training who require hotel accommodations during their training period.
Insurance increased $0.3 million, or 28.7%, from $0.9 million to $1.2 million, primarily related to the increase in the number of aircraft. Insurance expense is driven by the number of active aircraft. With each additional delivery, the required premium is increased, albeit as we continue to add aircraft, the cost per aircraft will be reduced.
Aircraft rent increased 137.5% or $5.4 million from $4.0 million to $9.4 million, primarily due to the increase in the number of aircraft and the number of hours operated as rent is impacted by the variable maintenance costs classified as supplemental rent. It should be noted the number of aircraft increased from seven to 11.3 average aircraft equivalents.
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Operating income decreased by $3.1 million, from an operating income of $0.8 million to an operating loss of ($2.3) million. This decrease was driven by the delivery of aircraft which drove up associated cost such as aircraft rent and maintenance, materials, and repairs, many of these expenses are incurred prior to the aircraft ability to generate revenue, and pilot costs which are driven by aircraft deliveries but begin prior to delivery, as crew members must be hired, onboarded, and trained prior to the delivery of aircraft. In addition, in Q3 of 2022 we benefited from a contract that was characterized as other income for which we were paid for hours but did not operate due to regulatory issues.
Non-operating Expenses (Income)
The following table compares our Non-operating Expenses:
| Three Months Ended |
|
|
|
|
|
|
| ||||||||
Non-Operating Expenses |
| 2023 |
|
| 2022 |
|
| Inc/(Dec) |
|
| % Change |
| ||||
Interest Expense |
|
| 2,564,680 |
|
|
| 632,344 |
|
|
| 1,932,336 |
|
|
| 305.6 | % |
Total Non-Operating Expenses (Income) |
| $ | 2,564,680 |
|
| $ | 632,344 |
|
| $ | 1,932,336 |
|
|
| 305.6 | % |
Interest expense, net increased $1.9 million from $0.6 million to $2.6 million, primarily driven by $0.9 million deferred financing costs write-off due to the early termination of prior loans and $1.0 million related to increase of interest expense of new Secured Notes.
Nine months ended September 30, 2023, and 2022
The following table compares our Operating Fleet (average aircraft equivalents during the period), Operating Revenue, and total Block Hours operated describing the degree to which variations in revenues can be attributed to fluctuations in prices and nature of GlobalX services.
| Nine Months Ended |
|
|
|
|
|
|
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Operating Fleet |
| 2023 |
|
| 2022 |
|
| Inc/(Dec) |
|
|
|
| ||||
A319 |
|
| 0.1 |
|
|
| — |
|
|
| 0.1 |
|
| N/A |
| |
A320 |
|
| 6.7 |
|
|
| 5.4 |
|
|
| 1.3 |
|
|
| 24.1 | % |
A321 |
|
| 3.3 |
|
|
| 1.0 |
|
|
| 2.3 |
|
|
| 230.0 | % |
Total Operating Average Aircraft Equivalents |
|
| 10.1 |
|
|
| 6.4 |
|
|
| 3.7 |
|
|
| 57.8 | % |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Net Aircraft Available |
|
| 8.0 |
|
|
| 5.7 |
|
|
| 2.3 |
|
|
| 40.4 | % |
Total Block Hours |
|
| 13,235 |
|
|
| 6,254 |
|
|
| 6,981 |
|
|
| 111.6 | % |
Average Utilization per available aircraft |
|
| 1,654 |
|
|
| 1,097 |
|
|
| 557.2 |
|
|
| 50.8 | % |
Operating Revenue |
| 2023 |
|
| 2022 |
|
| Inc/(Dec) |
|
| % Change |
| ||||
Charter |
| $ | 73,736,659 |
|
| $ | 45,041,540 |
|
| $ | 28,695,119 |
|
|
| 63.7 | % |
ACMI |
|
| 28,564,480 |
|
|
| 11,096,154 |
|
|
| 17,468,326 |
|
|
| 157.4 | % |
Other |
|
| 3,901,388 |
|
|
| 8,474,537 |
|
|
| (4,573,149 | ) |
|
| -54.0 | % |
Total |
|
| 106,202,527 |
|
|
| 64,612,231 |
|
|
| 41,590,296 |
|
|
| 64.4 | % |
Block Hours |
| 2023 |
|
| 2022 |
|
| Inc/(Dec) |
|
| % Change |
| ||||
Charter |
|
| 6,045 |
|
|
| 4,072 |
|
|
| 1,973 |
|
|
| 48.5 | % |
ACMI |
|
| 7,139 |
|
|
| 2,119 |
|
|
| 5,020 |
|
|
| 236.9 | % |
Non Revenue |
|
| 51 |
|
|
| 63 |
|
|
| (12 | ) |
|
| -19.2 | % |
Total |
|
| 13,235 |
|
|
| 6,254 |
|
|
| 6,981 |
|
|
| 111.6 | % |
Revenue per Block Hour |
| 2023 |
|
| 2022 |
|
| Inc/(Dec) |
|
| % Change |
| ||||
Charter |
| $ | 12,198 |
|
| $ | 11,061 |
|
| $ | 1,137 |
|
|
| 10.3 | % |
ACMI |
|
| 4,001 |
|
|
| 5,237 |
|
|
| (1,235 | ) |
|
| -23.6 | % |
Charter revenue for the period was up $28.7 million, from $45.0 million in 2022 to $73.7 million in 2023. The increase was largely driven by increased block hours operated in addition to increased rates. The additional 1,973 block hours operated generated $21.8 million or 76.1% of the $28.7 million in increased revenue. This additional revenue growth was driven by the average revenue per Charter block hour which grew from $11,061 to $12,198 per block hour, an increase of $1,137 per block hour. This rate increase resulted
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Table of Contents
in additional revenue of $6.9 million or 23.9% of the $28.7 million variance. The volume increase was attributable to the availability of aircraft and utilization. Although the Company had 6.4 aircraft in the nine-month period of 2022, only 5.7 of the aircraft were available for service. The difference between operational readiness and net availability is due to needed maintenance, seat configuration changes, certifications, and proving runs, and can vary widely between aircraft. Conversely in 2023, the Company had 10.1 operational aircraft and of that 8.0 were available for contracted service. The deliveries that account for the increase were as follows. One A319 was delivered in August 2023, one A320 was delivered in April 2023, and three A321s arrived in December 2022, January 2023, and June 2023. The Charter rate increase itself was driven by strong demand in the first half of 2023.
ACMI revenue for the period increased $17.5 million from $11.1 million in 2022 to $28.6 million in 2023 and was driven by an increase in volume, offset by a reduction in rate. This was primarily driven by higher minimum guarantees committed to by our customers which typically results in a lower block hour rate. The volume of ACMI flying increased from 2,119 block hours in 2022 to 7,139 block hours in 2023, an increase of 236.9%. This increase was achievable due to the increase of net available aircraft from 5.7 to 8.0, an 40.4% increase. In addition, during the nine-month period utilization increased 50.8% from 1,097 block hours per net available to 1,654 block hours per net available aircraft.
Other revenue for the period decreased by $4.6 million from $8.5 million in 2022 to $3.9 million in 2023, due a specific contract in 2022 GlobalX was not able to operate due to the Company's lack of regulatory approval. This contract had a guaranteed minimum amount of block hours that were paid even though we were unable to operate the flights. The associated revenue earned under the contract was booked as other revenue with no operational block hours.
Operating Expenses
The following table compares our Operating Expenses (in dollars):
| Nine Months Ended |
|
|
|
|
|
|
| ||||||||
Operating Expenses |
| 2023 |
|
| 2022 |
|
| Inc/(Dec) |
|
| % Change |
| ||||
Salaries, Wages, & Benefits |
|
| 38,263,674 |
|
|
| 20,829,632 |
|
|
| 17,434,042 |
|
|
| 83.7 | % |
Aircraft Fuel |
|
| 19,779,420 |
|
|
| 15,402,450 |
|
|
| 4,376,970 |
|
|
| 28.4 | % |
Maintenance, materials and repairs |
|
| 6,308,208 |
|
|
| 3,373,396 |
|
|
| 2,934,812 |
|
|
| 87.0 | % |
Depreciation and amortization |
|
| 1,451,726 |
|
|
| 296,830 |
|
|
| 1,154,896 |
|
|
| 389.1 | % |
Contracted ground and aviation services |
|
| 14,749,228 |
|
|
| 10,674,340 |
|
|
| 4,074,888 |
|
|
| 38.2 | % |
Travel |
|
| 5,155,258 |
|
|
| 3,204,172 |
|
|
| 1,951,086 |
|
|
| 60.9 | % |
Insurance |
|
| 3,588,934 |
|
|
| 2,713,791 |
|
|
| 875,143 |
|
|
| 32.2 | % |
Aircraft Rent |
|
| 21,874,401 |
|
|
| 11,151,412 |
|
|
| 10,722,989 |
|
|
| 96.2 | % |
Other |
|
| 9,668,124 |
|
|
| 7,464,756 |
|
|
| 2,203,368 |
|
|
| 29.5 | % |
Total Operating Expenses |
| $ | 120,838,973 |
|
| $ | 75,110,779 |
|
|
| 45,728,194 |
|
|
| 60.9 | % |
Salaries, wages, and benefits increased by $17.4 million from $20.8 million to $38.3 million, or 83.7% primarily due to the hiring and training of pilots and other airline personnel because of the growing fleet and operations. The average employees in the period of 2022 grew from 227 to 438 employees in the same period of 2023, an increase of 92.9%. In addition, the average pilots employed in the period increase from 55 in 2022 to 103 pilots in 2023.
Aircraft fuel increased $4.4 million or 28.4% from $15.4 million to $20.0 million primarily due two factors, the fluctuation of fuel prices and the change in number of Charter Block Hours operated. Charter Block Hours in the period rose from 4,071 to 6,045 a 48.5% increase. This significant increase was offset by a favorable improvement fuel price in the period. Fuel prices in the 2022 period averaged $3.44 per gallon and fell to $2.71 per gallon for the same period of 2023, a 21.3% improvement.
Maintenance, materials, and repairs increased by $2.9 million, from $3.4 million to $6.3 million, or 87.0%, primarily due to the increase in average aircraft in operation during the periods from 5.7 to 8.0 and the total block hours operated, which increased from 6,254 to 13,234, or 111.6%. Maintenance costs of aircraft are directly correlated to the number of aircraft operated and how many hours those aircraft fly. The growth in these costs is in line with the underlying activity level.
Depreciation and amortization increased $1.2 million or 389.1% from $0.3 million to $1.5 million, primarily driven by assets acquired to support our airport operations. These assets include, but are not limited to fuel trucks, tractors, computers, software, and rotable inventory.
Contracted ground and aviation services increased $4.1 million or 38.2% from $10.7 million to $14.8 million primarily due to the increase in Charter Block Hours, which increased 48.5%. The increase in costs was lower than the increase in Charter Block hours as the cost of ground and aviation services can vary widely by airport and in 2023, there were more flights from lower cost destinations.
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Table of Contents
Travel increased $2.0 million or 60.9% from $3.2 million to $5.2 million, primarily driven by the increase in Block Hours operated and the number of crews required to operate those flights incurring airfare and hotel costs in addition to a significant increase in the number of pilots in training who require hotel accommodations during their training period.
Aircraft rent increased $10.7 million or 96.2% from $11.2 million to $21.9 million, primarily due to the increase in the average number of aircraft and the number of hours operated as rent is impacted by the variable maintenance costs classified as supplemental rent. It should be noted the number of aircraft increased from 6.4 aircraft to 10.1 aircraft.
Operating income decreased by $4.1 million, from an operating loss of ($10.5) million to an operating loss of ($14.6) million. This decrease was driven by the delivery of aircraft which drove up associated cost such as aircraft rent and maintenance, materials, and repairs, many of these expenses are incurred prior to the aircraft ability to generate revenue, and pilot costs which are driven by aircraft deliveries but begin prior to delivery, as crew members must be hired, onboarded, and trained prior to the delivery of aircraft. In addition, in Q3 of 2022 we benefited from a contract that was characterized as other income for which we were paid for hours but did not operate due to regulatory issues.
Non-operating Expenses (Income)
The following table compares our Non-operating Expenses:
| Nine Months Ended |
|
|
|
|
|
|
| ||||||||
Non-Operating Expenses (Income) |
| 2023 |
|
| 2022 |
|
| Inc/(Dec) |
|
| % Change |
| ||||
Interest Expense |
|
| 3,800,956 |
|
|
| 882,975 |
|
|
| 2,917,981 |
|
|
| 330.5 | % |
Total Non-Operating Expenses (Income) |
| $ | 3,800,956 |
|
| $ | 882,975 |
|
| $ | 2,917,981 |
|
|
| 330.5 | % |
Interest expense, net increased $2.9 million from $0.9 million to $3.8 million, primarily driven by $0.9 million deferred financing costs write-off due to the early termination of prior loans and, $1.0 million related to increase of interest expense of new Secured Notes, and $1.0 million related to interest from prior loans and new equipment leases.
Liquidity and Capital Resources
As of September 30, 2023, the Company had approximately $13.0 million in unrestricted cash and cash equivalents, an increase of $11.2 million from December 31, 2022, primarily due to the new $35 million secured notes entered during the quarter ended September 30, 2023. The proceeds from the notes were used to pay off existing loans of approximately $8.8 million as well as approximately $2.9 million of debt issuance costs and discounts, resulting in approximately $23.3 million of net proceeds to the Company which have been used to support the Company's increase in operations. Management believes the current level of cash and cash equivalents together with cash generated from expected increase of sales provides enough liquidity to support the Company's growth.
Net cash used in operating activities during the nine months ended September 30, 2023 increased from $1.8 million to $6.7 million, when compared to the same period in prior year, primarily due to the increase of $4.1 million in accounts receivable and the increase of $3.6 million in operating lease obligations and partially offset by the increase of $2.3 million in accrued liability and other liability when compared to the same period in prior year.
The liquidity impact due to the net loss of $18.4 million incurred during the nine months period ended September 30, 2023 was partially offset noncash items of $10.6 million, including amortization of right of use assets of $5.9 million, share based compensation of $1.7 million, depreciation of $1.5 million and amortization of debt issuance costs of $1.2 million. In addition, the net cash used by operating activities of $6.7 million for the nine months period ended September 30, 2023 was also impacted by the increase of accounts receivable of $4.8 million and operating lease obligations of $6.1 million.
For the nine months ended September 2022, the net cash used for operating activities was $1.8 million, consisting primarily of $11.4 million of net loss, non-cash adjustments of $5.0 million related primarily to amortization of right of use asset of $3.4 million, $795 thousand share-based payments, and $6.2 million in accrued liabilities and other liabilities.
The Company has significant fixed and noncancelable lease commitments of aircraft, equipment and related maintenance checks. As of September 30, 2023, the Company had total of $557 thousand and $10.1 million due in the next 12 months of future minimum lease payments under finance and operating leases, respectively, and approximately $397 thousands in current portion of notes payable included in the current liabilities presented in the Company’s consolidated balance sheet. As of September 30, 2023, the Company had total of $3.2 million and $51.4 million due after 12 months from the balance sheet date of future minimum lease payments under finance and operating leases, respectively, and approximately $28.8 million in notes payable included in the non-current liabilities presented in the Company’s consolidated balance sheet. The Company finished Q3 2023 with 10 passenger aircraft and two cargo aircraft and expects
F-50
Table of Contents
the aircraft fleet to increase to 13 passenger aircraft and five cargo aircraft by the end of 2023. In order to achieve the number of aircraft deliveries in 2023, the Company currently has six aircraft under lease with partial or total deposits paid and six additional aircraft under binding agreements that are subject to execution of definitive lease documentation and fulfillment of certain closing conditions.
During the nine months ended September 30, 2023, net cash used for investing activities increased from $4.5 million to $7.8 million, when compared to the same of period in prior year, primarily due to increase of deposits, deferred costs and other assets of $2.3 million and purchases of property and equipment of $1.0 million.
The Company continuously seeks to identify external sources of capital from time to time depending on our cash requirements, assessment of current and anticipated market conditions, and the after-tax cost of capital. Our access to capital markets can be adversely impacted by prevailing economic conditions and by financial, business and other factors, some of which are beyond our control.
Additionally, the Company’s borrowing costs are affected by market conditions and may be adversely impacted by a tightening in credit markets. The Company regularly assesses our anticipated working capital needs, debt and leverage levels, debt maturities, capital expenditure requirements and future investments or acquisitions to maximize shareholder return, efficiently finance our ongoing operations and maintain flexibility for future strategic transactions. The Company also regularly evaluates its liquidity and capital structure to ensure financial risks, adequate liquidity access and lower cost of capital are efficiently managed. Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
Item 3 – Quantitative and Qualitative Disclosures about Market Risk
Not applicable.
Item 4 – Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our Chief Executive Officer and Chief Financial Officer, referred to collectively herein as the Certifying Officers, are responsible for establishing and maintaining our disclosure controls and procedures that are designed to ensure that information relating to the Company required to be disclosed in the reports that the Company files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, including ensuring that such information is accumulated and communicated to the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
The Certifying Officers have reviewed and evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 240.13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934) as of September 30, 2023. Our Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2023, the Company’s disclosure controls and procedures were not effective, due to the material weaknesses in internal control over financial reporting described below.
Material Weakness in Internal Control over Financial Reporting
Remediation Plans
In order to mitigate the foregoing material weakness, the Company plans to take steps to develop and enhance its internal controls over financial reporting in 2023, including:
As we continue to evaluate and work to improve our internal control over financial reporting, Certifying officers and management may determine that additional measures to address control deficiencies or modifications to the remediation plan are necessary. Therefore, we cannot assure you when the Company will remediate the material weakness identified above, nor can we be certain that additional actions will not be required and what the costs of any such additional actions may be. Moreover, we cannot assure you that additional material weaknesses will not arise in the future.
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Table of Contents
Notwithstanding the material weakness identified in our internal control over financial reporting, we believe that the consolidated financial statements in this quarterly report fairly present, in all material respects, the Company’s consolidated financial condition as of September 30, 2023 and consolidated results of its operations and cash flows for the period then ended, in conformity with U.S. generally accepted accounting principles (“GAAP”).
Changes in Internal Control Over Financial Reporting
There has been no change in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the period ended September 30, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
F-52
Table of Contents
PART II - OTHER INFORMATION
ITEM 1 Legal Proceedings
Current Proceedings
On October 1, 2021, GEM has filed initial pleadings in the Supreme Court of the State of New York, County of New York, claiming the Company breached the share subscription agreement between the parties by failing to pay a $500,000 fee due on May 4, 2021 GEM is requesting repayment in full of the CAD $2,000,000 promissory note issued by the Company to GEM plus accrued interest and costs and expenses related to collection. As of December 31, 2022, the note payable to GEM is recorded in current liabilities on the consolidated balance sheet and the Company expensed the full outstanding amount capitalized as deferred financing costs of $2,809,031.
On January 18, 2023 the Court granted summary judgment in favor of GEM. GEM subsequently filed a motion seeking $2,000,000 CAD, plus interest totaling $218,493.87, with an additional $506.02 accruing each day after January 30, 2023 until entry of Judgment. GEM also seeks $112,584.50 in attorney's fees and $4,884.86 in costs. In 2022, interest and attorney's fees were recorded in current liabilities on the consolidated balance sheet and other expenses non-operating on the consolidated statement of operation.
On March 29th, 2023 Global Crossing Airlines and GEM entered into a final settlement which included a payment plan for the $2,000,000 CAD over nine months plus the extension of the agreement for 12 months. Consequently, GlobalX has adjusted the current liabilities to reverse the previously accrued interest and attorney’s fees no longer due. Upon final payment GEM agrees to file a satisfaction of judgment in County of New York, effectively settling this issue. GlobalX made payments due per final settlement and the outstanding balance of $397,168 ($550,000 CAD), as of September 30, 2023 and included in Current Portion of Notes Payable.
On August 11, 2023 Global Crossing Airlines in combination with Top Flight Charters and its minority interest member filed a lawsuit in the United States District Court Southern District of Florida against Shorts Travel Management, Inc (Shorts) and STM Charters, Inc seeking to have an old non-solicit agreement signed by Top Flight' minority interest member to be declared invalid, that Shorts alleged trade secrets do not exist and sought damages arising from the Shorts defamation per se based on numerous false statements made by Shorts in the marketplace. On October 4, 2023 Shorts responded in court by denying the claims made and countersued all parties for breach of contract and theft of trade secrets. This case will now enter a phase of discovery as we await the courts to schedule the next steps.
There have been no material changes in our risk factors from those disclosed in “Part I. Item 1A. Risk Factors” in our Annual Report on Form 10-K and Form 10-K/A Amendment No.1 for the fiscal year ended December 31, 2022.
ITEM 2 Unregistered Sales of Equity Securities and Use of Proceeds
None.
ITEM 3 Defaults Upon Senior Securities
None.
ITEM 4 Mine Safety Disclosures
Not Applicable.
ITEM 5 Other Information
None.
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Table of Contents
22,518,894 Shares of Common Stock
GLOBAL CROSSING AIRLINES
GROUP INC.
PROSPECTUS
___________________, 2023
Through and including December 21, 2023, 2023 (the 25th day after the date of this offering), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter.
Table of Contents
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution.
The following table sets forth all costs and expenses, other than underwriting discounts and commissions, paid or payable by the Registrant in connection with the sale of the common stock being registered. All amounts shown are estimates except for the Securities and Exchange Commission, or SEC, registration fee, the Financial Industry Regulatory Approval, or FINRA, filing fee and the Nasdaq Capital Market listing fee:
Securities and Exchange Commission registration fee |
| $ | 2,060.74 |
|
Legal fees and expenses |
| * |
| |
Accounting fees and expenses |
| * |
| |
Blue Sky, qualification fees and expenses |
| * |
| |
Transfer agent and registrar fees and expenses |
| * |
| |
Miscellaneous expenses |
| * |
| |
Total |
| * |
| |
* To be completed by amendment
Item 14. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law, or DGCL, authorizes a court to award, or a corporation’s board of directors to grant, indemnity to directors and officers under certain circumstances and subject to certain limitations. The terms of Section 145 of the DGCL are sufficiently broad to permit indemnification under certain circumstances for liabilities, including reimbursement of expenses incurred, arising under the Securities Act of 1933, as amended, or the Securities Act.
As permitted by the DGCL, the Registrant’s Certificate of Incorporation to be effective upon the completion of this offering contains provisions that eliminate the personal liability of its directors for monetary damages for any breach of fiduciary duties as a director, except liability for the following:
As permitted by the DGCL, the Registrant’s Certificate of Incorporation and Bylaws to be effective upon the completion of this offering, provide that:
Prior to the completion of this offering, the Registrant intends to enter into indemnification agreements with each of its current directors and executive officers to provide these directors and executive officers additional contractual assurances regarding the scope of the indemnification set forth in the Registrant’s Certificate of Incorporation and Bylaws and to provide additional procedural protections. There is no pending litigation or proceeding involving a director or executive officer of the Registrant for which indemnification is sought. The indemnification provisions in the Registrant’s Certificate of Incorporation, Bylaws and the indemnification agreements entered into or to be entered into between the Registrant and each of its directors and executive officers may be sufficiently broad to permit indemnification of the Registrant’s directors and executive officers for liabilities arising under the Securities Act.
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Table of Contents
Item 15. Recent Sales of Unregistered Securities
Since July 1, 2020 to November 30, 2023, we have granted equity awards for an aggregate of 1,437,000 shares of our common stock to employees and directors under our Amended Option Plan, 291,667 of which have been cancelled and 674,665 have been exercised and 674,665 shares of common stock issued.
Since July 1, 2020 to November 30, 2023, we have granted equity awards for an aggregate of 9,568,957 shares of our common stock to employees and, directors under our Restricted Share Unit Plan, 1,873,030 of which have been cancelled and 2,538,826 have vested and 2,278,828 shares of common stock issued.
Since July 1, 2020 to November 30, 2023, we have issued 1,265,123 shares to employees pursuant to Employees Stock Purchase plan.
On July 10, 2020, pursuant to the terms of the GEM Facility, the Company issued 2,106,290 warrants to GEM to purchase shares of common stock exercisable at a price of CAD $0.50 per share until May 4, 2023.
In 2020, the Company issued 463,959 shares of common stock pursuant to the settlement of debt of $74,233 owing to various creditors.
In 2020, the Company issued 473,714 shares of common stock for gross proceeds of $320,059 in accordance with the GEM Facility.
On December 18, 2020, the Company issued 158,071 shares of common stock for gross proceeds of $125,034 CAD/$97,871 USD (in accordance with the GEM Agreement).
On July 12, 2021 the Company completed a share capital reorganization creating a new class of shares, Class B non-voting shares.
Year ended December 31, 2021:
Year ended December 31, 2022:
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Table of Contents
Period from January 1, 2023 to September 30, 2023 :
The sales of the above securities were deemed to be exempt from registration under the Securities Act in reliance upon Rule 701 promulgated under Section 3(b) of the Securities Act as transactions by an issuer not involving any public offering or pursuant to benefit plans and contracts relating to compensation as under Rule 701. The recipients of the securities in each of these transactions represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed upon the stock certificates issued in these transactions. All recipients had adequate access, through their relationships with us, to information about us.
The offers, sales, and issuances of the securities described above were deemed to be exempt from registration under Section 4(a)(2) of the Securities Act as a transaction by an issuer not involving a public offering. The recipients of securities in each of these transactions acquired the securities for investment only and not with a view to or for sale in connection with any distribution thereof and appropriate legends were affixed to the securities issued in these transactions.
There were no underwriters employed in connection with any of the transactions set forth in Item 15.
II-3
Table of Contents
Item 16. Exhibits and Financial Statements.
Exhibit |
|
|
| Incorporated by Reference |
| Filed or Furnished | ||||
No. |
| Exhibit Description |
| Form |
| Date |
| Number |
| Herewith |
2.1 |
|
| S-1/A |
| 12/13/21 |
| 2.1 |
|
| |
3.1 |
| Amended and Restated Certificate of Incorporation of Global Crossing Airlines Group Inc. |
| S-1/A |
| 12/13/21 |
| 3.1 |
|
|
3.2 |
| Amended and Restated Bylaws of Global Crossing Airlines Group Inc. |
| S-1 |
| 11/13/21 |
| 3.2 |
|
|
4.1 |
|
|
|
|
|
| 4.1 |
|
| |
4.2 |
|
| S-1/A |
| 12/13/21 |
| 4.2 |
|
| |
4.3 |
|
| S-1/A |
| 12/13/21 |
| 4.3 |
|
| |
4.4 |
|
| 8-K |
| 08/07/23 |
| 4.4 |
|
| |
4.5 |
|
| 8-K |
| 08/07/23/ |
| 4.5 |
|
| |
5.1* |
| Consent of Cozen O’Connor P.C. |
|
|
|
|
|
|
|
|
10.1 |
|
| S-1/A |
| 12/13/21 |
| 10.1 |
|
| |
10.2 |
|
| S-1/A |
| 12/13/21 |
| 10.2 |
|
| |
10.3 |
|
| S-1/A |
| 12/13/21 |
| 10.3 |
|
| |
10.4 |
|
| 8-K |
| 08/07/23 |
| 10.4 |
|
| |
10.5 |
|
| 8-K |
| 08/07/23 |
| 10.5 |
|
| |
10.6 |
|
| 8-K |
| 08/07/23 |
| 10.6 |
|
| |
10.8 |
|
| S-1/A |
| 12/13/21 |
| 10.8 |
|
| |
10.9 |
|
| S-1/A |
| 1/3/22 |
| 10.9 |
|
| |
10.10 |
|
| S-1/A |
| 12/13/21 |
| 10.10 |
|
| |
10.11 |
|
| S-1/A |
| 12/13/21 |
| 10.11 |
|
| |
10.12 |
|
| S-1/A |
| 12/13/21 |
| 10.12 |
|
| |
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Table of Contents
10.13 |
|
| S-1/A |
| 12/13/21 |
| 10.13 |
|
| |
10.14 |
|
| S-1/A |
| 12/13/21 |
| 10.14 |
|
| |
10.15 |
|
| S-1/A |
| 12/13/21 |
| 10.15 |
|
| |
10.16 |
|
| S-1/A |
| 12/13/21 |
| 10.16 |
|
| |
10.18† |
|
| S-1/A |
| 12/13/21 |
| 10.18 |
|
| |
10.19† |
|
| S-1/A |
| 12/13/21 |
| 10.19 |
|
| |
10.20† |
|
| S-1/A |
| 12/13/21 |
| 10.20 |
|
| |
10.21† |
|
| S-1/A |
| 12/13/21 |
| 10.21 |
|
| |
10.22 |
|
| S-1/A |
| 12/13/21 |
| 10.22 |
|
| |
10.23† |
| Form of Indemnification Agreement for Officers and Directors |
| S-1/A |
| 12/13/21 |
| 10.23 |
|
|
10.24 |
|
| S-1/A |
| 12/13/21 |
| 10.24 |
|
| |
10.25 |
|
| S-1/A |
| 12/13/21 |
| 10.25 |
|
| |
10.26 |
|
| S-1/A |
| 12/13/21 |
| 10.26 |
|
| |
10.28 |
|
| S-1/A |
| 12/13/21 |
| 10.28 |
|
| |
10.29 |
|
| S-1/A |
| 12/13/21 |
| 10.29 |
|
| |
10.30 |
| Operating Lease Agreement, dated September 30, 2021, between UMB Bank, NA and the Company |
| S-1/A |
| 12/13/21 |
| 10.30 |
|
|
10.31 |
| Operating Lease Agreement, dated July 9, 2021, between UMB Bank, NA and the Company |
| S-1/A |
| 12/13/21 |
| 10.31 |
|
|
10.32 |
|
| S-1/A |
| 1/18/22 |
| 10.32 |
|
| |
10.34 |
|
| S-1/A |
| 12/13/21 |
| 10.34 |
|
| |
10.35 |
|
| S-1/A |
| 12/13/21 |
| 10.35 |
|
| |
10.36† |
| Employment Agreement, dated September 1, 2021, by and between the Company and Ryan Goepel |
| S-1/A |
| 12/13/21 |
| 10.36 |
|
|
10.37 |
|
| 8-K |
| 8/7/23 |
| 10.37 |
|
| |
10.38 |
|
| 8-K |
| 8/7/23 |
| 10.38 |
|
| |
10.39 |
|
| 8-K |
| 8/7/23 |
| 10.39 |
|
| |
21.1 |
|
| S-1 |
| 12/21/2023 |
| 21.1 |
|
| |
23.1 |
|
| S-1 |
| 12/21/2023 |
| 23.1 |
|
| |
23.2* |
| Consent of Cozen O’Connor P.C. (included in Exhibit 5.1) |
|
|
|
|
|
|
|
|
24.1 |
| Power of Attorney (included in signature page to this registration statement) |
|
|
|
|
|
|
|
|
101.INS |
| Inline XBRL Instance Document. |
|
|
|
|
|
|
|
|
101.SCH |
| Inline XBRL Taxonomy Extension Schema Document.. |
|
|
|
|
|
|
|
|
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Table of Contents
101.CAL |
| Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
|
|
|
|
|
|
|
|
101.DEF |
| Inline XBRL Taxonomy Extension Definition Linkbase Document |
|
|
|
|
|
|
|
|
101.LAB |
| Inline XBRL Taxonomy Extension Label Linkbase Document |
|
|
|
|
|
|
|
|
101.PRE |
| Inline XBRL Taxonomy Extension Presentation LinkbaseDocument. |
|
|
|
|
|
|
|
|
104 |
| Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
|
|
|
|
|
|
|
|
107 |
|
|
|
|
|
|
|
| X |
* † | To be filed by amendment. Indicates management contract or compensatory plan. |
(b) Financial Statement Schedules.
No financial statement schedules are provided because the information called for is not required or is shown either in the financial statements or notes.
Item 17. Undertakings.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
II-6
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this registration statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on the 21st day of December, 2023.
Global Crossing Airlines Group Inc. | ||
|
|
|
By: | /s/Edward Wegel | |
Name: | Edward J. Wegel Chairman and Chief Executive Officer | |
Title: | ||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Edward J. Wegel and Ryan Goepel, and each of them, as his or her true and lawful attorneys-in-fact, proxies and agents, each with full power of substitution and resubstitution and full power to act without the other, for him or her in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments or any abbreviated registration statement and any amendments thereto filed pursuant to Rule 462(b) increasing the number of securities for which registration is sought), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, proxies and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, proxies and agents, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement on Form S-1 has been signed by the following persons in the capacities and on the dates indicated.
Name | Title | Date |
/s/ Edward J. Wegel |
|
|
| Chairman, Chief Executive Officer and Director (Principal Executive Officer) | December 21, 2023 |
/s/ Ryan Goepel |
|
|
| Executive Vice President, Chief Financial Officer and Director (Principal Financial Officer and Principal Accounting Officer) | December 21, 2023 |
/s/ Alan Bird |
|
|
| Director | December 21, 2023 |
/s/ Andrew M. Axelrod |
|
|
| Director | December 21, 2023 |
/s/ Debora Robinson |
|
|
| Director | December 21, 2023 |
/s/ T. Allan McArtor |
|
|
| Vice Chairman, Director | December 21, 2023 |
/s/ Chris Jamroz |
|
|
| Director | December 21, 2023 |
II-7