United States securities and exchange commission logo
October 5, 2023
Ryan Goepel
Chief Financial Officer
Global Crossing Airlines Group Inc.
4200 NW 36th Street
Building 5A
Miami International Airport
Miami, Florida 33166
Re: Global Crossing
Airlines Group Inc.
Form 10-K for the
Fiscal Year ended December 31, 2022
Filed March 10,
2023
File No. 000-56409
Dear Ryan Goepel:
We have reviewed your September 21, 2023 response to our comment
letter and have the
following comments.
Please respond to this letter within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe a
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your response to this letter, we may have
additional comments. Unless
we note otherwise, any references to prior comments are to comments in
our September 7, 2023
letter.
Form 10-K for the Fiscal Year Ended December 31, 2022
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operations, page 24
1. We note that revisions
proposed in response to prior comment 2 include a revenue
variance analysis in
which you attribute the change in revenues to increases in volume,
indicating block hours
increased 416% and average available aircraft increased 448%,
though without
identifying the effects of any changes in price. However, based on the
information you have
provided it appears that revenue per block hour of $11,204 for 2022
reflects an increase of
32% from revenue per block hour of $8,516 for 2021.
Please further expand
your proposed revisions to more clearly address the requirements in
Ryan Goepel
FirstName LastNameRyan Goepel
Global Crossing Airlines Group Inc.
Comapany
October NameGlobal Crossing Airlines Group Inc.
5, 2023
October
Page 2 5, 2023 Page 2
FirstName LastName
Item 303(b)(2)(iii) of Regulation S-K, to describe the extent to which
changes in revenues
are attributable to changes in prices and separately to changes in the
volume or amount of
goods or services being sold.
2. We note that in response to prior comment three you proposed changes
regarding specific
adjustments related to your calculations of non-GAAP measures though
did not address
the concern of disclosing non-GAAP measures with greater prominence
than GAAP
measures.
For example, the headline and the first two paragraphs of your
earnings release filed on
Form 8-K on March 14, 2023 include a discussion of non-GAAP measures
though do not
include any comparable discussion of GAAP measures such as operating
loss and net
loss.
Please refrain from presenting non-GAAP measures, including any
discussion and
analysis of the non-GAAP measures, in advance of and in the absence of
the most directly
comparable GAAP measure and a corresponding discussion and analysis,
in future
earning releases, investor presentations, and periodic reports.
You may refer to the answer to Question 102.10 of our Non-GAAP
Compliance and
Disclosure Interpretations at https://www.sec.gov/
corpfin/non-gaap-financial-measures if
you require further clarification. These requirements would also
pertain to an earnings
release headline or caption that includes a non-GAAP measure.
3. We note that revisions proposed in response to prior comment four
include language
stating that you believe it is important "...to highlight start-up
expenses, creating an asset
to support future revenue," which seems to suggest the costs are both
expensed and
capitalized.
Please further revise this proposed disclosure to disassociate the
term asset from your
discussion of start-up costs that are being expensed.
4. We note your response to prior comment five indicating you believe
that EBITDAR is
useful as it allows for the comparison of a normalized metric among
different sized
airlines that purchase and/or lease their aircraft. Please provide
such clarification for
investors in your future earnings releases.
Liquidity and Capital Resources , page 25
5. We note that revisions proposed in response to prior comment six
indicate that additional
projected aircraft in 2023 include four that are under LOI.
Please further clarify your use of the acronym and if this is a
reference to a letter of intent,
disclose the salient terms of the arrangement that are being
contemplated, including the
timeframe and a discussion of any uncertainties that will need to be
resolved.
Ryan Goepel
Global Crossing Airlines Group Inc.
October 5, 2023
Page 3
Note 2 - Basis of Presentation and Summary of Significant Accounting Policies
Revenue Recognition , page 37
6. We note that you include certain draft disclosures addressing some but
not all of the
concerns identified in prior comment eight. Please address the
following;
Further revise to disclose any obligations for refunds or
similar obligations pursuant
to FASB ASC 606-10-50-12(d), or to clarify if there are none;
Disclose your policy of accounting for customer deposits to
comply with FASB
ASC 235-10-50-1; and
Clarify your rationale for distinguishing customer deposits
from deferred revenue.
Please contact John Cannarella at 202-551-3337 or Karl Hiller at
202-551-3686 if you
have questions regarding comments on the financial statements and related
matters.
FirstName LastNameRyan Goepel Sincerely,
Comapany NameGlobal Crossing Airlines Group Inc.
Division of
Corporation Finance
October 5, 2023 Page 3 Office of Energy
& Transportation
FirstName LastName