Global Crossing Airlines Group Inc. - Quarter Report: 2023 June (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2023
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 000-56409
Global Crossing Airlines Group Inc.
(Exact name of registrant as specified in its charter)
Delaware |
|
86-2226137 |
(State or other jurisdiction of incorporation or organization) |
|
(I.R.S. Employer Identification Number) |
4200 NW 36th Street, Building 5A Miami International Airport Miami, Florida |
|
33166 |
(Address of principal executive office) |
|
(Zip Code) |
Registrant’s telephone number, including area code: (786) 751-8503
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes [X] No [ ]
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 |
[X] |
Smaller reporting company |
[X] |
|
|
Emerging growth company |
[X] |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C 7262(b)) by the registered public accounting firm that prepared or issued its audit report. [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
The number of shares outstanding of the registrant’s Common Stock as of August 8, 2023 was 57,459,361 shares, consisting of 38,875,739 shares of common stock, 5,537,313 shares of Class A Non-Voting Common Stock and 13,046,309 shares of Class B Non-Voting Common Stock.
GLOBAL CROSSING AIRLINES GROUP INC.
Form 10-Q
Period Ended June 30, 2023
Index
PART I - FINANCIAL INFORMATION |
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ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
Page |
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Balance Sheets as of June 30, 2023 (unaudited) and December 31, 2022 |
1 |
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Statements of Operations for the Three and Six Months Ended June 30, 2023 and 2022 (unaudited) |
2 |
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3 |
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Statements of Cash Flows for the Six Months Ended June 30, 2023 and 2022 (unaudited) |
4 |
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5 |
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
15 |
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
22 |
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22 |
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23 |
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24 |
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25 |
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i
GLOBAL CROSSING AIRLINES GROUP INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
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June 30, |
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December 31, 2022 |
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(Unaudited) |
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Current Assets |
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Cash and cash equivalents |
|
$ |
4,157,386 |
|
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$ |
1,875,673 |
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Restricted cash |
|
$ |
4,268,749 |
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$ |
3,585,261 |
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Accounts receivable, net of allowance |
|
$ |
5,496,021 |
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|
$ |
2,664,174 |
|
Prepaid expenses and other current assets |
|
$ |
2,913,836 |
|
|
$ |
2,193,449 |
|
Current assets held for sale |
|
$ |
704,777 |
|
|
$ |
1,405,741 |
|
Total Current Assets |
|
$ |
17,540,769 |
|
|
$ |
11,724,298 |
|
Property and equipment, net |
|
$ |
3,105,637 |
|
|
$ |
2,441,288 |
|
Finance leases, net |
|
$ |
3,826,247 |
|
|
$ |
2,710,899 |
|
Operating lease right-of-use assets |
|
$ |
61,602,362 |
|
|
$ |
27,952,609 |
|
Deposits and other assets |
|
$ |
9,033,168 |
|
|
$ |
6,334,878 |
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Total Assets |
|
$ |
95,108,183 |
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$ |
51,163,973 |
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Current liabilities |
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Accounts payable |
|
$ |
9,913,030 |
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|
$ |
4,997,080 |
|
Accrued liabilities |
|
$ |
13,122,583 |
|
|
$ |
9,458,629 |
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Deferred revenue |
|
$ |
7,778,549 |
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$ |
3,200,664 |
|
Customer deposits |
|
$ |
5,875,991 |
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|
$ |
1,617,337 |
|
Current portion of notes payable |
|
$ |
8,507,869 |
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$ |
1,810,468 |
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Current portion of long-term operating leases |
|
$ |
9,148,095 |
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$ |
6,445,915 |
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Current portion of finance leases |
|
$ |
488,342 |
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$ |
335,527 |
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Total current liabilities |
|
$ |
54,834,459 |
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$ |
27,865,621 |
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Other liabilities |
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Note payable |
|
$ |
596,572 |
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$ |
5,081,294 |
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Long-term operating leases |
|
$ |
54,465,291 |
|
|
$ |
23,189,835 |
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Other liabilities |
|
$ |
3,307,364 |
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$ |
2,282,892 |
|
Total other liabilities |
|
$ |
58,369,227 |
|
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$ |
30,554,020 |
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$ |
— |
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|
$ |
— |
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Equity (Deficit) |
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Common stock - $.001 par value; 200,000,000 authorized; 57,307,695 and 53,440,482 issued and outstanding as of June 30, 2023 and December 31, 2022, respectively |
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$ |
57,308 |
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$ |
53,440 |
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Additional paid-in capital |
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$ |
33,473,220 |
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$ |
30,774,197 |
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Retained deficit |
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$ |
(51,626,030 |
) |
|
$ |
(38,083,304 |
) |
Total stockholders’ equity (Deficit) |
|
$ |
(18,095,502 |
) |
|
$ |
(7,255,667 |
) |
Total Liabilities and Equity (Deficit) |
|
$ |
95,108,183 |
|
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$ |
51,163,973 |
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See accompanying notes to condensed consolidated financial statements.
1
GLOBAL CROSSING AIRLINES GROUP INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
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Three Months Ended |
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Three Months Ended |
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Six Months Ended |
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Six Months Ended |
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June 30, 2023 |
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June 30, 2022 |
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June 30, 2023 |
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June 30, 2022 |
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Operating Revenue |
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$ |
31,475,076 |
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$ |
17,441,980 |
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$ |
63,625,630 |
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$ |
33,821,992 |
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Operating Expenses |
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Salaries, Wages, & Benefits |
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12,139,960 |
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7,251,870 |
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23,307,554 |
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13,116,732 |
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Aircraft Fuel |
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6,087,480 |
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4,387,135 |
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14,036,442 |
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7,637,689 |
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Maintenance, materials and repairs |
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1,766,857 |
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964,352 |
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3,325,581 |
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2,155,175 |
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Depreciation and amortization |
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443,016 |
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79,898 |
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886,155 |
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103,212 |
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Contracted ground and aviation services |
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5,201,126 |
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3,087,023 |
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10,053,937 |
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6,037,266 |
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Travel |
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1,346,980 |
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830,208 |
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3,600,813 |
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2,125,530 |
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Insurance |
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1,245,258 |
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909,181 |
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2,370,117 |
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1,766,450 |
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Aircraft Rent |
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6,830,359 |
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3,834,230 |
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12,474,387 |
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7,193,904 |
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Other |
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3,190,502 |
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2,629,323 |
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5,994,566 |
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4,980,561 |
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Total Operating Expenses |
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38,251,539 |
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23,973,220 |
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76,049,552 |
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45,116,519 |
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Operating Loss |
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(6,776,462 |
) |
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(6,531,240 |
) |
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(12,423,922 |
) |
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(11,294,527 |
) |
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Non-Operating Expenses |
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Interest Expense |
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694,560 |
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234,417 |
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1,118,806 |
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250,631 |
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Total Non-Operating Expenses |
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694,560 |
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234,417 |
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1,118,806 |
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250,631 |
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Loss before income taxes |
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(7,471,022 |
) |
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(6,765,657 |
) |
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(13,542,728 |
) |
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(11,545,158 |
) |
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Income tax expense |
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— |
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— |
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— |
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— |
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Net Loss |
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(7,471,022 |
) |
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(6,765,657 |
) |
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(13,542,728 |
) |
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(11,545,158 |
) |
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Loss per share: |
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Basic |
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$ |
(0.13 |
) |
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$ |
(0.13 |
) |
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$ |
(0.24 |
) |
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$ |
(0.22 |
) |
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Diluted |
|
$ |
(0.13 |
) |
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$ |
(0.13 |
) |
|
$ |
(0.24 |
) |
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$ |
(0.22 |
) |
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Weighted average number of shares outstanding |
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56,857,629 |
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51,505,095 |
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55,680,815 |
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51,373,939 |
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Fully diluted shares outstanding |
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56,857,629 |
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51,505,095 |
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|
55,680,815 |
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51,373,939 |
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See accompanying notes to condensed consolidated financial statements.
2
GLOBAL CROSSING AIRLINES GROUP INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(UNAUDITED)
|
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Common Stock Number of Shares |
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Amount |
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Additional Paid in Capital |
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Retained Deficit |
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Total |
|
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Beginning – January 1, 2022 |
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51,237,876 |
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$ |
51,237 |
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$ |
26,456,900 |
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$ |
(22,262,307 |
) |
|
$ |
4,245,830 |
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Issuance of shares – warrants and options exercised |
|
|
20,700 |
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|
21 |
|
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|
9,909 |
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|
— |
|
|
|
9,930 |
|
Warrants issued |
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|
|
|
|
|
|
2,130,642 |
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|
2,130,642 |
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|||
Share based compensation on stock options or RSUs |
|
|
— |
|
|
|
— |
|
|
|
382,612 |
|
|
|
— |
|
|
|
382,612 |
|
Loss for the period |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(4,779,502 |
) |
|
|
(4,779,502 |
) |
Ending – March 31, 2022 |
|
|
51,258,576 |
|
|
$ |
51,258 |
|
|
$ |
28,980,063 |
|
|
$ |
(27,041,809 |
) |
|
$ |
1,989,512 |
|
Issuance of shares – warrants and options exercised |
|
|
1,305,362 |
|
|
|
1,306 |
|
|
|
633,006 |
|
|
|
— |
|
|
|
634,312 |
|
Warrants issued |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Share based compensation on stock options or RSUs |
|
|
— |
|
|
|
— |
|
|
|
343,007 |
|
|
|
— |
|
|
|
343,007 |
|
Subscription receivable |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Loss for the period |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(6,765,657 |
) |
|
|
(6,765,657 |
) |
Ending – June 30, 2022 |
|
|
52,563,938 |
|
|
$ |
52,564 |
|
|
$ |
29,956,076 |
|
|
$ |
(33,807,466 |
) |
|
$ |
(3,798,826 |
) |
|
|
|
|
|
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Common Stock Number of Shares |
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Amount |
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Additional Paid in Capital |
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Retained Deficit |
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Total |
|
|||||
Beginning – January 1, 2023 |
|
|
53,440,482 |
|
|
$ |
53,440 |
|
|
$ |
30,774,197 |
|
|
$ |
(38,083,304 |
) |
|
$ |
(7,255,667 |
) |
Issuance of shares – options exercised |
|
|
150,000 |
|
|
|
150 |
|
|
|
67,106 |
|
|
|
— |
|
|
|
67,256 |
|
Issuance of shares - warrants exercised |
|
|
2,499,453 |
|
|
|
2,499 |
|
|
|
1,133,802 |
|
|
|
— |
|
|
|
1,136,301 |
|
Issuance of shares - share based compensation on RSUs |
|
|
208,416 |
|
|
|
208 |
|
|
|
500,421 |
|
|
|
— |
|
|
|
500,629 |
|
Loss for the period |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(6,071,704 |
) |
|
|
(6,071,704 |
) |
Ending – March 31, 2023 |
|
|
56,298,351 |
|
|
$ |
56,297 |
|
|
$ |
32,475,526 |
|
|
$ |
(44,155,008 |
) |
|
$ |
(11,623,185 |
) |
Issuance of shares – options exercised |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Issuance of shares - warrants exercised |
|
|
227,630 |
|
|
|
228 |
|
|
|
221,434 |
|
|
|
— |
|
|
|
221,662 |
|
Issuance of shares - share based compensation on RSUs |
|
|
481,593 |
|
|
|
482 |
|
|
|
577,580 |
|
|
|
— |
|
|
|
578,062 |
|
Issuance of shares - ESPP |
|
|
300,121 |
|
|
|
301 |
|
|
|
198,680 |
|
|
|
— |
|
|
|
198,981 |
|
Loss for the period |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(7,471,022 |
) |
|
|
(7,471,022 |
) |
Ending – June 30, 2023 |
|
|
57,307,695 |
|
|
$ |
57,308 |
|
|
$ |
33,473,220 |
|
|
$ |
(51,626,030 |
) |
|
$ |
(18,095,502 |
) |
See accompanying notes to condensed consolidated financial statements.
3
GLOBAL CROSSING AIRLINES GROUP INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
|
|
For The Six Months Ended June 30, |
|
|||||
|
|
2023 |
|
|
2022 |
|
||
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
|
|
||
Net loss |
|
$ |
(13,542,728 |
) |
|
$ |
(11,545,158 |
) |
Adjustments to reconcile net loss to net cash (used in) operating activities: |
|
|
|
|
|
|
||
Depreciation |
|
|
893,988 |
|
|
|
103,210 |
|
Bad debt expense (recovery) |
|
|
(17,540 |
) |
|
|
51,356 |
|
Gain on sale of spare parts |
|
|
(107,117 |
) |
|
|
— |
|
Amortization of debt issue costs |
|
|
530,729 |
|
|
|
— |
|
Amortization of operating lease right of use asset |
|
|
3,646,948 |
|
|
|
1,913,191 |
|
Share-based payments |
|
|
1,108,538 |
|
|
|
725,619 |
|
Foreign exchange loss |
|
|
1,200 |
|
|
|
4,652 |
|
Loss on sale of property |
|
|
135,772 |
|
|
|
— |
|
Interest on finance leases |
|
|
202,064 |
|
|
|
— |
|
Changes in assets and liabilities |
|
|
|
|
|
|
||
Accounts receivable |
|
|
(2,931,205 |
) |
|
|
(488,316 |
) |
Assets held for sale |
|
|
700,964 |
|
|
|
— |
|
Prepaid expenses and other current assets |
|
|
(684,068 |
) |
|
|
(563,886 |
) |
Accounts payable |
|
|
4,767,261 |
|
|
|
1,362,684 |
|
Accrued liabilities and other liabilities |
|
|
12,344,141 |
|
|
|
3,614,574 |
|
Operating lease obligations |
|
|
(3,668,823 |
) |
|
|
(1,387,700 |
) |
Other liabilities |
|
|
232,457 |
|
|
|
— |
|
Net cash provided (used) in operating activities |
|
|
3,612,581 |
|
|
|
(6,209,774 |
) |
|
|
|
|
|
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES |
|
|
|
|
|
|
||
Purchases of property and equipment |
|
|
(1,068,839 |
) |
|
|
(863,775 |
) |
Deposits, deferred costs and other assets |
|
|
(2,969,133 |
) |
|
|
(1,889,235 |
) |
Net cash used in investing activities |
|
|
(4,037,972 |
) |
|
|
(2,753,010 |
) |
|
|
|
|
|
|
|
||
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
|
|
||
Payments to related party |
|
|
— |
|
|
|
(197,558 |
) |
Principal payments on finance leases |
|
|
(220,895 |
) |
|
|
— |
|
Proceeds on issuance of shares |
|
|
1,594,353 |
|
|
|
644,242 |
|
Proceeds from note payable |
|
|
2,017,134 |
|
|
|
5,925,529 |
|
Net cash provided by financing activities |
|
|
3,390,592 |
|
|
|
6,372,213 |
|
|
|
|
|
|
|
|
||
Net increase (decrease) in cash, cash equivalents and restricted cash |
|
|
2,965,201 |
|
|
|
(2,590,571 |
) |
|
|
|
|
|
|
|
||
Cash, cash equivalents and restricted cash - beginning of the period |
|
|
5,460,934 |
|
|
|
7,994,001 |
|
Cash, cash equivalents and restricted cash - end of the period |
|
$ |
8,426,135 |
|
|
$ |
5,403,430 |
|
|
|
|
|
|
|
|
||
Non-cash transactions |
|
|
|
|
|
|
||
Right-of-use (ROU) assets acquired through operating leases |
|
$ |
37,296,700 |
|
|
|
5,390,848 |
|
Equipment acquired through finance leases |
|
|
1,334,004 |
|
|
|
— |
|
Note Payable reductions through accounts receivable from sale of Assets held for sale |
|
|
336,385 |
|
|
|
— |
|
|
|
|
|
|
|
|
||
Cash paid for |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Interest |
|
$ |
472,572 |
|
|
|
15,665 |
|
Taxes |
|
- |
|
|
- |
|
||
See accompanying notes to condensed consolidated financial statements.
4
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”), GlobalX A320 Aircraft Acquisitions Corp. (“Acquisition A320”), GlobalX A321 Aircraft Acquisition Corp. (“Acquisition A321”), GlobalX Travel Technologies, Inc. (“Technologies”), GlobalX Air Tours, LLC (“GlobalX Tours”), LatinX Air S.A.S. and GlobalX Colombia S.A.S.. 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, 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, including fluctuations resulting from the global COVID-19 pandemic 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 June 30, 2023, the Company had a working capital deficit of $37,293,689 and a retained deficit of $51,626,030. 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.
5
The Company’s investments in affiliates accounted for using the equity method include an approximately 13% ownership interest in Canada Jetlines Operations Ltd. (“Jetlines”) as of June 30, 2023.
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 June 30, 2023, the Company holds approximately 13% ownership in Jetlines. Jetlines did not generate net income during the year ended on December 31, 2022 and the six months period ended on June 30, 2023.
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 business objectives of the Company and to secure additional aircraft for charter operations. As of June 30, 2023, the Company received $2.5 million from the loan.
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.
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%.
6
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 June 30, 2023, Current Portion of Notes Payable includes the outstanding balance of $994,934, in connection with the payment plan agreed by Global Crossing Airlines and GEM for the $2,000,000 CAD final settlement.
See footnote 12. Subsequent Events for information about the new $35 million of senior secure notes due 2029 and pay-off of the existing debt as of June 30,2023.
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 June 30, 2023 and December 31, 2022, the Company had 38,724,073 and 32,668,320 common shares, 5,537,313 and 5,537,313 Class A Non-Voting Common Shares, and 13,046,309 and 15,234,849 Class B Non-Voting Shares outstanding, respectively.
Following is a summary of the warrant activity during the three and six months periods ended June 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 |
|
|
|
|
|
|
|
|
||
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 |
|
As of June 30, 2022, the following common stock share purchase warrants were outstanding and exercisable:
Outstanding |
|
|
Exercise Price |
|
Remaining life |
|
Expiry Date |
|
|
1,685,375 |
|
|
USD$0.48 |
|
0.18 |
|
September 3, 2022 |
|
203,840 |
|
|
USD$0.62 |
|
0.82 |
|
April 26, 2023 |
|
4,882,838 |
|
|
USD$1.00 |
|
0.82 |
|
April 26, 2023 |
|
2,182,553 |
|
|
USD$0.39 |
|
0.84 |
|
May 4, 2023 |
|
4,838,707 |
|
|
USD$1.24 |
|
1.75 |
|
March 28, 2024 |
|
7,537,313 |
|
|
USD$1.50 |
|
3.83 |
|
April 29, 2026 |
|
21,330,626 |
|
|
|
|
|
|
|
As of June 30, 2023, the following common stock share purchase warrants were outstanding and exercisable:
7
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 |
|
12,376,020 |
|
|
|
|
|
|
|
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, 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 three and six months periods ended June 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 |
|
||
|
|
|
|
|
|
|
|
|
|
|||
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 |
|
|
As of June 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 |
|
|
|
|
|
|
|
|
|
||
As of June 30, 2023, the following stock options were outstanding and exercisable:
8
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 six months ended June 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:
The following is a summary of RSU activities for the three and six months periods ended June 30, 2023 and 2022:
9
|
|
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 |
|
|
|
|
|
|
|
|
||
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 |
|
During the three and six months ended June 30, 2023, the Company recognized share-based payments expense with respect of stock options and RSUs of $607,908 and $1,108,538, respectively. During the three and six months ended June 30, 2022, the Company recognized share-based payments expense with respect to stock options and RSUs of $343,007 and $725,619, respectively.
The remaining compensation that has not been recognized as of June 30, 2023 with regards to RSUs and the weighted average period they will be recognized are $3,767,328 and 2.18 years.
The Company’s expected effective tax rate for the three and six months periods ended June 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 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 January 27, 2023, the Company entered into a lease agreement for 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.
10
On June 21, 2022, the Company entered into a lease agreement for a 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 February 24, 2023, the Company entered into a lease agreement for A330 passenger 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 74 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 16, 2023, the Company signed a lease agreement for A320 passenger aircraft and paid commitment fees to the lessor. The lease will commence upon aircraft delivery which is expected to be in August 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 A320 passenger aircraft and paid commitment fees to the lessor. The lease will commence upon aircraft delivery which is expected to be between October 2023 and March 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.
During the six months ended June 30, 2023, the Company entered into ten 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 June 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 |
|
|
$ |
443,839 |
|
|
$ |
8,358,750 |
|
2024 |
|
|
|
887,679 |
|
|
|
15,557,500 |
|
2025 |
|
|
|
887,679 |
|
|
|
15,455,000 |
|
2026 |
|
|
|
887,679 |
|
|
|
14,322,100 |
|
2027 |
|
|
|
770,680 |
|
|
|
11,510,000 |
|
2028 and thereafer |
|
|
|
1,038,380 |
|
|
|
27,205,710 |
|
Total minimum lease payments |
|
|
|
4,915,936 |
|
|
|
92,409,060 |
|
Less amount representing interest |
|
|
|
1,346,860 |
|
|
|
28,795,674 |
|
Present value of minimum lease payments |
|
|
|
3,569,076 |
|
|
|
63,613,386 |
|
Less current portion |
|
|
|
488,342 |
|
|
|
9,148,095 |
|
Long-term portion |
|
|
|
3,080,734 |
|
|
|
54,465,291 |
|
The table below presents information for lease costs related to the Company's finance and operating leases:
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
||||
Finance lease cost |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Amortization of leased assets |
|
$ |
104,646 |
|
|
$ |
- |
|
|
$ |
218,655 |
|
|
$ |
- |
|
Interest of lease liabilities |
|
|
101,429 |
|
|
|
— |
|
|
|
202,064 |
|
|
|
— |
|
Operating lease cost |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating lease cost (1) |
|
|
1,799,976 |
|
|
|
2,061,074 |
|
|
|
3,646,948 |
|
|
|
1,913,191 |
|
Total lease cost |
|
|
2,006,051 |
|
|
|
2,061,074 |
|
|
|
4,067,667 |
|
|
|
1,913,191 |
|
(1) Expenses are classified within Aircraft Rent on the Company's condensed consolidated statements of operations.
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:
11
|
|
|
June 30, 2023 |
|
|
June 30, 2022 |
|
||
Weighted-average remaining lease term |
|
|
|
|
|
|
|
||
Operating leases |
|
|
6.52 years |
|
|
4.81 years |
|
||
Finance leases |
|
|
5.71 years |
|
|
|
— |
|
|
Weighted-average discount rate |
|
|
|
|
|
|
|
||
Operating leases |
|
|
|
12.12 |
% |
|
|
10.55 |
% |
Finance leases |
|
|
|
12.16 |
% |
|
|
— |
|
The table below presents cash and non-cash activities associated with our leases:
|
|
Six Months Ended June 30, |
|
|||||
|
|
2023 |
|
|
2022 |
|
||
Cash paid for amounts included in the measurement of lease liabilities: |
|
|
|
|
|
|||
Operating cash flows from operating leases |
|
$ |
3,668,823 |
|
|
$ |
1,387,700 |
|
Financing cash flows from finance leases |
|
|
220,895 |
|
|
|
— |
|
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.
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.
The following table shows the computation of basic and diluted earnings per share for the three months ended June 30, 2023 and 2022:
|
|
Three Months Ended |
|
|
Three Months Ended |
|
||
Numerator: |
|
|
|
|
|
|
||
Net income (loss) |
|
$ |
(7,471,022 |
) |
|
$ |
(6,765,657 |
) |
Denominator: |
|
|
|
|
|
|
||
Weighted average common shares outstanding - Basic |
|
|
56,857,629 |
|
|
|
51,505,095 |
|
Dilutive effect of stock options and warrants |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
||
Weighted average common shares outstanding - Diluted |
|
|
56,857,629 |
|
|
|
51,505,095 |
|
|
|
|
|
|
|
|
||
Basic loss per share |
|
$ |
(0.13 |
) |
|
$ |
(0.13 |
) |
Diluted loss per share |
|
$ |
(0.13 |
) |
|
$ |
(0.13 |
) |
12
The following table shows the computation of basic and diluted earnings per share for the six months ended June 30, 2023 and 2022:
|
|
Six Months Ended |
|
|
Six Months Ended |
|
||
Numerator: |
|
|
|
|
|
|
||
Net loss |
|
$ |
(13,542,728 |
) |
|
$ |
(11,545,158 |
) |
Denominator: |
|
|
|
|
|
|
||
Weighted average common shares outstanding - Basic |
|
|
55,680,815 |
|
|
|
51,373,939 |
|
Dilutive effect of stock options and warrants |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
||
Weighted average common shares outstanding - Diluted |
|
|
55,680,815 |
|
|
|
51,373,939 |
|
|
|
|
|
|
|
|
||
Basic loss per share |
|
$ |
(0.24 |
) |
|
$ |
(0.22 |
) |
Diluted loss per share |
|
$ |
(0.24 |
) |
|
$ |
(0.22 |
) |
There were 12,376,020 warrants, 470,668 options, and 4,772,923 RSUs outstanding at June 30, 2023 and 21,330,626 warrants, 870,668 options and 2,172,500 RSUs outstanding at June 31, 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 six months ended June 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 June 30, 2023, Global Crossing Airlines hold approximately 13% of the outstanding at June 30, 2023. Currently, Global continues to provide back-office support including sharing the costs of the Company’s aircraft fleet management software (TRAX).
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 June 30, 2023 and 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 who holds approximately 4% of issued and outstanding shares. The Company made advanced payments totaling $250,000 to Smartlynx as security deposit for one passenger aircraft and it is included in deposits and other assets on the consolidated balance sheets as of June 30, 2023 and December 31, 2022.
12. SUBSEQUENT EVENTS
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 2, 2023, the Company announced the closing of the placement of $35 million of senior secure notes due 2029.
The terms of the senior secure notes include:
13
14
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. 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 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, C Checks,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.
15
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 first half of 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 rapidly expand through the delivery of several aircraft while preparing the organization for what will be an incredibly business second half of 2023. 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 first half of 2023 has achieved the following:
From an aircraft perspective GlobalX in the first half of 2023 has achieved the following:
From a crew perspective GlobalX in the first half of 2023 has achieved the following:
In short, the first half of the year 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:
GlobalX also maintains two additional crew bases at the following locations:
16
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
17
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. 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
The following discussion should be read in conjunction with our Financial Statements and other financial information appearing and referred to elsewhere in this report.
Three months ended June 30, 2023 and 2022
Operating Statistics
The following table compares our Operating Fleet (average aircraft equivalents during the period) and total Block Hours operated:
18
Operating Revenue, Fleet & Block Hours
|
|
Three Months Ended |
|
|
|
|
|
|
|
|
|||||||
|
|
2023 |
|
|
2022 |
|
|
Inc/(Dec) |
|
|
% Change |
|
|
||||
Operating Revenue |
|
$ |
31,475,076 |
|
|
$ |
17,441,980 |
|
|
$ |
14,033,096 |
|
|
|
80.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
Three Months Ended |
|
|
|
|
|
|
|
|
|||||||
Operating Fleet |
|
2023 |
|
|
2022 |
|
|
Inc/(Dec) |
|
|
|
|
|
||||
A320 |
|
|
8.0 |
|
|
|
5.3 |
|
|
|
2.7 |
|
|
|
|
|
|
A321 |
|
|
2.7 |
|
|
|
1.0 |
|
|
|
1.7 |
|
|
|
|
|
|
Total Operating Average Aircraft Equivalents |
|
|
10.7 |
|
|
|
6.3 |
|
|
|
4.4 |
|
|
|
|
|
|
Net Aircraft Available |
|
|
7.8 |
|
|
|
5.9 |
|
|
|
2.0 |
|
|
|
|
|
|
Total Block Hours |
|
|
3,585 |
|
|
|
2,108 |
|
|
|
1,477 |
|
|
|
|
|
|
Average Utilization per available aircraft |
|
|
457.9 |
|
|
|
358.5 |
|
|
|
99.4 |
|
|
|
|
|
|
Operating Revenue increased $14.0M or 80.5%, while Block Hours increased by 1,477 or 70% The increase in revenue is primarily driven by a 33% increase in net available aircraft, an increase of average utilization of 27% driven by an increase in pilots, customers, and an increase in Charter block hours as a percentage of total hours of 17%. Generally, a block hour operated on a Charter basis is 2.5x higher than a block hour operated on an ACMI basis.
Operating Expenses
The following table compares our Operating Expenses (in dollars):
|
|
Three Months Ended |
|
|
|
|
|
|
|
|||||||
Operating Expenses |
|
2023 |
|
|
2022 |
|
|
Inc/(Dec) |
|
|
% Change |
|
||||
Salaries, Wages, & Benefits |
|
$ |
12,139,960 |
|
|
$ |
7,251,870 |
|
|
$ |
4,888,090 |
|
|
|
67.4 |
% |
Aircraft Fuel |
|
|
6,087,480 |
|
|
|
4,387,135 |
|
|
|
1,700,345 |
|
|
|
38.8 |
% |
Maintenance, materials and repairs |
|
|
1,766,857 |
|
|
|
964,352 |
|
|
|
802,505 |
|
|
|
83.2 |
% |
Depreciation and amortization |
|
|
443,016 |
|
|
|
79,898 |
|
|
|
363,118 |
|
|
|
454.5 |
% |
Contracted ground and aviation services |
|
|
5,201,126 |
|
|
|
3,087,023 |
|
|
|
2,114,103 |
|
|
|
68.5 |
% |
Travel |
|
|
1,346,980 |
|
|
|
830,208 |
|
|
|
516,772 |
|
|
|
62.2 |
% |
Insurance |
|
|
1,245,258 |
|
|
|
909,181 |
|
|
|
336,077 |
|
|
|
37.0 |
% |
Aircraft Rent |
|
|
6,830,359 |
|
|
|
3,834,230 |
|
|
|
2,996,130 |
|
|
|
78.1 |
% |
Other |
|
|
3,190,503 |
|
|
|
2,629,323 |
|
|
|
561,180 |
|
|
|
21.3 |
% |
Total Operating Expenses |
|
$ |
38,251,539 |
|
|
$ |
23,973,220 |
|
|
$ |
14,278,320 |
|
|
|
59.6 |
% |
Salaries, wages, and benefits increased $4.9 million, or 67.4% primarily due to the hiring and training of pilots and other airline personnel as a result of the growing fleet and operations.
Aircraft fuel increased $1.7 million or 38.8% primarily due a 121% increase in Charter Block Hours which was significantly offset by an average decrease in the cost of fuel on a per gallon basis.
Maintenance, material and repairs increased by $0.8 million or 83.2% primarily due to an increase in the number of aircraft and costs associated with several non-heavy maintenance events in the quarter.
Depreciation and amortization increased by $0.4 million or 454% primarily due to an increased in the number of rotable parts, scrapping of rotable parts and amortization of new heavy maintenance events and leasehold improvements related to the onboarding of new aircraft.
Contracted ground and aviation services increased $2.1 million or 68.5% primarily due to the increase in Block Hours.
Travel increased by $0.5 million or 62.2% primarily due to the increase in Block Hours and a significant increase in the number of pilots in training who require hotel accommodations.
19
Aircraft rent increased by $3.0 million or 78.1% primarily due to the increase in the number of aircraft from nine aircraft to eleven aircraft.
Other increased by $0.8 million or 28.6% primarily due to costs associated with recruiting fees and investor relations activities.
Non-operating Expenses
The following table compares our Non-operating Expenses:
|
|
Three Months Ended |
|
|
|
|
|
|
|
|||||||
Non-Operating Expenses |
|
2023 |
|
|
2022 |
|
|
Inc/(Dec) |
|
|
% Change |
|
||||
Interest Expense |
|
|
694,560 |
|
|
|
234,417 |
|
|
|
460,143 |
|
|
|
196.3 |
% |
Total Non-Operating Expenses |
|
$ |
694,560 |
|
|
$ |
234,417 |
|
|
$ |
460,143 |
|
|
|
196.3 |
% |
Interest Expense increased by $0.5 million or 196% primarily driven by interest expense on the debentures issued during March 2022 and the working capital loan of $2.5 million (up to $5 million) entered in January 2023.
Six months ended June 30, 2023, and 2022
Operating Revenue, Fleet & Block Hours
The following table compares our Operating Revenue (in dollars):
|
|
Six Months Ended |
|
|
|
|
|
|
|
|
|||||||
|
|
2023 |
|
|
2022 |
|
|
Inc/(Dec) |
|
|
% Change |
|
|
||||
Operating Revenue |
|
$ |
63,625,630 |
|
|
$ |
33,821,992 |
|
|
$ |
29,803,638 |
|
|
|
88.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
Six Months Ended |
|
|
|
|
|
|
|
|
|||||||
Operating Fleet |
|
2023 |
|
|
2022 |
|
|
Inc/(Dec) |
|
|
|
|
|
||||
A320 |
|
|
7.5 |
|
|
|
5.2 |
|
|
|
2.3 |
|
|
|
|
|
|
A321 |
|
|
2.3 |
|
|
|
1.0 |
|
|
|
1.3 |
|
|
|
|
|
|
Total Operating Average Aircraft Equivalents |
|
|
9.8 |
|
|
|
6.2 |
|
|
|
3.6 |
|
|
|
|
|
|
Net Aircraft Available |
|
|
8.0 |
|
|
|
5.7 |
|
|
|
2.3 |
|
|
|
|
|
|
Total Block Hours |
|
|
6,719 |
|
|
|
3,773 |
|
|
|
2,946 |
|
|
|
|
|
|
Average Utilization per available aircraft |
|
|
836.8 |
|
|
|
663.2 |
|
|
|
173.6 |
|
|
|
|
|
|
Operating Revenue increased $29.8 million or 88.1%, while Block Hours increased by 2,946 or 78%. The increase in revenue is primarily driven by a 41% increase in net available aircraft, an increase of average utilization of 26% driven by an increase in pilots and customers, and an increase in Charter block hours as a percentage of total block hours of 17%. Generally, a block hour operated on a Charter basis is 2.5x higher than a block hour operated on an ACMI basis.
Operating Expenses
The following table compares our Operating Expenses (in dollars):
20
|
|
Six Months Ended |
|
|
|
|
|
|
|
|||||||
Operating Expenses |
|
2023 |
|
|
2022 |
|
|
Inc/(Dec) |
|
|
% Change |
|
||||
Salaries, Wages, & Benefits |
|
|
23,307,554 |
|
|
|
13,116,732 |
|
|
$ |
10,190,822 |
|
|
|
77.7 |
% |
Aircraft Fuel |
|
|
14,036,442 |
|
|
|
7,637,689 |
|
|
|
6,398,753 |
|
|
|
83.8 |
% |
Maintenance, materials and repairs |
|
|
3,325,581 |
|
|
|
2,155,175 |
|
|
|
1,170,406 |
|
|
|
54.3 |
% |
Depreciation and amortization |
|
|
886,155 |
|
|
|
103,212 |
|
|
|
782,943 |
|
|
|
758.6 |
% |
Contracted ground and aviation services |
|
|
10,053,937 |
|
|
|
6,037,266 |
|
|
|
4,016,671 |
|
|
|
66.5 |
% |
Travel |
|
|
3,600,813 |
|
|
|
2,125,530 |
|
|
|
1,475,283 |
|
|
|
69.4 |
% |
Insurance |
|
|
2,370,117 |
|
|
|
1,766,450 |
|
|
|
603,667 |
|
|
|
34.2 |
% |
Aircraft Rent |
|
|
12,474,387 |
|
|
|
7,193,904 |
|
|
|
5,280,483 |
|
|
|
73.4 |
% |
Other |
|
|
5,994,566 |
|
|
|
4,980,561 |
|
|
|
1,014,005 |
|
|
|
20.4 |
% |
Total Operating Expenses |
|
$ |
76,049,552 |
|
|
$ |
45,116,519 |
|
|
$ |
30,933,033 |
|
|
|
68.6 |
% |
Salaries, wages, and benefits increased $10.1 million, or 77.7% primarily due to the hiring and training of pilots and other airline personnel as a result of the growing fleet and operations.
Aircraft fuel increased $6.4 million or 83.8% primarily due to a 121% increase in Charter Block Hours which was significantly offset by an average decrease in the cost of fuel on a per gallon basis..
Maintenance, materials and repairs increased $1.2 million or 54.3% primarily due to the increase in the number of aircraft.
Depreciation and amortization increased $0.8 million or 758% primarily due to an increased in the number of rotable parts, scrapping of rotable parts and amortization of new heavy maintenance events and leasehold improvements related to the onboarding of new aircraft.
Contracted ground and aviation services increased $3.9 million or 65.5% primarily due to the increase in Block Hours.
Travel increased $1.4 million or 69.4% primarily driven by the increase in Block Hours and costs associated with training new crew.
Aircraft rent increased $5.3 million or 73.4% primarily due to the increase in the number of aircraft from six aircraft to eleven aircraft.
Non-operating Expenses
The following table compares our Non-operating Expenses (in dollars):
|
|
Six Months Ended |
|
|
|
|
|
|
|
|||||||
Non-Operating Expenses (Income) |
|
2023 |
|
|
2022 |
|
|
Inc/(Dec) |
|
|
% Change |
|
||||
Interest Expense |
|
|
1,118,806 |
|
|
|
250,631 |
|
|
|
868,175 |
|
|
|
346.4 |
% |
Total Non-Operating Expenses (Income) |
|
$ |
1,118,806 |
|
|
$ |
250,631 |
|
|
$ |
868,175 |
|
|
|
346.4 |
% |
Interest Expense increased by $0.9 million or 346% primarily driven by interest expense on the debentures issued during March 2022 and the working capital loan of $2.5 million (up to $5 million) entered in January 2023.
Liquidity and Capital Resources
The most significant liquidity events for the six months ended June 30, 2023 and 2022 were as follows:
Operating Activities. For the six months ended June 30, 2023, Net cash provided by operating activities increased by $9.8 million to $3.6 million, which primarily reflected Net loss of $13.5 million, increase in accounts receivable of $2.9 million, increase in Prepaid expenses and other current assets of $684.1 thousand, decrease in operating lease obligations of $3.7 million, partially offset by an increase in accounts payable of $4.8 million, and an increase in accrued liabilities and other liabilities of $12.7 million. The Net loss was also offset by noncash adjustments of $886.1 thousand for depreciation expense, $1.1 million for share-based payments, $3.6 million for amortization of right-of-use assets and $530.7 thousand for amortization of debt issuance costs. For the six months ended June 30, 2022, net cash used by operating activities was $6.2 million, which primarily reflected net loss of $11.6 million, an increase in Accounts Receivable of $488.3 thousand, increase in Prepaid expenses and other current assets of $563.9 thousand, and a decrease in operating lease obligations of $1.4 million. These were partially offset by noncash adjustments of $725.6 thousand for share-based payments, and $1.9 million for amortization of right-of-use assets, an increase in accrued liabilities of $3.6 million, and an increase in accounts payable of $1.4 million.
21
Investing Activities. For the six months ended June 30, 2023, Net cash used for investing activities increased by $1.3 million to $4.0 million related to $3.0 of increase in Deposits, deferred costs and other assets, and $1.0 million of Purchases of property and equipment. For the six months ended June 30, 2022, Net cash used for investing activities was $2.8 million, related to an increase of $1.9 million of Deposits, deferred costs and other assets and $863.8 thousand of Purchases of property and equipment.
Financing Activities. For the six months ended June 30, 2023, Net cash provided by financing activities decreased by $3.0 million to $3.4 million, consisting of $2.0 million of Note Payable, Proceeds on issuance of shares of $1.6 million, partially offset by $220.9 thousand in Principal payments on finance leases. For the six months ended June 30, 2022, Net cash provided by financing activities was $6.4 million, which reflected $5.9 million related to Note Payable and $644.2 thousand of Proceeds on issuance of shares, partially offset by $197.6 thousand for payments to related parties.
We may access external sources of capital from time to time depending on our cash requirements, assessments 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, our borrowing costs are affected by market conditions and may be adversely impacted by a tightening in credit markets.
We do not expect to pay any significant U.S. federal income tax in 2023.
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 June 30, 2023. Our Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2023, the Company’s disclosure controls and procedures were effective.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during fiscal quarter ended June 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
22
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 $994,934 as of June 30, 2023 and included in Current Portion of Notes Payable.
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 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.
23
Item 6 - Exhibits
Exhibit Number |
|
Description |
31.1* |
|
Rule 13a-14(a)/15d-14(a) Certification of acting principal executive officer. * |
31.2* |
|
Rule 13a-14(a)/15d-14(a) Certification of acting principal financial officer. * |
32.1* |
|
|
32.2* |
|
|
101.INS |
|
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. |
101.SCH |
|
Inline XBRL Taxonomy Extension Schema Document |
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 Linkbase Document |
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Filed herewith.
24
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURE |
|
TITLE |
|
DATE |
|
|
|
|
|
/s/ Edward Wegel |
|
CEO |
|
August 10, 2023 |
Edward Wegel |
|
|
|
|
|
|
|
|
|
/s/ Ryan Goepel |
|
CFO |
|
August 10, 2023 |
Ryan Goepel |
|
|
|
|
|
|
|
|
|
/s/ Alan Bird |
|
Director |
|
August 10, 2023 |
Alan Bird |
|
|
|
|
|
|
|
|
|
/s/ T. Allan McArtor |
|
Director |
|
August 10, 2023 |
T. Allan McArtor |
|
|
|
|
|
|
|
|
|
/s/ John Quelch |
|
Director |
|
August 10, 2023 |
John Quelch |
|
|
|
|
|
|
|
|
|
/s/ Deborah Robinson |
|
Director |
|
August 10, 2023 |
Deborah Robinson |
|
|
|
|
|
|
|
|
|
/s/ Cordia Harrington |
|
Director |
|
August 10, 2023 |
Cordia Harrington |
|
|
|
|
|
|
|
|
|
25