Global Crossing Airlines has $70.5M working capital deficit
As of September 30, 2026, GlobalX reported a $70.5 million working capital deficit and substantial doubt about its ability to continue as a going concern.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Global Crossing Airlines Group Inc. (JETBF) reported third-quarter revenue of $71.768 million, up from $58.022 million a year earlier, and net income attributable to the company of $238,000 versus a $1.959 million loss. Operating income was $4.043 million, compared with $1.035 million. Charter revenue was $13.471 million, up from $2.310 million; ACMI revenue was $55.154 million versus $53.216 million. For the first nine months, revenue was $210.352 million versus $186.004 million, while net income attributable to the company was $1.592 million compared with a $1.197 million loss.
As of September 30, 2026, GlobalX had a $70.5 million working capital deficit, $13.344 million in cash and cash equivalents, and $945,000 in restricted cash. It said that without ongoing income generation or additional financing it would be unable to fund general and administrative expenses and working capital requirements for the next 12 months; material uncertainties raise substantial doubt about its ability to continue as a going concern. Cargo block hours fell 39.5% versus the same nine-month period in 2025, and management described the soft cargo charter market as a significant drag on earnings. Operating cash flow was $16.439 million versus $9.540 million in the prior-year period.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate pointRevenue increased 23.7% quarterly and 13.1% over nine months.
- Moderate pointNine-month net income reached $1.592 million, versus a $1.197 million loss.
- Moderate pointNine-month operating cash flow was $16.439 million, versus $9.540 million.
Negative
- Major pointA $70.5 million working capital deficit accompanied substantial doubt about going concern. 1.8× market cap
- Moderate pointCargo block hours fell 39.5%; management cited a significant earnings drag.
Key Figures
Key Terms
ACMI technical
Block Hour technical
12Y Check technical
working capital deficit financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much revenue and profit did JETBF report in Q3 2026?
Does JETBF disclose a going-concern risk?
How much of JETBF's revenue came from one customer?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
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For the transition period from to
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Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
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.
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).
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 |
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Accelerated filer |
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Emerging growth company |
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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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [
The number of shares outstanding of the registrant’s Common Stock as of November 3, 2026 was 69,772,815 shares, consisting of
GLOBAL CROSSING AIRLINES GROUP INC.
Form 10-Q
Period Ended September 30, 2026
Index
Global Crossing Airlines Group Inc. |
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ITEM 1. GLOBAL CROSSING AIRLINES GROUP INC. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
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Condensed Consolidated Balance Sheets as of September 30, 2026 (Unaudited) and December 31, 2025 |
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Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2026 and 2025 (Unaudited) |
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Condensed Consolidated Statements of Stockholders’ Equity for the Three and Nine Months Ended September 30, 2026 and 2025 (Unaudited) |
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Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2026 and 2025 (Unaudited) |
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Notes to Condensed Consolidated Financial Statements (Unaudited) |
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
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ITEM 4. CONTROLS AND PROCEDURES |
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PART II - OTHER INFORMATION |
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ITEM 6. EXHIBITS |
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SIGNATURES |
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2
PART I. Financial Information
ITEM 1. FINANCIAL STATEMENTS
GLOBAL CROSSING AIRLINES GROUP INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except par value and share quantities)
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September 30, 2026 |
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December 31, 2025 |
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(Unaudited) |
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Current Assets |
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Cash and cash equivalents |
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Restricted cash |
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Accounts receivable, net of allowance for credit losses |
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Prepaid expenses and other current assets |
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Spare parts |
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Total Current Assets |
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Property and equipment, net |
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Finance leases, net |
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Deposits |
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Other assets |
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Total Assets |
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Current liabilities |
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Accounts payable |
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Accrued liabilities |
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Deferred revenue |
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Customer deposits |
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Current portion of note payable |
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Current portion of long-term operating leases |
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Current portion of finance leases |
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Total current liabilities |
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Other liabilities |
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Note payable, net of unamortized debt issuance costs |
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Long-term operating leases |
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Long-term finance leases |
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Other liabilities |
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Total other liabilities |
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Total Liabilities |
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$ |
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Commitments and Contingencies (Note 10) |
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Stockholders’ Equity (Deficit) |
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Common Stock |
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$ |
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Additional paid-in capital |
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Retained deficit |
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Total Company’s stockholders’ deficit |
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Noncontrolling interest |
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Total stockholders’ deficit |
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Total Liabilities and Deficit |
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$ |
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$ |
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See accompanying notes to condensed consolidated financial statements.
3
GLOBAL CROSSING AIRLINES GROUP INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(In thousands, except share and per share amounts)
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Three Months Ended September 30, 2026 |
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Three Months Ended September 30, 2025 |
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Nine Months Ended September 30, 2026 |
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Nine Months Ended September 30, 2025 |
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Revenue |
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$ |
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$ |
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Operating Expenses |
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Salaries, Wages, & Benefits |
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Aircraft Fuel |
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Maintenance, materials and repairs |
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Depreciation and amortization |
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Contracted ground and aviation services |
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Travel |
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Insurance |
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Aircraft Rent |
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Other |
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Total Operating Expenses |
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$ |
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$ |
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$ |
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$ |
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Operating Income |
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Non-Operating Expenses |
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Interest Expense |
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Gain on Settlement |
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Total Non-Operating Expenses |
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Income (Loss) before income taxes |
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Income tax expense |
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Net Income (Loss) |
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Net (Loss) Income attributable to Noncontrolling Interest |
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Net Income (Loss) attributable to the Company |
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Income (Loss) per share: |
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Basic |
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$ |
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$ |
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$ |
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Diluted |
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$ |
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$ |
( |
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$ |
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$ |
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Weighted average number of shares outstanding |
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Weighted-average shares outstanding—Diluted |
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See accompanying notes to condensed consolidated financial statements.
4
GLOBAL CROSSING AIRLINES GROUP INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
(UNAUDITED)
(In thousands, except share quantities)
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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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Noncontrolling Interest |
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Total |
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Beginning – January 1, 2025 |
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$ |
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$ |
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$ |
( |
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$ |
( |
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$ |
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Issuance of shares – options exercised |
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— |
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— |
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Issuance of shares – share based compensation on RSUs |
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— |
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— |
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Income for the period |
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— |
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— |
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— |
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Issuance of shares - ESPP |
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— |
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— |
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— |
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Ending – March 31, 2025 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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Issuance of shares – options exercised |
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— |
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— |
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Issuance of shares – share based compensation on RSUs |
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— |
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Issuance of shares - ESPP |
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— |
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— |
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— |
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Proceeds from disgorgement of stockholders' short-swing profits (Note 12) |
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— |
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— |
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— |
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— |
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Distributions to noncontrolling interest |
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— |
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— |
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— |
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Income for the period |
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— |
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Ending – June 30, 2025 |
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$ |
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$ |
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$ |
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Issuance of shares – share based compensation on RSUs |
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— |
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— |
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Distributions to noncontrolling interest |
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— |
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— |
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- |
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(Loss) Income for the period |
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— |
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— |
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— |
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( |
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( |
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( |
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Ending – September 30, 2025 |
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$ |
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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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Noncontrolling Interest |
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Total |
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Beginning – January 1, 2026 |
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$ |
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Issuance of shares - share based compensation on RSUs |
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— |
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Income for the period |
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Ending – March 31, 2026 |
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Issuance of shares - share based compensation on RSUs |
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— |
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Issuance of shares - ESPP |
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Distributions to noncontrolling interest |
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Loss for the period |
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Ending – June 30, 2026 |
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$ |
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Issuance of shares - share based compensation on RSUs |
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— |
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Income (Loss) for the period |
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Ending – September 30, 2026 |
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$ |
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See accompanying notes to condensed consolidated financial statements.
5
GLOBAL CROSSING AIRLINES GROUP INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(In thousands)
|
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For The Nine Months Ended September 30, |
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|||||
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2026 |
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2025 |
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CASH FLOWS FROM OPERATING ACTIVITIES |
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Net Income (Loss) |
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$ |
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$ |
( |
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Adjustments to reconcile net income (loss) to net cash provided by operating activities: |
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Depreciation and amortization |
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Credit losses |
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Loss on sale of spare parts |
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Amortization of debt issue costs |
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Amortization of operating lease right of use assets |
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Share-based payments |
|
|
|
|
|
|
||
Interest on finance leases |
|
|
|
|
|
|
||
Changes in assets and liabilities: |
|
|
|
|
|
|
||
Accounts receivable |
|
|
( |
) |
|
|
|
|
Spare parts |
|
|
|
|
|
( |
) |
|
Prepaid expenses and other current assets |
|
|
( |
) |
|
|
( |
) |
Accounts payable |
|
|
|
|
|
|
||
Accrued liabilities, deferred revenue and customer deposits |
|
|
( |
) |
|
|
( |
) |
Operating lease obligations |
|
|
( |
) |
|
|
( |
) |
Other liabilities |
|
|
( |
) |
|
|
( |
) |
Net cash provided by operating activities |
|
|
|
|
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES |
|
|
|
|
|
|
||
Deposits, deferred costs and other assets |
|
|
( |
) |
|
|
( |
) |
Purchases of property and equipment |
|
|
( |
) |
|
|
( |
) |
Net cash used in investing activities |
|
|
( |
) |
|
|
( |
) |
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
|
|
||
Principal payments on finance leases |
|
|
( |
) |
|
|
( |
) |
Principal payments on note payable |
|
|
( |
) |
|
|
( |
) |
Debt issue costs |
|
|
- |
|
|
|
( |
) |
Proceeds on issuance of shares |
|
|
|
|
|
|
||
Distributions to noncontrolling interest |
|
|
( |
) |
|
|
( |
) |
Proceeds from disgorgement of stockholders’ short-swing profits |
|
|
- |
|
|
|
|
|
Net cash used in financing activities |
|
|
( |
) |
|
|
( |
) |
Net decrease in cash, cash equivalents, and restricted cash |
|
|
( |
) |
|
|
( |
) |
Cash, cash equivalents and restricted cash - beginning of the period |
|
|
|
|
|
|
||
Cash, cash equivalents and restricted cash - end of the period |
|
$ |
|
|
$ |
|
||
Non-cash investing and financing activities |
|
|
|
|
|
|
||
Reclass of Property and equipment to Accounts receivable (aircraft receivable) and Prepaid expenses and other current assets (deferred maintenance) |
|
$ |
- |
|
|
$ |
|
|
Right-of-use (ROU) assets acquired through operating leases |
|
$ |
|
|
$ |
|
||
Right-of-use (ROU) assets reclassification of existing lease |
|
$ |
|
|
$ |
- |
|
|
Aircraft acquired through note payable |
|
$ |
- |
|
|
$ |
|
|
Aircraft acquired through finance leases |
|
$ |
|
|
$ |
|
||
Airframe acquired through finance leases |
|
$ |
|
|
$ |
|
||
Reclass of Property and equipment to finance leases (aircraft initial direct costs) |
|
$ |
|
|
$ |
- |
|
|
Equipment acquired through finance leases |
|
$ |
- |
|
|
$ |
|
|
Cash paid for |
|
|
|
|
|
|
||
Interest |
|
$ |
|
|
$ |
|
||
See accompanying notes to condensed consolidated financial statements.
6
GLOBAL CROSSING AIRLINES GROUP INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Item 1 - Financial Statements
Global Crossing Airlines Group Inc. (the “Company” or “GlobalX”), as its principal business activity, provides passenger and cargo aircraft to customers through aircraft operating service agreements, including crew, maintenance and insurance (“ACMI”) and charter services (“Charter”) serving the United States, Europe, Canada, the Caribbean Islands, and Central and South America.
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, “GlobalX USA”), Global Crossing Airlines Holdings, Inc., GlobalX Travel Technologies, Inc. (“Technologies”), GlobalX Air Tours, LLC (“GlobalX Tours”), MSN 3101 Acquisition LLC (“MSN 3101”) and Charter Air Solutions, LLC (“Top Flight”), in which the Company holds an
The accompanying unaudited condensed consolidated financial statements and related notes (the “Financial Statements”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) for quarterly reports on Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnote disclosures required by GAAP for complete annual financial statements. In the opinion of management, the accompanying Financial Statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of the Company’s financial position as of September 30, 2026, its results of operations for the three and nine months ended September 30, 2026, and its cash flows for the nine months ended September 30, 2026. The condensed consolidated balance sheet as of December 31, 2025 was derived from the Company’s audited annual consolidated financial statements but does not include all of the footnote disclosures from such audited annual consolidated financial statements. The Financial Statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, which includes additional disclosures and a summary of the Company’s significant accounting policies.
The Company’s 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 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, 2026, the Company had a working capital deficit of $
2. NEW ACCOUNTING STANDARDS
Recently Issued Accounting Standards
In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40). The standard requires disclosure of certain prescribed costs and expenses within the notes to consolidated financial statements. In January 2025, the FASB issued ASU No. 2025-01, which clarified the effective date of ASU No. 2024-03. As clarified, ASU No. 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within fiscal years beginning after December 15, 2027, with early adoption permitted. Accordingly, the standard becomes effective for the Company’s 2027 Annual Report on Form 10-K and for interim periods beginning with the first
7
quarter of 2028. The standard only impacts required disclosures and will not impact the Company’s financial position, results of operations, or cash flows. The Company is currently evaluating the impact of ASU No. 2024-03 on its disclosures.
In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. This update provides all entities with a practical expedient in developing reasonable and supportable forecasts as part of estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606, Revenue from Contracts with Customers. Under the practical expedient, an entity may assume that current conditions as of the balance sheet date do not change for the remaining life of the asset. The Company
3. PREPAID EXPENSES AND OTHER CURRENT ASSETS
Prepaid expenses and other current assets consisted of the following as of September 30, 2026 and December 31, 2025 (in thousands):
|
|
September 30, 2026 |
|
|
December 31, 2025 |
|
||
Deferred maintenance, current portion |
|
$ |
|
|
$ |
|
||
Prepaid expenses |
|
|
|
|
|
|
||
Lessor maintenance deposits |
|
|
|
|
|
|
||
Prepaid expenses and other current assets |
|
$ |
|
|
$ |
|
||
The increase in prepaid expenses and other current assets from December 31, 2025 to September 30, 2026 was primarily attributable to the reclassification of $
4. PROPERTY AND EQUIPMENT, NET
Property and equipment are recorded at cost at the acquisition date of such property or equipment and depreciated on a straight-line basis to an estimated residual value over their estimated useful lives or lease term for leasehold improvements on operating leases, whichever is shorter, as follows:
Leasehold Improvements, Aircraft, other
Office and Ground Equipment
Computer Hardware and Software
Property and Equipment under Finance Leases
Rotable Parts Average remaining life of aircraft fleet, currently estimated to be
Airframe
Engines Average remaining life of aircraft fleet associated to the engines, currently estimated to be
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.
The Airframe and Engines of the Company have an estimated salvage and residual value of $
The components of property and equipment, net are as follows (in thousands):
8
|
|
|
|
|
|
|
||
|
|
September 30, 2026 |
|
|
December 31, 2025 |
|
||
Rotable Parts |
|
$ |
|
|
$ |
|
||
Engines |
|
|
|
|
|
|
||
Leasehold Improvements, Aircraft, Other |
|
|
|
|
|
|
||
Airframe |
|
|
|
|
|
|
||
Office and Ground Equipment |
|
|
|
|
|
|
||
Computer Hardware and Software |
|
|
|
|
|
|
||
Less: Accumulated Depreciation |
|
|
( |
) |
|
|
( |
) |
Total Property and Equipment, Net |
|
$ |
|
|
$ |
|
||
During the three and nine months ended September 30, 2026, depreciation of property and equipment was $
During the three and nine months ended September 30, 2025, depreciation of property and equipment was $
Deferred Maintenance
The Company capitalizes costs associated with certain major maintenance events, including engine overhauls and heavy airframe checks, and amortizes those costs on a straight-line basis over the estimated period benefited, generally through the date of the next scheduled major maintenance event. Amortization of deferred maintenance is included within "Depreciation and amortization" in the accompanying condensed consolidated statements of operations and within "Depreciation and amortization" in the accompanying condensed consolidated statements of cash flows.
During the three and nine months ended September 30, 2026, amortization of deferred maintenance was $
During the three and nine months ended September 30, 2025, amortization of deferred maintenance was $
5. NOTES PAYABLE
On August 2, 2023, and December 21, 2023, the Company consummated the placement of $
The terms of the Secured Notes include:
9
The Company determined that the terms of the warrants issued in the financing require such warrants to be classified as equity. Accordingly, upon issuance, the Company recorded debt issuance costs of $
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 July 11, 2025, MSN 3101 Acquisition LLC, a wholly owned subsidiary of the Company, consummated the Company’s first aircraft acquisition, an Airbus A320 (MSN 3101), currently operating in its fleet as N630VA and powered by two CFM56-5B engines. The aircraft was purchased from former lessor Falcon 2019-1 Aerospace Limited, and the lease agreement with Falcon 2019-1 Aerospace Limited was terminated simultaneously with the consummation of the purchase of the aircraft.
The purchase price of approximately $
The terms of the Loan Documents include monthly payments equal to (i) $
The Loan Documents include customary covenants, including maintenance of a “loan to value” ratio of at least
Notes Payable is comprised of the following (in thousands):
|
|
As of September 30, 2026 |
|
|
As of December 31, 2025 |
|
||
Secured Notes |
|
$ |
|
|
$ |
|
||
Loan Documents |
|
|
|
|
|
|
||
Less unamortized debt issuance costs, noncurrent |
|
|
( |
) |
|
|
( |
) |
Total carrying amount |
|
|
|
|
|
|
||
Less current maturities |
|
|
( |
) |
|
|
( |
) |
Total long-term Note Payable |
|
$ |
|
|
$ |
|
||
6. SHARE CAPITAL AND ADDITIONAL PAID IN CAPITAL
The Company has authorized share capital of
As of September 30, 2026, the Company had
All classes of common stock share equally in dividend rights and liquidation preferences and are subject to the same redemption or call provisions, transfer restrictions and ownership limitations; differences relate only to voting rights and conversion features.
Share conversion
During the three months ended September 30, 2026:
Share issuance
During the three and nine months ended September 30, 2026:
10
During the nine months ended September 30, 2026:
7. WARRANTS
The following is a summary of the warrant activity during the three and nine months ended September 30, 2026:
|
|
Number of Share Purchase Warrants |
|
|
Weighted Average Exercise Price |
|
||
Outstanding January 1, 2026 |
|
|
|
|
$ |
|
||
Issued |
|
|
— |
|
|
|
— |
|
Exercised |
|
|
— |
|
|
|
— |
|
Expired |
|
|
- |
|
|
|
— |
|
Outstanding March 31, 2026 |
|
|
|
|
$ |
|
||
Issued |
|
|
— |
|
|
|
— |
|
Exercised |
|
|
— |
|
|
|
— |
|
Expired |
|
|
( |
) |
|
|
|
|
Outstanding June 30, 2026 |
|
|
|
|
$ |
|
||
Issued |
|
|
— |
|
|
|
— |
|
Exercised |
|
|
— |
|
|
|
— |
|
Expired |
|
|
— |
|
|
|
— |
|
Outstanding September 30, 2026 |
|
|
|
|
$ |
|
||
As of September 30, 2026, the following share purchase warrants were outstanding and exercisable:
Outstanding |
|
|
Exercise Price |
|
|
Remaining life |
|
|
Expiry Date |
|||
|
|
|
$ |
|
|
|
|
|
||||
8. STOCK-BASED COMPENSATION
The maximum number of shares of common stock of the Company (the “Common Stock”) issuable pursuant to share-based payment arrangements, including stock options, restricted share units and performance share units, is
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 minimum exercise price per share shall not be less than the closing price of a share of Common Stock 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
As of and for the three and nine months ended September 30, 2026, there were
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 Common Stock, forfeiture rate, and expected life of the options.
There were
Restricted share units
11
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 share of Common Stock. 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 Common Stock from treasury equal to the number of RSUs vesting, (b) a cash payment equal to the number of vested RSUs multiplied by the fair market value of a share of Common Stock, calculated as the closing price of the Common Stock on the OTCQB 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, then 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.
The following is a summary of RSU activities for the three and nine months ended September 30, 2026:
|
|
Number of RSUs |
|
|
Weighted average grant date fair value per RSU |
|
||
Outstanding January 1, 2026 |
|
|
|
|
$ |
|
||
Granted |
|
|
— |
|
|
|
— |
|
Vested |
|
|
( |
) |
|
|
|
|
Forfeited |
|
|
( |
) |
|
|
|
|
Outstanding March 31, 2026 |
|
|
|
|
$ |
|
||
Granted |
|
|
|
|
|
|
||
Vested |
|
|
( |
) |
|
|
|
|
Forfeited |
|
|
( |
) |
|
|
|
|
Outstanding June 30, 2026 |
|
|
|
|
$ |
|
||
Granted |
|
|
— |
|
|
|
— |
|
Vested |
|
|
( |
) |
|
|
|
|
Forfeited |
|
|
( |
) |
|
|
|
|
Outstanding September 30, 2026 |
|
|
|
|
$ |
|
||
During the three and nine months ended September 30, 2026, the Company recognized total share-based payments expense with respect to RSUs and employees’ stock purchase plan of approximately $
During the three and nine months ended September 30, 2025, the Company recognized total share-based payments expense with respect to RSUs and employees’ stock purchase plan of approximately $
As of September 30, 2026 and 2025, unrecognized compensation cost related to RSUs was $
Employee Stock Purchase Plan
In September 2021, the Board adopted the GlobalX 2021 Employee Stock Purchase Plan (“ESPP”). There are two offering periods during which the employees make contributions to the ESPP. The first offering period runs from May 16th to October 31st of each year and the second offering period runs from November 1st to May 15th of each year. Eligible employees may purchase a maximum of
At the Annual Meeting of Stockholders of the Company held on November 22, 2024, the Company’s stockholders approved an amendment to the ESPP. The amendment was approved by the Company’s Board of Directors, subject to the approval of the Company’s stockholders, and became effective with such stockholder approval on November 22, 2024.
12
As a result of the stockholder approval, the ESPP amendment increased the number of shares of Common Stock authorized for issuance under the plan by
During the nine months ended September 30, 2026, the Company issued
During the nine months ended September 30, 2025, the Company issued
As of September 30, 2026, and 2025, the Company had recognized total equity-based compensation cost related to the ESPP of approximately $
As of September 30, 2026 and 2025, accrued ESPP payroll contributions totaled approximately $
9. INCOME TAXES
The Company’s expected effective tax rate for the three and nine months ended September 30, 2026 and 2025 was
10. COMMITMENTS AND CONTINGENCIES
The Company’s contractual obligations and commitments relate primarily to management and development services, lease arrangements, and financing arrangements.
On August 15, 2025, the Company entered into a lease agreement for
On August 15, 2025, the Company entered into a lease agreement for
On June 6, 2025, the Company entered into a lease agreement for
On June 6, 2025, the Company entered into a lease agreement for
On June 6, 2025, the Company entered into a lease agreement for
On May 11, 2026, the Company entered into a lease agreement for
On March 6, 2026, the Company entered into a lease agreement for
On March 6, 2026, the Company entered into a lease agreement for
13
On August 24, 2026, the Company entered into a lease agreement for
On August 24, 2026, the Company entered into a lease agreement for
On August 24, 2026, the Company entered into a lease agreement for
On August 24, 2026, the Company entered into another lease agreement for
On August 24, 2026, the Company entered into a lease agreement for
On August 24, 2026, the Company entered into another lease agreement for
On December 11, 2025, the Company signed an amendment extending the term of
The following table sets forth the Company’s future minimum lease payments under finance lease liabilities and operating lease liabilities recorded, in thousands, on the Company’s condensed consolidated balance sheet as of September 30, 2026.
|
Finance Leases |
|
|
Operating Leases |
|
||
Remainder of 2026 |
$ |
|
|
$ |
|
||
2027 |
|
|
|
|
|
||
2028 |
|
|
|
|
|
||
2029 |
|
|
|
|
|
||
2030 |
|
|
|
|
|
||
2031 and thereafter |
|
|
|
|
|
||
Total minimum lease payments |
|
|
|
|
|
||
Less amount representing interest |
|
|
|
|
|
||
Present value of minimum lease payments |
|
|
|
|
|
||
Less current portion |
|
|
|
|
|
||
Long-term portion |
$ |
|
|
$ |
|
||
14
The table below presents information for lease costs related to the Company’s finance and operating leases (in thousands):
|
For The Three Months Ended September 30, |
|
|
For The Nine Months Ended September 30, |
|
||||||||||
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Finance lease cost |
|
|
|
|
|
|
|
|
|
|
|
||||
Amortization of leased assets |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Interest on lease liabilities |
|
|
|
|
|
|
|
|
|
|
|
||||
Operating lease cost |
|
|
|
|
|
|
|
|
|
|
|
||||
Variable lease cost (1) |
|
|
|
|
|
|
|
|
|
|
|
||||
Operating lease cost (1) |
|
|
|
|
|
|
|
|
|
|
|
||||
Short-term lease cost (2) |
|
|
|
|
|
|
|
|
|
|
|
||||
Total lease cost |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
(1)
(2)
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.
|
|
September 30, 2026 |
|
|
September 30, 2025 |
|
||
Weighted-average remaining lease term |
|
|
|
|
|
|
||
Operating leases |
|
|
|
|
||||
Finance leases |
|
|
|
|
||||
Weighted-average discount rate |
|
|
|
|
|
|
||
Operating leases |
|
|
% |
|
|
% |
||
Finance leases |
|
|
% |
|
|
% |
||
The table below presents cash and non-cash activities associated with our leases (in thousands):
|
|
For The Nine Months Ended September 30 |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Cash paid for amounts included in the measurement of lease liabilities: |
|
|
|
|
|
|||
Operating cash flows from operating leases |
|
$ |
|
|
$ |
|
||
Financing cash flows from finance leases |
|
$ |
|
|
$ |
|
||
Operating cash flows from finance leases |
|
$ |
|
|
$ |
|
||
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 May 15, 2023, the Company entered into an Ad Hoc Charter Services Agreement (the "AHCSA") with a broker-customer, pursuant to which the broker-customer made prepayments to the Company for future charter services. The AHCSA terminated on May 15, 2026. Following termination, a dispute arose regarding an uncredited prepayment balance of $
Because the settlement payments are non-interest-bearing and extend beyond one year, the Company determined that the resulting obligation should be recorded at its present value in accordance with ASC 835-30, Interest-Imputation of Interest, discounted using the
15
Company’s incremental borrowing rate of
11. INCOME (LOSS) PER SHARE
Basic earnings (loss) per share (“EPS”), which excludes dilution, is computed by dividing Net Income (Loss) attributable to the Company by the weighted average number of Common Stock, Class A Non-Voting Common Stock, and Class B Non-Voting Common Stock outstanding for the period. Diluted (loss) earnings per share reflects the potential dilution that could occur if securities or other contracts to issue Common Stock, Class A Non-Voting Common Stock, and Class B Non-Voting Common Stock were exercised or converted into Common Stock, Class A Non-Voting Common Stock, or Class B Non-Voting 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 Company computes EPS using the aggregate weighted-average common shares outstanding on a common-equivalent basis as the only difference between classes of shares is related to voting rights and conversion features, but the classes otherwise share equally in dividends and residual net assets on a per share basis.
The following table shows the computation of basic and diluted earnings (loss) per share for the three months ended September 30, 2026 and 2025 (in thousands, except share and per share amounts):
|
|
Three Months Ended September 30, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Numerator: |
|
|
|
|
|
|
||
Net Income (Loss) Attributable to Common Stock Holders |
|
$ |
|
|
$ |
( |
) |
|
Denominator: |
|
|
|
|
|
|
||
Weighted average common shares outstanding - Basic |
|
|
|
|
|
|
||
Dilutive effect of stock options, RSUs and warrants |
|
|
|
|
|
|
||
Weighted average common shares outstanding - Diluted |
|
|
|
|
|
|
||
Basic earnings (loss) per share |
|
$ |
|
|
$ |
( |
) |
|
Diluted earnings (loss) per share (1) |
|
$ |
|
|
$ |
( |
) |
|
The following table shows the computation of basic and diluted earnings (loss) per share for the nine months ended September 30, 2026 and 2025 (in thousands, except share and per share amounts):
|
|
Nine Months Ended September 30, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Numerator: |
|
|
|
|
|
|
||
Net Income (Loss) Attributable to Common Stock Holders |
|
$ |
|
|
$ |
( |
) |
|
Denominator: |
|
|
|
|
|
|
||
Weighted average common shares outstanding - Basic |
|
|
|
|
|
|
||
Dilutive effect of stock options, RSUs and warrants |
|
|
|
|
|
|
||
Weighted average common shares outstanding - Diluted |
|
|
|
|
|
|
||
Basic earnings (loss) per share |
|
$ |
|
|
$ |
( |
) |
|
Diluted earnings (loss) per share (1) |
|
$ |
|
|
$ |
( |
) |
|
(1)
12. RELATED PARTY TRANSACTIONS
Related parties and related party transactions impacting the condensed consolidated financial statements not disclosed elsewhere in these condensed consolidated financial statements are summarized below.
16
Except as described below, for the three and nine months ended September 30, 2026 and 2025, the Company had
As described in Note 5, on August 2, 2023 and December 21, 2023, the Company issued an aggregate of $
During the three and six months ended June 30, 2025, Red Oak Partners, LLC (“Red Oak Partners”), The Red Oak Fund, LP, The Red Oak Long Fund, LP and David Sandberg (collectively, the “Reporting Persons”) were, and currently are, subject to Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to the Company’s securities. As disclosed in a Form 4 filed by the Reporting Persons on December 24, 2024, several investment funds for which Red Oak Partners serves as investment manager, each of which individually owns less than
The purchase prices described above are the lowest purchase prices paid by the Investment Vehicles, matched against the highest sale prices received by the Investment Vehicles. Accordingly, on January 24, 2025, the Reporting Persons delivered to the Company $
The Reporting Persons have advised the Company that their payment is not an admission that any such payment is required under Section 16(b) of the Exchange Act, and the Reporting Persons have reserved all of their rights with respect to such matter.
The Company recognized these proceeds as a capital contribution from stockholders and recorded an increase of $
13. ACCRUED LIABILITIES
Accrued liabilities consisted of the following as of September 30, 2026 and December 31, 2025, (in thousands):
|
|
September 30, 2026 |
|
|
December 31, 2025 |
|
||
Salaries, wages and benefits |
|
$ |
|
|
$ |
|
||
Passenger Taxes |
|
|
|
|
|
|
||
Aircraft fuel |
|
|
|
|
|
|
||
Contracted ground and aviation services |
|
|
|
|
|
|
||
Maintenance |
|
|
|
|
|
|
||
Aircraft Rent |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
||
Accrued liabilities |
|
$ |
|
|
$ |
|
||
The increase in accrued liabilities from December 31, 2025 to September 30, 2026 was primarily attributable to an increase in passenger taxes payable of $
14. REVENUE & CONTRACT LIABILITY
17
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. Separately, the Company held customer deposits of $
Significant changes in our Deferred revenue liability balances during the nine months ended September 30, 2026, and the year ended December 31, 2025, were as follows (in thousands):
|
|
September 30, 2026 |
|
|
December 31, 2025 |
|
||
|
|
|
|
|
|
|
||
Beginning balance |
|
$ |
|
|
$ |
|
||
Revenue recognized from beginning deferred revenue liability |
|
|
( |
) |
|
|
( |
) |
Deferred revenue liability recognized from current collections |
|
|
|
|
|
|
||
Ending balance |
|
$ |
|
|
$ |
|
||
15. SEGMENT INFORMATION
The Company’s business activity is providing customized, non-scheduled air transport services to customers. Management has structured the business model to derive revenue from customers from two types of contracts: (1) ACMI basis using wet-lease contracts to airlines and non-airlines, and (2) Charter basis providing 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.
The Company’s President and Chief Financial Officer is the Chief Operating Decision Maker (“CODM”). The Company manages the business activities on a consolidated basis and operates in one reportable segment.
Significant expenses within net income or loss, which include operating expenses, are each presented separately on the Company’s Condensed Consolidated Statements of Operations. Other segment items within net income or loss include Interest Expense, Gain on settlement and Income tax expense. The measure of segment assets is reported on the Condensed Consolidated Balance Sheets as total consolidated assets.
The following table presents revenue for the Company’s single reportable segment for the periods indicated (in thousands):
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
||||
|
|
2026 |
|
2025 |
|
2026 |
|
2025 |
Consolidated Revenue |
|
$ |
|
$ |
|
$ |
|
$ |
Products and services
The Company generates revenue from the following major product and service categories (in thousands):
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
Revenue |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Charter |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
ACMI |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Geographic information
18
Substantially all of the Company’s long-lived assets are located in the USA. Revenue by geographic area, based on the location of the customer, is as follows (in thousands):
|
|
Three Months Ended September 30, 2026 |
|
|
Nine Months Ended September 30, 2026 |
|
||||||||||||||||||
|
|
United States |
|
|
Other |
|
|
Total |
|
|
United States |
|
|
Other |
|
|
Total |
|
||||||
Consolidated Revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Major customers:
For the three and nine months ended September 30, 2026, one customer accounted for approximately
During the three months ended September 30, 2025, two customers of the Company (referred to herein as “Customer A” and “Customer B”, respectively) accounted for approximately
Because the Company has only
19
Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with the Financial Statements included in Item 1 of this report and the consolidated financial statements and the related notes to consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. 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.
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 twelve 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
GlobalX operates a U.S. Part 121 domestic flag and supplemental airline using the Airbus A320 family of aircraft, operating both passenger and cargo aircraft. GlobalX’s business model is to (1) provide services on an ACMI basis using wet-lease contracts to airlines and non-airlines, and (2) on a Charter basis, 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.
20
Business Strategy
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 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.
Business Developments
During the nine month period ended September 30, 2026, the Company devoted efforts towards our stated goal of creating the largest narrow body charter operation in North America generating sustainable, long-term profits. To achieve this goal, GlobalX continues to invest in its three key assets–certifications, aircraft, and crew.
GlobalX achieved the following during the nine month period ended September 30, 2026:
The Cargo Charter Market
GlobalX added the A321F aircraft to its operating certificate during the first quarter of 2023. During the nine months ended September 30, 2026, the Company had three cargo aircraft operating and had one temporarily parked. During the nine months ended September 30, 2026, GlobalX's Cargo Block Hours operated decreased 39.5% compared to the same period in 2025. The cargo charter market continues to be soft due to general economic conditions and excess capacity in the North American freight market. This decreased activity level demonstrates that the cargo charter market continues to be a significant drag on earnings, primarily due to the low rates offered by brokers and customers and the relatively low utilization rates on a per-aircraft basis relative to the rates offered. The Company expects this dynamic to continue and, consequently, is exploring all options to mitigate future losses, including, but not limited to, leasing out engines, utilizing engines in its passenger fleet, parking aircraft, and/or returning one or more of its freighter aircraft to lessors.
The Passenger Charter Market
Unlike the cargo charter market, the passenger charter market continues to demonstrate strong demand and has served as the economic engine for GlobalX during the nine months ended September 30, 2026. There are several macro factors, including the supply of aircraft, reduced direct competition, increased reliance on air charter by college sports teams, FIFA World Cup, and general increased customer demand, which are driving increased demand for our services. GlobalX anticipates the high level of demand will continue through the remainder of 2026. To address this demand, the Company has prioritized the passenger charter market over the cargo charter market, devoted sales and operational resources to develop long-term relationships with key customers and looked to expand the markets served as opportunities arise.
GlobalX Aircraft Fleet
Critical to GlobalX’s business model is maintaining a fleet of modern and cost-effective aircraft. To achieve this objective, GlobalX has selected what it believes to be the best overall single-aisle aircraft family to operate. This approach differs from that of traditional airlines, which purchase a variety of aircraft, often from different manufacturers, to achieve their operational flight sectors, resulting in increased training, operating and maintenance costs. Based on extensive research, GlobalX selected the A320 aircraft family as the best aircraft to fly in competition with other narrow-body charter airlines in the single-aisle seat market.
The following factors support GlobalX’s choice to operate the Airbus A320 and A321 aircraft versus the Boeing-737 family of aircraft:
Cost and Operating factors: the A320 family of aircraft has lower fuel burn, and better aircraft and cockpit crew pool availability.
21
Operational Capability: the A320 family of aircraft has a range advantage over the Boeing-737 family of aircraft, and can fly non-stop from Miami to most airports throughout North America, South America and 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: wider seat width, larger cargo bin volume for carry-on baggage and larger cargo hold volume.
Aircraft Maintenance
GlobalX expects to continue to outsource heavy maintenance checks to FAA-approved service providers. The 6Y Checks and 12Y Checks will be paid primarily by 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 and respond to competitive pressures and grow our business.
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 Virgin America, American Airlines, US Airways, Atlas Air, DHL, FedEx, Emirates, North American Airlines, Miami Air, Spirit Airlines, Continental Airlines, Pan Am, and Flair Airlines, as well as the United States Army, and Air Force. In addition, our management team has diverse experience from other industries at companies such as KBR, Teladoc, Halliburton, Lehman Brothers, and the Burger King Corporation.
Results of Operations
Three months ended September 30, 2026 and 2025
Operating Revenue & Statistics
The analysis of GlobalX results for the three month period ended on September 30, 2026, and 2025 requires an understanding of how the Company fundamentally evolved during that time period. 2025 was the fourth year of full operations and was a period where the Company was focused on securing additional customers, entering additional markets and flying to new locations, primarily in the domestic and Caribbean markets and within the European market. As a growing company, we were also focused on operating effectively and efficiently.
In 2026, GlobalX continued expanding existing governmental agency relationships, acquired new partners, and continued its operations with existing airlines. In 2026 we did not have any aircraft operating in Europe to focus on local opportunities which resulted in fewer block hours per aircraft, but higher rates per block hour. Our key metrics are Block Hours flown and Block Hours flown per available aircraft, which are the measures by which the Company tracks commercial activity. While other airlines discuss available seat miles, revenue per available seat mile, and cost per available seat mile, these metrics are not germane to our business model as an ACMI and Charter operator. GlobalX charters the entire aircraft, does not take fuel risk, and does not take third-party risk; therefore, our results are evaluated on a Block Hour and Utilization basis.
22
Revenue & Statistics
The following table compares our Operating Fleet (average aircraft equivalents during the period) and total Block Hours operated:
|
|
Three Months Ended September 30, |
|
|
|
|
|
|
|
|||||||
Operating Fleet |
|
2026 |
|
|
2025 |
|
|
Inc/(Dec) |
|
|
% Change |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
A319 |
|
|
3.0 |
|
|
|
0.3 |
|
|
|
2.7 |
|
|
|
900.0 |
% |
A320 |
|
|
13.6 |
|
|
|
10.0 |
|
|
|
3.6 |
|
|
|
36.0 |
% |
A321 |
|
|
8.0 |
|
|
|
8.0 |
|
|
|
— |
|
|
|
0.0 |
% |
Total Operating Average Aircraft Equivalents |
|
|
24.6 |
|
|
|
18.3 |
|
|
|
6.3 |
|
|
|
34.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net Aircraft Available |
|
|
18.1 |
|
|
|
15.9 |
|
|
|
2.2 |
|
|
|
13.8 |
% |
Total Block Hours (1) |
|
|
9,942 |
|
|
|
9,843 |
|
|
|
99 |
|
|
|
1.0 |
% |
Average Utilization per available aircraft |
|
|
550.1 |
|
|
|
617.5 |
|
|
|
(67.4 |
) |
|
|
-10.9 |
% |
(1) Total Block Hours operated by GlobalX for the purpose of expressing the utilization of GlobalX net available aircraft.
The following table describes the degree to which variations in revenues in thousands can be attributed to fluctuations in prices and nature of GlobalX services.
|
|
Three Months Ended September 30, |
|
|
|
|
|
|
||||||
Revenue |
|
2026 |
|
|
2025 |
|
|
Inc/(Dec) |
|
|
% Change |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||
Charter |
|
$ |
13,471 |
|
|
$ |
2,310 |
|
|
$ |
11,161 |
|
|
483.2% |
ACMI |
|
|
55,154 |
|
|
|
53,216 |
|
|
|
1,938 |
|
|
3.6% |
Other |
|
|
3,143 |
|
|
|
2,496 |
|
|
|
647 |
|
|
25.9% |
Total |
|
$ |
71,768 |
|
|
$ |
58,022 |
|
|
$ |
13,746 |
|
|
23.7% |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Block Hours |
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||
Charter |
|
|
823 |
|
|
|
178 |
|
|
|
645 |
|
|
362.4% |
Sub-service Charter |
|
|
3 |
|
|
|
- |
|
|
|
3 |
|
|
N/A |
Total Charter |
|
|
826 |
|
|
|
178 |
|
|
|
648 |
|
|
364.0% |
ACMI |
|
|
8,800 |
|
|
|
9,469 |
|
|
|
(669 |
) |
|
-7.1% |
Subservice ACMI |
|
|
19 |
|
|
|
58 |
|
|
|
(39 |
) |
|
-67.2% |
Total ACMI |
|
|
8,819 |
|
|
|
9,527 |
|
|
|
(708 |
) |
|
-7.4% |
Non Revenue |
|
|
320 |
|
|
|
196 |
|
|
|
124 |
|
|
63.3% |
Total |
|
|
9,965 |
|
|
|
9,901 |
|
|
|
64 |
|
|
0.6% |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Revenue per Block Hour |
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||
Charter |
|
$ |
16.3 |
|
|
$ |
13.0 |
|
|
$ |
3.3 |
|
|
25.4% |
ACMI |
|
$ |
6.3 |
|
|
$ |
5.6 |
|
|
$ |
0.7 |
|
|
12.5% |
Charter revenue for the period increased $11.2 million or 483.2%, from $2.3 million in 2025 to $13.5 million in 2026. This increase was primarily driven by a 364.0% increase in Charter Block Hours, from 178 Block Hours in 2025 to 826 Block Hours in 2026, resulting in an $8.4 million increase in revenue. Also, there was an approximately 25.4% increase in the Charter flying rate, from $12,978 per Block Hour in 2025 to $16,309 per Block Hour in 2026, resulting in a $2.8 million increase in revenue. The increase in the per-Block-Hour rate was primarily driven by high market demand, especially because of the FIFA World Cup 2026™ , higher fuel prices, and a shortage of supply as competitors reduced capacity.
ACMI revenue for the period increased by $1.9 million or 3.6%, from $53.2 million in 2025 to $55.2 million in 2026. This increase was driven by an increase in the rate for ACMI flying of approximately 12% from $5,586 per Block Hour in 2025 to $6,254 per Block Hour in 2026 resulting in a $5.9 million increase in revenue. This increase was partially offset by a decrease of 7.4% in Block Hours, or 708
23
Block Hours, from 9,527 Block Hours in 2025 to 8,819 Block Hours in 2026, resulting in a $4.0 million decrease in revenue. The rate increase resulted from a shift away from European seasonal ACMI contracts with higher minimum hours, and lower rate per hour.
Other revenue for the period increased by $0.6 million from $2.5 million in 2025 to $3.1 million in 2026, primarily driven by an increase in fueling and other administrative services provided to the Company's customers.
Operating Expenses
The following table compares our Operating Expenses (in thousands):
|
|
Three Months Ended September 30, |
|
|
|
|
|
|
|
|||||||
Operating Expenses |
|
2026 |
|
|
2025 |
|
|
Inc/(Dec) |
|
|
% Change |
|
||||
Salaries, Wages, & Benefits |
|
$ |
20,952 |
|
|
$ |
21,279 |
|
|
$ |
(327 |
) |
|
|
-1.5 |
% |
Aircraft Fuel |
|
|
4,204 |
|
|
|
1,340 |
|
|
|
2,864 |
|
|
|
213.7 |
% |
Maintenance, materials and repairs |
|
|
7,259 |
|
|
|
5,153 |
|
|
|
2,106 |
|
|
|
40.9 |
% |
Depreciation and amortization |
|
|
6,390 |
|
|
|
3,245 |
|
|
|
3,145 |
|
|
|
96.9 |
% |
Contracted ground and aviation services |
|
|
5,258 |
|
|
|
3,343 |
|
|
|
1,915 |
|
|
|
57.3 |
% |
Travel |
|
|
2,671 |
|
|
|
1,708 |
|
|
|
963 |
|
|
|
56.4 |
% |
Insurance |
|
|
1,225 |
|
|
|
1,271 |
|
|
|
(46 |
) |
|
|
-3.6 |
% |
Aircraft Rent |
|
|
15,299 |
|
|
|
14,649 |
|
|
|
650 |
|
|
|
4.4 |
% |
Other |
|
|
4,467 |
|
|
|
4,999 |
|
|
|
(532 |
) |
|
|
-10.6 |
% |
Total Operating Expenses |
|
$ |
67,725 |
|
|
$ |
56,987 |
|
|
$ |
10,738 |
|
|
|
18.8 |
% |
Salaries, wages, and benefits decreased by $0.3 million or 1.5%, from $21.3 million in 2025 to $21.0 million in 2026. This decrease was driven by initiating several actions to reduce headcount and salaries including outsourcing line maintenance at GlobalX’s primary base. The decrease was partially offset by expanded pilot headcount to support the growing fleet and operations. Pilots increased from 142 to 186 or 31.0%.
Aircraft fuel increased by $2.9 million or 213.7%, from $1.3 million in 2025 to $4.2 million in 2026. This was primarily attributable to a $2.8 million increase in fuel consumption resulting from higher Charter and Non-Revenue Block Hours, and, to a lesser extent, a $0.1 million increase resulting from higher base jet fuel prices.
Maintenance, materials, and repairs increased by $2.1 million or 40.9%, from $5.2 million in 2025 to $7.3 million in 2026. The increase was primarily driven by a $2.0 million or $207 per Block Hour increase in parts and repair expenses, of which Miami line maintenance increased expenses by $1.0 million or $101 per Block Hour. The Block Hour rate increased from $523 per Block Hour in 2025 to $730 per Block Hour in 2026. Additionally, a $0.1 million increase was attributable to increased operated block hours.
Depreciation and amortization increased by $3.1 million or 96.9%, from $3.2 million in 2025 to $6.4 million in 2026, primarily driven by aircraft deliveries secured on finance leases, and an increase in rotable parts owned.
Contracted ground and aviation services expenses increased by $1.9 million or 57.3%, from $3.3 million in 2025 to approximately $5.3 million in 2026. This was primarily driven by an increased Charter volume since contracted ground and aviation services are not associated with ACMI services.
Travel increased by $1.0 million or 56.4%, from $1.7 million in 2025 to $2.7 million in 2026. The increase was primarily attributable to higher Charter demand associated with the FIFA World Cup 2026™, which required additional crew travel away from crew bases. The increase also reflects the absence of European operations in 2026, because under the Company’s European ACMI contract, crew travel costs were paid directly by the customer.
Aircraft rent increased by $0.7 million or 4.4%, from $14.6 million in 2025 to $15.3 million in 2026, driven by an increase in supplemental rent expenses of $0.7 million or 9.5% from $7.4 million in 2025 to $8.1 million in 2026 driven by a year-over-year increase in rate on leased aircraft.
Operating income increased by $3.0 million, from $1.0 million in 2025 to $4.0 million in 2026. Operating income as a percentage of revenue increased by 3.8 percentage points from 1.8% in 2025 to 5.6% in 2026. This increase was driven by improved revenue rates, due to high market demand surrounding the FIFA World Cup 2026™, higher fuel prices, and lower market supply as airlines have reduced capacity.
24
Non-operating Expenses
The following table compares our Non-operating Expenses (in thousands):
|
|
Three Months Ended September 30, |
|
|
|
|
|
|
|
|||||||
Non-Operating Expenses |
|
2026 |
|
|
2025 |
|
|
Inc/(Dec) |
|
|
% Change |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest Expense |
|
$ |
3,817 |
|
|
$ |
2,990 |
|
|
$ |
827 |
|
|
|
27.7 |
% |
Gain on Settlement |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
N/A |
|
|
Total Non-Operating Expenses |
|
$ |
3,817 |
|
|
$ |
2,990 |
|
|
$ |
827 |
|
|
|
27.7 |
% |
Interest expense increased $0.8 million, from $3.0 million in 2025 to $3.8 million in 2026, driven by the increase of aircraft under finance leases from 4.0 to 8.7 equivalent aircraft.
Net Income (Loss)
Net Income (Loss) attributable to the Company improved by $2.2 million, from a net loss of $2.0 million in 2025 to net income of $0.2 million in 2026, primarily as a result of the factors described above.
Nine months ended September 30, 2026 and 2025
Revenue and Statistics
The following table compares our Operating Fleet (average aircraft equivalents during the period) and total Block Hours operated:
|
|
Nine Months Ended September 30, |
|
|
|
|
|
|
|
|||||||
Operating Fleet |
|
2026 |
|
|
2025 |
|
|
Inc/(Dec) |
|
|
% Change |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
A319 |
|
|
2.6 |
|
|
|
0.8 |
|
|
|
1.8 |
|
|
|
225.0 |
% |
A320 |
|
|
12.0 |
|
|
|
10.0 |
|
|
|
2.0 |
|
|
|
20.0 |
% |
A321 |
|
|
8.0 |
|
|
|
7.9 |
|
|
|
0.1 |
|
|
|
1.3 |
% |
Total Operating Average Aircraft Equivalents |
|
|
22.6 |
|
|
|
18.7 |
|
|
|
3.9 |
|
|
|
20.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net Aircraft Available |
|
|
16.1 |
|
|
|
16.6 |
|
|
|
(0.5 |
) |
|
|
-3.0 |
% |
Total Block Hours (1) |
|
|
26,170 |
|
|
|
25,072 |
|
|
|
1,098 |
|
|
|
4.4 |
% |
Average Utilization per available aircraft |
|
|
1,626.1 |
|
|
|
1,512.2 |
|
|
|
113.9 |
|
|
|
7.5 |
% |
(1) Total Block Hours operated by GlobalX for the purpose of expressing the utilization of GlobalX net available aircraft.
The following table describes the degree to which variations in revenues, in thousands, can be attributed to fluctuations in prices and nature of GlobalX services.
25
|
|
Nine Months Ended September 30, |
|
|
|
|
|
|
||||||
Revenue |
|
2026 |
|
|
2025 |
|
|
Inc/(Dec) |
|
|
% Change |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||
Charter |
|
$ |
61,859 |
|
|
$ |
48,143 |
|
|
$ |
13,716 |
|
|
28.5% |
ACMI |
|
|
139,433 |
|
|
|
132,067 |
|
|
|
7,366 |
|
|
5.6% |
Other |
|
|
9,060 |
|
|
|
5,794 |
|
|
|
3,266 |
|
|
56.4% |
Total |
|
$ |
210,352 |
|
|
$ |
186,004 |
|
|
$ |
24,348 |
|
|
13.1% |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Block Hours |
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||
Charter |
|
|
3,520 |
|
|
|
3,211 |
|
|
|
309 |
|
|
9.6% |
Sub-service Charter |
|
|
3 |
|
|
|
367 |
|
|
|
(364 |
) |
|
-99.2% |
Total Charter |
|
|
3,523 |
|
|
|
3,578 |
|
|
|
(55 |
) |
|
-1.5% |
ACMI |
|
|
21,814 |
|
|
|
21,315 |
|
|
|
499 |
|
|
2.3% |
Subservice ACMI |
|
|
117 |
|
|
|
73 |
|
|
|
44 |
|
|
60.3% |
Total ACMI |
|
|
21,931 |
|
|
|
21,388 |
|
|
|
543 |
|
|
2.5% |
Non Revenue |
|
|
835 |
|
|
|
546 |
|
|
|
289 |
|
|
52.9% |
Total |
|
|
26,289 |
|
|
|
25,512 |
|
|
|
777 |
|
|
3.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Revenue per Block Hour |
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||
Charter |
|
$ |
17.6 |
|
|
$ |
13.5 |
|
|
$ |
4.1 |
|
|
30.4% |
ACMI |
|
$ |
6.4 |
|
|
$ |
6.2 |
|
|
$ |
0.2 |
|
|
3.2% |
Charter revenue for the period increased $13.7 million or 28.5%, from $48.1 million in 2025 to $61.9 million in 2026. This increase was primarily driven by an increase in the rate for Charter flying of 30.4% from $13,455 per Block Hour in 2025 to $17,559 per Block Hour in 2026 resulting in a $14.4 million increase in revenue. This increase was partially offset by a 1.5% decrease in Charter Block Hours, from 3,578 Block Hours in 2025 to 3,523 Block Hours in 2026, which resulted in a $0.7 million decrease in revenue. The increase in the per-Block-Hour rate was primarily driven by high market demand, higher fuel prices, and a shortage of supply as competitors reduced capacity. The decrease in Charter Block Hours was due to an intentional focus on an increased level of flying on an ACMI basis and the Company’s exit from the Cuba-based charter market.
ACMI revenue for the period increased by $7.4 million or 5.6%, from $132.1 million in 2025 to $139.4 million in 2026. This increase was attributable to a $4.0 million increase resulting from a 3.0% increase in the average ACMI rate, from $6,175 per Block Hour in 2025 to $6,358 per Block Hour in 2026, and a $3.4 million increase resulting from a 2.5% increase in ACMI Block Hours, from 21,388 in 2025 to 21,931 in 2026, or an increase of 543 Block Hours. The higher average rate reflects a shift away from European seasonal ACMI contracts, which have higher minimum hours and lower rates per Block Hour.
Other revenue for the period increased by $3.3 million from $5.8 million in 2025 to $9.1 million in 2026. The increase is primarily driven by more fueling and other administrative services provided to our customers.
Operating Expenses
The following table compares our Operating Expenses (in thousands):
|
|
Nine Months Ended September 30, |
|
|
|
|
|
|
|
|||||||
Operating Expenses |
|
2026 |
|
|
2025 |
|
|
Inc/(Dec) |
|
|
% Change |
|
||||
Salaries, Wages, & Benefits |
|
$ |
62,013 |
|
|
$ |
59,979 |
|
|
$ |
2,034 |
|
|
|
3.4 |
% |
Aircraft Fuel |
|
|
16,094 |
|
|
|
11,782 |
|
|
|
4,312 |
|
|
|
36.6 |
% |
Maintenance, materials and repairs |
|
|
18,821 |
|
|
|
14,413 |
|
|
|
4,408 |
|
|
|
30.6 |
% |
Depreciation and amortization |
|
|
16,630 |
|
|
|
8,099 |
|
|
|
8,531 |
|
|
|
105.3 |
% |
Contracted ground and aviation services |
|
|
17,430 |
|
|
|
14,123 |
|
|
|
3,307 |
|
|
|
23.4 |
% |
Travel |
|
|
7,788 |
|
|
|
6,988 |
|
|
|
800 |
|
|
|
11.4 |
% |
Insurance |
|
|
3,694 |
|
|
|
3,808 |
|
|
|
(114 |
) |
|
|
-3.0 |
% |
Aircraft Rent |
|
|
41,165 |
|
|
|
43,809 |
|
|
|
(2,644 |
) |
|
|
-6.0 |
% |
Other |
|
|
15,201 |
|
|
|
15,582 |
|
|
|
(381 |
) |
|
|
-2.4 |
% |
Total Operating Expenses |
|
$ |
198,836 |
|
|
$ |
178,583 |
|
|
$ |
20,253 |
|
|
|
11.3 |
% |
26
Salaries, wages, and benefits increased $2.0 million or 3.4%, from $60.0 million in 2025 to $62.0 million in 2026, primarily due to expanded headcount across the organization to support the growing fleet and operations, as well as scheduled compensation adjustments reflecting market conditions and performance across all levels of the company. This increase was partially offset by initiating several actions to reduce headcount and salaries including outsourcing line maintenance at GlobalX’s primary base. Pilots increased from 142 to 186 or 31.0%.
Aircraft fuel increased by $4.3 million or 36.6% from $11.8 million in 2025 to $16.1 million in 2026. The increase was primarily driven by a $2.4 million increase in the price of base jet fuel. Also contributing was a $1.9 million increase due to increased Charter and Non-Revenue Block Hours.
Maintenance, materials, and repairs increased by $4.4 million or 30.6%, from $14.4 million to $18.8 million. This increase was primarily driven due to outsourcing the Miami line maintenance, increasing expenses by $3.0 million or $115 per Block Hour. In addition, a $1.4 million increase is attributable to parts and repair expenses. The Block Hour rate increased from $575 per Block Hour in 2025 to $719 per Block Hour in 2026.
Depreciation and amortization increased by $8.5 million or 105.3%, from $8.1 million in 2025 to $16.6 million in 2026, primarily driven by aircraft deliveries secured on finance leases, the purchase of an A320 aircraft, and an increase in rotable parts owned.
Contracted ground and aviation services expenses increased by $3.3 million or 23.4%, from $14.1 million in 2025 to $17.4 million in 2026. This was primarily driven by increased volume since contracted ground and aviation services are not associated with ACMI services.
Travel increased $0.8 million, or 11.4% from $7.0 million to $7.8 million. This increase was primarily driven by travel related to the increased charter demand related to the FIFA World Cup 2026™, increased ticket expenses resulting from crew being away from base required for this flying.
Aircraft rent decreased $2.6 million or 6.0%, from $43.8 million in 2025 to $41.2 million in 2026, primarily driven by a decrease in base rent expenses of $2.5 million or 11.3% due to the decrease in the average number of aircraft on operating leases from 14.7 to 13.8 aircraft in the fleet. Adding to the savings, was a $1.0 million decrease in the number of sub-service hours required. Offsetting the savings was an increase in supplemental rent expenses of approximately $0.8 million or approximately 4% from $20.0 million in 2025 to approximately $20.8 million in 2026 driven by a year-over-year increase in Block Hours on leased aircraft.
Operating income improved by $4.1 million, from $7.4 million in 2025 to $11.5 million in 2026. Operating income as a percentage of revenue improved by 1.5 percentage points from 4.0% in 2025 to 5.5% in 2026. This improvement was a result of GlobalX’s ability to grow its revenue faster than its cost structure as the airline works towards achieving scale and profitability. Three factors drove these results: rates, utilization and scale. The Company’s Charter rate grew approximately 30.4%, from $13,455 per Block Hour in 2025 to $17,559 per Block Hour in 2026. The Company’s average utilization per available aircraft grew 7.5%, from 1,512 Block Hours in 2025 to 1,626 Block Hours in 2026. The Company’s increasing scale also contributed to this positive result, for example, there were savings on a per Block Hour basis in aircraft rent and insurance, which combined with the other factors to drive the improvement.
Non-operating Expenses
The following table compares our Non-operating Expenses (in thousands):
|
|
Nine Months Ended September 30, |
|
|
|
|
|
|
|
|||||||
Non-Operating Expenses (Income) |
|
2026 |
|
|
2025 |
|
|
Inc/(Dec) |
|
|
% Change |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest Expense |
|
$ |
10,890 |
|
|
$ |
8,233 |
|
|
$ |
2,657 |
|
|
|
32.3 |
% |
Gain on Settlement |
|
|
(1,049 |
) |
|
|
- |
|
|
|
(1,049 |
) |
|
N/A |
|
|
Total Non-Operating Expenses (Income) |
|
$ |
9,841 |
|
|
$ |
8,233 |
|
|
$ |
1,608 |
|
|
|
19.5 |
% |
Interest expense increased by $2.7 million, from $8.2 million in 2025 to $10.9 million in 2026, driven by the increase of aircraft under finance leases from 3.9 to 7.8 equivalent aircraft.
Gain on Settlement: GlobalX recognized a gain on settlement of $1.0 million related to the resolution of its outstanding prepayment balance obligation with a broker-customer.
27
Net Income (Loss)
Net Income (Loss) attributable to the Company improved by $2.8 million, from a net loss of $1.2 million in 2025 to net income of $1.6 million in 2026, as a result of the factors described above.
Liquidity and Capital Resources
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, 2026, the Company had a working capital deficit of $70.5 million and retained deficit of $72.0 million. 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.
As of September 30, 2026, the Company had approximately $13.3 million in unrestricted cash and cash equivalents and approximately $0.9 million in restricted cash, a decrease of approximately $3.4 million and $2.9 million, respectively, from December 31, 2025, primarily due to new aircraft deliveries, customer deposits, and principal payments on finance leases and debt.
The Company has significant fixed and noncancelable lease commitments of aircraft, equipment and related maintenance checks. As of September 30, 2026, the Company had a total of $48.2 million due in the next 12 months of future minimum lease payments under finance and operating leases. As of September 30, 2026, the Company had a total of $145.9 million due after 12 months from the balance sheet date of future minimum lease payments under finance and operating leases, and approximately $39.1 million in notes payable included in the non-current liabilities presented in the Company’s condensed consolidated balance sheet. The Company ended the period of January 1 to September 30, 2026 with twenty-one passenger aircraft and four cargo aircraft and expects the fleet to increase to twenty-three passenger aircraft and remain at four cargo aircraft by the end of 2026. To achieve the number of aircraft deliveries in 2026, the Company currently has two aircraft under lease with partial or total deposits paid.
In 2026 GlobalX expects to continue its business growth by (i) providing services on an ACMI basis using wet lease contracts to airlines and non-airlines, (ii) on a Charter basis providing passenger and cargo 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, (iii) extending GlobalX current operations within the United States, Europe, Canada, Central and South America and continuing recruiting and maintaining a dynamic team of customer-centric flight crews, ground teams and management staff, (iv) maintain GlobalX’s passenger aircraft fleet at twenty-one and GlobalX’s cargo aircraft fleet to remain at four by the end of 2026, and (v) achieving an increase in total revenue.
The Company expects to improve profitability during the year 2026, mainly as a result of GlobalX’s strategy implemented starting in 2024 of developing and implementing growth in its revenue faster than its cost structure. There are a few factors the Company expects to drive the improved margins, including securing higher rates for both ACMI and Charter contracts and maintaining the number of passenger aircraft at 21.
The ability of GlobalX to execute its build-out and growth strategy and achieve operations will depend on the acquisition of 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, then shareholders may suffer significant dilution. If additional financing is not available, or if available, not available on satisfactory terms, then 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 expenses and decreased net income. Investors are cautioned that there can be no assurance as to the terms of any such financing and whether any such financing will be available. The level of GlobalX’s indebtedness could impair its ability to obtain additional financing to timely take advantage of future business opportunities that may arise.
The Company regularly assesses our anticipated working capital needs, debt and leverage levels, debt maturities, capital expenditure requirements and future investments or acquisitions in an effort to maximize shareholder returns, efficiently finance our ongoing operations and maintain flexibility for future strategic transactions. The Company also regularly evaluates our liquidity and capital structure in an effort to ensure financial risks, adequate liquidity access and lower cost of capital are efficiently managed. Management is actively assessing various options to procure additional funds, including exploring opportunities for additional equity or debt financing to the extent it determines such financing is necessary or appropriate.
28
The most significant liquidity events during the nine months ended September 30, 2026, were as follows:
Operating activities. During the nine months ended September 30, 2026, net cash provided by operating activities increased $6.9 million to $16.4 million, consisting primarily of $28.0 million in noncash adjustments for depreciation and amortization of fixed assets, operating lease right of use assets and debt issue costs, $5.6 million in interest on finance leases, $1.7 million of net income, $1.2 million of share-based payments, $0.3 million of credit losses, $2.3 million of increase in accounts payable, and $0.3 million of decrease in Spare parts. These were partially offset by $10.9 million of decrease in operating lease obligations, $9.7 million of decrease in accrued liabilities and other liabilities, $1.7 million of increase in prepaid expenses and other current assets and $0.6 million of increase in accounts receivable. For 2025, net cash provided by operating activities during the nine months ended September 30, 2025 increased $11.8 million to $9.5 million, consisting primarily of $23.6 million in noncash adjustments for depreciation and amortization of fixed assets, operating lease right of use assets and debt issue costs, $3.3 million in interest on finance leases, $2.2 million of share-based payments, and $1.5 million of increase in accounts payable. These were partially offset by $15.6 million of decrease in operating lease obligations, $4.8 million of decrease in accrued liabilities and other liabilities, $1.8 million of increase in prepaid expenses and other current assets, and $0.8 million of net loss.
Investing activities. During the nine months ended September 30, 2026, net cash used in investing activities increased $0.7 million to $12.3 million of net cash used in investing activities, consisting of $7.5 million of Purchases of property and equipment and $4.8 million of increase of deposits, deferred costs and other assets. During the nine months ended September 30, 2025, net cash used in investing activities increased $5.3 million to $11.6 million, consisting of $10.0 million of Purchases of property and equipment and $1.6 million of increase of deposits, deferred costs and other assets.
Financing activities. During the nine months ended September 30, 2026, net cash used in financing activities increased $5.6 million to $10.4 million, consisting of $8.0 million of Principal payments on finance leases, $2.4 million of Principal payments on note payable, and $0.1 million of Noncontrolling interest dividends paid to the holder of the Noncontrolling interest in Top Flight, a subsidiary in which the Company holds an 80% membership interest. These were partially offset by $0.2 million of Proceeds on issuance of shares. During the nine months ended September 30, 2025, net cash used in financing activities increased $3.4 million to $4.8 million of net cash used in financing activities, consisting primarily of $3.8 million of Principal payments on finance leases, $0.7 million of Principal payments on note payable, $0.2 million of Debt issue costs, and $0.3 million of Noncontrolling interest dividends paid to the holder of the Noncontrolling interest in Top Flight. These were partially offset by $0.2 million of Proceeds on issuance of shares. These distributions were made pursuant to Top Flight’s operating agreement and do not represent dividends on the Company's common stock.
29
Item 3 – Quantitative and Qualitative Disclosures about Market Risk
Not applicable.
Item 4 – Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The Company’s management, with the participation of the Company's Executive Chairman and President & Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934) as of September 30, 2026. Based upon that evaluation, our Executive Chairman and President & Chief Financial Officer concluded that, as of September 30, 2026, the Company’s disclosure controls and procedures were effective in ensuring that information relating to the Company required to be disclosed by the Company 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 Company’s Executive Chairman and the President & Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
There were no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) that occurred during the three month period ended September 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
30
PART II - OTHER INFORMATION
ITEM 1 Legal Proceedings
For a description of certain legal proceedings, see Note 10 to the condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report, which disclosure is incorporated herein by reference.
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
During the three and nine months ended September 30, 2026,
31
Item 6 - Exhibits
Exhibit Number |
|
Description |
10.1 |
|
Airframe and Engines Lease Agreement (MSN 5999), dated August 24, 2026, between Bank of Utah, not in its individual capacity but solely as owner trustee, and Global Crossing Airlines, Inc. |
10.2 |
|
Aircraft Operating Lease Agreement (MSN 6014), dated March 6, 2026, between UMB Bank, N.A., not in its individual capacity but solely as owner trustee, and Global Crossing Airlines, Inc. |
10.3 |
|
Aircraft Operating Lease Agreement Amendment (MSN 6014), dated July 17, 2026, between UMB Bank, N.A., not in its individual capacity but solely as owner trustee, and Global Crossing Airlines, Inc. |
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* |
|
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
32.2* |
|
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
101.INS |
|
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document. |
101.SCH |
|
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents. |
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* Furnished, rather than filed, herewith, pursuant to Item 601(b)(32) of Regulation S-K.
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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.
Dated: November 5, 2026 Global Crossing Airlines Group Inc.
By: /s/ Ryan Goepel
Ryan Goepel,
President & Chief Financial Officer
33