JETBF posts $186.0M YTD revenue, flags going concern risk
Global Crossing Airlines Group Inc. (JETBF) filed its Q3 2025 10‑Q, reporting stronger top line with tighter losses alongside a going concern warning. Q3 revenue was
The company disclosed a working capital deficit of
Operations generated
Positive
- None.
Negative
- Going concern uncertainty: working capital deficit of
$54.0M and retained deficit of$71.8M raise “substantial doubt” about continuing operations. - Leverage and high-cost debt: senior secured notes at
15% interest and new aircraft loan at8.84% increase financing burden. - Revenue concentration risk: in Q3, Customer A and Customer B represented ~
57% and13% of revenue.
Insights
Improved operations, but going concern and leverage dominate risk.
Global Crossing delivered Q3 operating income of
However, the filing cites a working capital deficit of
Debt costs are meaningful: senior secured notes due
ESPP
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
OR
For the transition period from to
Commission File Number:
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification Number) |
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(Address of principal executive office) |
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(Zip Code) |
Registrant’s telephone number, including area code: (
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 if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
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 |
[ ] |
Accelerated filer |
[ ] |
[X] |
Smaller reporting company |
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Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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 5, 2025 was 65,387,229 shares, consisting of 50,163,348 shares of common stock,
GLOBAL CROSSING AIRLINES GROUP INC.
Form 10-Q
Period Ended September 30, 2025
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, 2025 (Unaudited) and December 31, 2024 |
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3 |
Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2025 and 2024 (Unaudited) |
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4 |
Condensed Consolidated Statements of Stockholders' Equity for the Three and Nine Months Ended September 30, 2025 and 2024 (Unaudited) |
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5 |
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024 (Unaudited) |
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6 |
Notes to Condensed Consolidated Financial Statements (Unaudited) |
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7 |
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
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21 |
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
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29 |
ITEM 4. CONTROLS AND PROCEDURES |
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30 |
PART II - OTHER INFORMATION |
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31 |
ITEM 6. EXHIBITS |
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32 |
SIGNATURES |
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33 |
2
GLOBAL CROSSING AIRLINES GROUP INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except par value and share quantities)
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September 30, 2025 |
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December 31, 2024 |
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(Unaudited) |
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Current Assets |
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Cash and cash equivalents |
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$ |
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$ |
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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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Current assets held for sale |
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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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Operating lease right-of-use assets |
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Deposits |
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Other assets |
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Total Assets |
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$ |
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$ |
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Current liabilities |
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Accounts payable |
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$ |
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$ |
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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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- |
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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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$ |
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Commitments and Contingencies (Note 9) |
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Stockholders' Equity (Deficit) |
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Common Stock |
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$ |
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$ |
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$ |
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Additional paid-in capital |
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Retained deficit |
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( |
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( |
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Total Company's stockholders’ deficit |
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( |
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( |
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Noncontrolling interest |
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Total stockholders’ deficit |
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( |
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( |
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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, 2025 |
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Three Months Ended September 30, 2024 |
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Nine Months Ended September 30, 2025 |
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Nine Months Ended September 30, 2024 |
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Revenue |
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$ |
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$ |
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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 (Loss) |
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( |
) |
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( |
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Non-Operating Expenses |
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Interest Expense |
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Total Non-Operating Expenses |
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Loss before income taxes |
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( |
) |
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( |
) |
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( |
) |
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( |
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Income tax expense |
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Net Loss |
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( |
) |
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( |
) |
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( |
) |
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( |
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Net Income (Loss) attributable to Noncontrolling Interest |
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( |
) |
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( |
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Net Loss attributable to the Company |
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( |
) |
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( |
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( |
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( |
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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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Fully diluted shares outstanding |
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See accompanying notes to condensed consolidated financial statements.
4
GLOBAL CROSSING AIRLINES GROUP INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(UNAUDITED)
(In thousands, except shares 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, 2024 |
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$ |
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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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Loss 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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( |
) |
Ending – March 31, 2024 |
|
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$ |
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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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Issuance of shares - ESPP |
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— |
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— |
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— |
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Dividends |
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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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( |
) |
Income for the period |
|
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— |
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— |
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— |
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||||
Ending – June 30, 2024 |
|
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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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— |
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|||||
Loss for the period |
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— |
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— |
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— |
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( |
) |
|
|
( |
) |
|
( |
) |
|
( |
) |
Ending – September 30, 2024 |
|
|
|
|
$ |
|
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$ |
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$ |
( |
) |
|
$ |
( |
) |
$ |
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$ |
( |
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||||
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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, 2025 |
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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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— |
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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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Issuance of shares – options exercised |
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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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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 11) |
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— |
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— |
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— |
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— |
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Dividends |
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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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( |
) |
Income for the period |
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— |
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— |
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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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— |
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Dividends |
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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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( |
) |
(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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( |
) |
|
Ending – September 30, 2025 |
|
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$ |
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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)
|
|
For the nine months ended September 30, |
|
|||||
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2025 |
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2024 |
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||
CASH FLOWS FROM OPERATING ACTIVITIES |
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Net Loss |
|
$ |
( |
) |
|
$ |
( |
) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: |
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Depreciation expense |
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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 |
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Interest on finance leases |
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Changes in assets and liabilities: |
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Accounts receivable |
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Assets held for sale |
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( |
) |
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( |
) |
Prepaid expenses and other current assets |
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( |
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Accounts payable |
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Accrued liabilities and other liabilities |
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( |
) |
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( |
) |
Operating lease obligations |
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( |
) |
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( |
) |
Other liabilities |
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( |
) |
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( |
) |
Net cash provided by (used in) operating activities |
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( |
) |
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CASH FLOWS FROM INVESTING ACTIVITIES |
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||
Deposits, deferred costs and other assets |
|
|
( |
) |
|
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( |
) |
Purchases of property and equipment |
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( |
) |
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( |
) |
Net cash used in investing activities |
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( |
) |
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( |
) |
CASH FLOWS FROM FINANCING ACTIVITIES |
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Principal payments on finance leases |
|
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( |
) |
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( |
) |
Principal payments on note payable |
|
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( |
) |
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— |
|
Debt issue costs |
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( |
) |
|
|
— |
|
Proceeds on issuance of shares |
|
|
|
|
|
|
||
Dividends |
|
|
( |
) |
|
|
( |
) |
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 |
|
$ |
|
|
$ |
|
||
Aircraft acquired through note payable |
|
$ |
|
|
$ |
- |
|
|
Aircraft acquired through finance leases |
|
$ |
|
|
$ |
|
||
Airframe acquired through finance leases |
|
$ |
|
|
$ |
- |
|
|
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, Caribbean, Latin American and European markets.
The condensed consolidated financial statements include the accounts of the Company, and its subsidiaries, Global Crossing Airlines, Inc. and Global Crossing Airlines Operations, LLC (collectively “GlobalX USA”), Global Crossing Airlines Holdings, Inc, GlobalX Travel Technologies, Inc. (“Technologies”), GlobalX Air Tours, LLC (“GlobalX Tours”), LatinX Air S.A.S., UrbanX Air Mobility, Inc. (“UrbanX”), Charter Air Solutions, LLC (“Top Flight”), and MSN 3101 Acquisition LLC (“MSN 3101”). All intercompany transactions and balances have been eliminated in consolidation.
The accompanying unaudited condensed consolidated financial statements and related notes (the “Financial Statements”) have been prepared in accordance with the U.S. Securities and Exchange Commission (the “SEC”) requirements for quarterly reports on Form 10-Q, and consequently exclude certain disclosures normally included in audited consolidated financial statements prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). In the opinion of the management, the Financial Statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position as of September 30, 2025, and its results of operations for the three and nine months ended September 30, 2025, and its cash flows for the nine months ended September 30, 2025. The condensed consolidated balance sheet at December 31, 2024, was derived from the Company's audited annual consolidated financial statements as of and for the year ended December 31, 2024, but does not contain all of the footnote disclosures from such audited annual consolidated financial statements. The Financial Statements should be read in conjunction with such audited consolidated financial statements and the notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, which includes additional disclosures and a summary of our 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 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, 2025, the Company had a working capital deficit of $
Reclassification
The Company reclassified $
2. NEW ACCOUNTING STANDARDS
Recently Issued Accounting Standards
7
In December 2023, the FASB issued ASU 2023-09 – Improvements to Income Tax Disclosures – Amendments (the "Update"). This update requires that public business entities on an annual basis (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income (or loss) by the applicable statutory income tax rate). All entities disclose on an annual basis the following information about income taxes paid: (1) the amount of income taxes paid (net of refunds received) disaggregated by federal (national), state, and foreign taxes; and (2) the amount of income taxes paid (net of refunds received) disaggregated by individual jurisdictions in which income taxes paid (net of refunds received) is equal to or greater than 5 percent of total income taxes paid (net of refunds received). All entities disclose the following information: (1) income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign; and (2) income tax expense (or benefit) from continuing operations disaggregated by federal (national), state, and foreign. The amendments in this Update eliminate the requirement for all entities to (1) disclose the nature and estimate of the range of the reasonably possible change in the unrecognized tax benefits balance in the next 12 months or (2) make a statement that an estimate of the range cannot be made. The amendments in this Update remove the requirement to disclose the cumulative amount of each type of temporary difference when a deferred tax liability is not recognized because of the exceptions to comprehensive recognition of deferred taxes related to subsidiaries and corporate joint ventures. The amendments in this Update replace the term public entity as currently used in Topic 740 with the term public business entity as defined in the Master Glossary of the Codification. The amendments in this Update are effective for public business entities for fiscal years beginning after December 15, 2024. The Company will adopt ASU 2023-09 in its fourth quarter of 2025 using a prospective transition method. The Company is currently evaluating the full effect that the adoption of this standard will have on its condensed consolidated financial statements.
In March 2024, the FASB issued ASU 2024-01 – Compensation-Stock Compensation – Amendments. This update aims to improve GAAP by adding an illustrative example to demonstrate how an entity should apply the scope guidance in paragraph 718-10-15-3 to determine whether profits interest and similar awards ("profits interest awards") should be accounted for in accordance with Topic 718, Compensation-Stock Compensation. The amendments in this update are effective for public business entities for fiscal years beginning after December 15, 2024. The Company
In November 2024, the FASB issued ASU 2024-03 – Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures. This update require disclosure, in the notes to financial statements, of specified information about certain costs and expenses. The amendments require that at each interim and annual reporting period an entity: (1) disclose the amounts of (a) purchases of inventory, (b) employee compensation, (c) depreciation, (d) intangible asset amortization, and (e) depreciation, depletion, and amortization recognized as part of oil and gas-producing activities (DD&A) (or other amounts of depletion expense) included in each relevant expense caption with a relevant expense caption being an expense caption presented on the face of the income statement within continuing operations that contains any of the expense categories listed in (a)–(e); (2) include certain amounts that are already required to be disclosed under GAAP in the same disclosure as the other disaggregation requirements; (3) disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively; and (4) disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. An entity is not precluded from providing additional voluntary disclosures that may provide investors with additional decision-useful information. The amendments in this update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Managements expect no significant impact after adoption of the new standard.
In January 2025, the FASB issued ASU 2025-01 – Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures. This update amends the effective date of Update 2024-03 to clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Managements expect no significant impact after adoption of the new standard.
In July 2025, the FASB issued ASU 2025-05 – Financial Instruments—Credit Losses. This update provides all entities with a practical expedient in developing reasonable and supportable forecasts as part of estimating expected credit losses. All entities may elect a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset. This update will be effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted in both interim and annual reporting periods in which financial statements have not yet been issued or made available for issuance. Managements expect no significant impact after adoption of the new standard.
3. INVESTMENTS
Investment in Canada Jetlines Operations Ltd. (“Jetlines”):
On June 28, 2021, the Company completed the spin-out pursuant to the Arrangement under which the Company transferred
8
On September 11, 2024, Jetlines filed an Assignment in Bankruptcy after finding that it would be unable to secure financing to continue with its Proposal under the Bankruptcy and Insolvency Act. BDO Canada Limited was assigned as Trustee of the bankrupt estate. Prior to bankruptcy, the Company held approximately
The Company had provided a guarantee for one of Jetlines’ aircraft and as a result the Company settled a $
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, 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:
|
|
|
|
|||||
|
|
September 30, 2025 |
|
|
December 31, 2024 |
|
||
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, 2025, depreciation of property and equipment was $
During the three and nine months ended September 30, 2024, depreciation of property and equipment was $
5. NOTES PAYABLE
9
On August 2 and December 21, 2023, the Company consummated the placement of $
The terms of the Secured Notes include:
The Company determined that the terms of the warrants issued in the financing require the warrants to be classified as equity. Accordingly, upon issuance, the Company recorded debt issuance costs of $
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.
Related to issuance of Secured Notes of $
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:
10
|
|
For the Nine Months Ended September 30, 2025 |
|
|
For the Year Ended December 31, 2024 |
|
||
Subscription Agreement |
|
$ |
|
|
$ |
|
||
Promissory Note |
|
|
|
|
|
- |
|
|
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 AUTHORIZED
As of September 30, 2025 and December 31, 2024, the Company had
7. WARRANTS
Following is a summary of the warrant activity during the three and nine months ended September 30, 2025 and 2024:
|
|
Number of Share Purchase Warrants |
|
|
Weighted Average Exercise Price |
|
||
Outstanding January 1, 2024 |
|
|
|
|
$ |
|
||
Issued |
|
|
— |
|
|
|
— |
|
Exercised |
|
|
— |
|
|
|
— |
|
Expired |
|
|
( |
) |
|
|
|
|
Outstanding March 31, 2024 |
|
|
|
|
$ |
|
||
Issued |
|
|
— |
|
|
|
— |
|
Exercised |
|
|
— |
|
|
|
— |
|
Expired |
|
|
— |
|
|
|
— |
|
Outstanding June 30, 2024 |
|
|
|
|
$ |
|
||
Issued |
|
|
— |
|
|
|
— |
|
Exercised |
|
|
— |
|
|
|
— |
|
Expired |
|
|
— |
|
|
|
— |
|
Outstanding September 30, 2024 |
|
|
|
|
$ |
|
||
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Outstanding January 1, 2025 |
|
|
|
|
$ |
|
||
Issued |
|
|
— |
|
|
|
— |
|
Exercised |
|
|
— |
|
|
|
— |
|
Expired |
|
|
— |
|
|
|
— |
|
Outstanding March 31, 2025 |
|
|
|
|
$ |
|
||
Issued |
|
|
— |
|
|
|
— |
|
Exercised |
|
|
— |
|
|
|
— |
|
Expired |
|
|
— |
|
|
|
— |
|
Outstanding June 30, 2025 |
|
|
|
|
$ |
|
||
Issued |
|
|
— |
|
|
|
— |
|
Exercised |
|
|
— |
|
|
|
— |
|
Expired |
|
|
— |
|
|
|
— |
|
Outstanding September 30, 2025 |
|
|
|
|
$ |
|
||
As of September 30, 2025, the following share purchase warrants were outstanding and exercisable:
Outstanding |
|
|
Exercise Price |
|
Remaining life |
|
|
Expiry Date |
||
|
|
|
$ |
|
|
|
|
|||
|
|
|
$ |
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
||
11
As of September 30, 2024, 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 maximum 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
The following is a summary of stock option activities for the three and nine months ended September 30, 2025 and 2024:
|
|
Number of stock |
|
|
Weighted average |
|
|
Weighted average |
|
|||
Outstanding January 1, 2024 |
|
|
|
|
$ |
|
|
$ |
|
|||
Granted |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Exercised |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Forfeited |
|
|
( |
) |
|
|
|
|
|
|
||
Outstanding March 31, 2024 |
|
|
|
|
$ |
|
|
$ |
|
|||
Granted |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Exercised |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Forfeited |
|
|
( |
) |
|
|
|
|
|
|
||
Outstanding June 30, 2024 |
|
|
|
|
$ |
|
|
$ |
|
|||
Granted |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Exercised |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Forfeited |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Outstanding September 30, 2024 |
|
|
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Outstanding Jan 1, 2025 |
|
|
|
|
$ |
|
|
$ |
|
|||
Granted |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Exercised |
|
|
( |
) |
|
|
|
|
|
|
||
Forfeited |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Outstanding March 31, 2025 |
|
|
|
|
$ |
|
|
$ |
|
|||
Granted |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Exercised |
|
|
( |
) |
|
|
|
|
|
|
||
Forfeited |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Outstanding June 30, 2025 |
|
|
— |
|
|
$ |
- |
|
|
$ |
- |
|
Granted |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Exercised |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Forfeited |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Outstanding September 30, 2025 |
|
|
— |
|
|
$ |
- |
|
|
$ |
- |
|
12
As of September 30, 2025, there were no stock options outstanding and exercisable.
As of September 30, 2024, the following stock options were outstanding and exercisable:
Outstanding |
|
|
Exercisable |
|
|
Exercise Price |
|
|
Remaining life (years) |
|
|
Expiry Date |
||||
|
|
|
|
|
|
$ |
|
|
|
— |
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
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
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 a share of 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.
If no such obligation exists, then RSUs are accounted for as equity settled share-based payments and are valued using the share price on grant date. Upon settlement:
The following is a summary of RSU activities for the three and nine months ended September 30, 2025 and 2024:
13
|
|
Number of RSUs |
|
|
Weighted average grant date fair value per RSU |
|
||
Outstanding January 1, 2024 |
|
|
|
|
$ |
|
||
Granted |
|
|
|
|
|
|
||
Vested |
|
|
( |
) |
|
|
|
|
Forfeited |
|
|
( |
) |
|
|
|
|
Outstanding March 31, 2024 |
|
|
|
|
$ |
|
||
Granted |
|
|
|
|
|
|
||
Vested |
|
|
( |
) |
|
|
|
|
Forfeited |
|
|
( |
) |
|
|
|
|
Outstanding June 30, 2024 |
|
|
|
|
$ |
|
||
Granted |
|
|
|
|
|
|
||
Vested |
|
|
( |
) |
|
|
|
|
Forfeited |
|
|
( |
) |
|
|
|
|
Outstanding September 30, 2024 |
|
|
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Outstanding January 1, 2025 |
|
|
|
|
$ |
|
||
Granted |
|
|
|
|
|
|
||
Vested |
|
|
( |
) |
|
|
|
|
Forfeited |
|
|
( |
) |
|
|
|
|
Outstanding March 31, 2025 |
|
|
|
|
$ |
|
||
Granted |
|
|
|
|
|
|
||
Vested |
|
|
( |
) |
|
|
|
|
Forfeited |
|
|
( |
) |
|
|
|
|
Outstanding June 30, 2025 |
|
|
|
|
$ |
|
||
Granted |
|
|
|
|
|
|
||
Vested |
|
|
( |
) |
|
|
|
|
Forfeited |
|
|
( |
) |
|
|
|
|
Outstanding September 30, 2025 |
|
|
|
|
$ |
|
||
During the three and nine months ended September 30, 2025, the Company recognized total share-based payments expense with respect to stock options, RSUs and employees' stock purchase plan of $
During the three and nine months ended September 30, 2024, the Company recognized total share-based payments expense with respect to stock options, RSUs and employees' stock purchase plan of $
The remaining compensation that has not been recognized as of September 30, 2025 and 2024 with regards to RSUs and the weighted average period in which they will be recognized are $
Employee Stock Purchase Plan
In September 2021, the Board adopted the GlobalX 2021 Employee Stock Purchase Plan (“ESPP”). There are
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 Company’s Board of Directors, subject to the approval of Company’s stockholders, and became effective with such stockholder approval on November 22, 2024.
As a result of such stockholder approval, the ESPP was amended to increase the number of shares authorized for issuance under the ESPP by
14
During the three and nine months ended September 30, 2025, the Company issued
As of September 30, 2025 and 2024, total recognized equity-based compensation costs related to ESPP were approximately $
ESPP payroll contributions accrued at September 30, 2025 and 2024 totaled approximately $
9. INCOME TAXES
The Company’s expected effective tax rate for the three and nine months ended September 30, 2025, and 2024 was
10. COMMITMENTS AND CONTINGENCIES
The Company has contractual obligations and commitments primarily with regard to management and development services, lease arrangements and financing arrangements.
On October 14, 2021, the Company entered into a lease agreement for
On June 21, 2022, the Company entered into a lease agreement for
On December 14, 2022, the Company entered into a lease agreement for
On January 27, 2023, the Company entered into a lease agreement for
On May 22, 2023, the Company entered into a lease agreement for a commercial property warehouse. The approximately
On June 16, 2023, the Company entered into a lease agreement for
On August 8, 2023, the Company entered into a lease agreement for
On September 8, 2023, the Company entered into a lease agreement for
On November 17, 2023, the Company signed a lease agreement for
15
On November 20, 2023, the Company entered into a lease agreement for
On December 22, 2023, the Company entered into a lease agreement for
On January 19, 2024, the Company entered into a lease agreement for
On April 16, 2024, the Company entered into a lease agreement for
On April 29, 2024, the Company entered into a lease agreement for
On June 6, 2025, the Company signed a lease agreement for
On June 6, 2025, the Company signed a lease agreement for
On June 6, 2025, the Company signed a lease agreement for
On August 8, 2025, the Company entered into a lease agreement for
On August 15, 2025, the Company signed a lease agreement for
On August 15, 2025, the Company entered into a lease agreement for
The Company reviewed the operating leases for extension options that may be reasonably certain to be exercised and then would become part of the right-of-use assets and lease liabilities. On December 21, 2022, and October 10, 2023, the Company signed extensions for
16
contract and the Company remeasured at modification date the following: right-of-use asset, lease liability, discount rate, lease term and classification. Furthermore, on August 1, 2024, the Company signed a new lease to extend one A320 passenger aircraft for a lease term of an additional
The following table provides details of 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, 2025. The table does not include commitments that are contingent on events or other factors that are currently uncertain or unknown.
|
Finance Leases |
|
|
Operating Leases |
|
||
Remainder of 2025 |
$ |
|
|
$ |
|
||
2026 |
|
|
|
|
|
||
2027 |
|
|
|
|
|
||
2028 |
|
|
|
|
|
||
2029 |
|
|
|
|
|
||
2030 and thereafter |
|
|
|
|
|
||
Total minimum lease payments |
|
|
|
|
|
||
Less amount representing interest |
|
|
|
|
|
||
Present value of minimum lease payments |
|
|
|
|
|
||
Less current portion |
|
|
|
|
|
||
Long-term portion |
$ |
|
|
$ |
|
||
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, |
||||
|
2025 |
|
2024 |
|
2025 |
|
2024 |
Finance lease cost |
|
|
|
|
|
|
|
Amortization of leased assets |
$ |
|
$ |
|
$ |
|
$ |
Interest of lease liabilities |
|
|
|
||||
Operating lease cost |
|
|
|
|
|
|
|
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, 2025 |
|
|
September 30, 2024 |
|
||
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:
17
|
|
For The Nine Months Ended September 30, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Cash paid for amounts included in the measurement of lease liabilities: |
|
|
|
|
|
|||
Operating cash flows from operating leases |
|
$ |
|
|
$ |
|
||
Financing 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.
11. LOSS PER SHARE
Basic earnings per share, which excludes dilution, is computed by dividing Net income (Loss) available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. The number of incremental shares from the assumed issuance of shares relating to share based awards is calculated by applying the treasury stock method.
The following table shows the computation of basic and diluted earnings per share for the three months ended September 30, 2025 and 2024 in thousands, except share and per share amounts:
|
|
Three Months Ended September 30, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Numerator: |
|
|
|
|
|
|
||
Net Loss |
|
$ |
( |
) |
|
$ |
( |
) |
Denominator: |
|
|
|
|
|
|
||
Weighted average common shares outstanding - Basic |
|
|
|
|
|
|
||
Dilutive effect of stock options, RSUs and warrants |
|
|
|
|
|
|
||
Weighted average common shares outstanding - Diluted |
|
|
|
|
|
|
||
Basic loss per share |
|
$ |
( |
) |
|
$ |
( |
) |
Diluted loss per share (1) |
|
$ |
( |
) |
|
$ |
( |
) |
The following table shows the computation of basic and diluted earnings per share for the nine months ended September 30, 2025 and 2024 in thousands, except share and per share amounts:
|
|
Nine Months Ended September 30, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Numerator: |
|
|
|
|
|
|
||
Net Loss |
|
$ |
( |
) |
|
$ |
( |
) |
Denominator: |
|
|
|
|
|
|
||
Weighted average common shares outstanding - Basic |
|
|
|
|
|
|
||
Dilutive effect of stock options, RSUs and warrants |
|
|
|
|
|
|
||
Weighted average common shares outstanding - Diluted |
|
|
|
|
|
|
||
Basic loss per share |
|
$ |
( |
) |
|
$ |
( |
) |
Diluted loss per share (1) |
|
$ |
( |
) |
|
$ |
( |
) |
(1)
12. RELATED PARTY TRANSACTIONS
Related parties and related party transactions impacting the consolidated financial statements not disclosed elsewhere in these consolidated financial statements are summarized below and include transactions with the following individuals or entities.
As mentioned in footnote 3, on June 28, 2021, the Company completed the spin-out of Jetlines to GlobalX stockholders.
As of September 30, 2025 and 2024, amounts due to related parties include the following:
18
As described in footnote 4 above, on August 2 and December 21, 2023, the Company issued Secured Notes of $
During the three and nine months ended September 30, 2025 and 2024, 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 Section 16 filers with respect to the securities of Global Crossing Airlines Group Inc. As disclosed in a Form 4 filing made by the Reporting Persons on December 24, 2024, several investment funds for which Red Oak Partners, LLC serves as the investment manager, each of which individually owns less than
The aforementioned purchase prices constitute the lowest purchase prices paid by the Investment Vehicles matched against the highest sale prices that the Investment Vehicles received for the sale of shares. Accordingly, the Reporting Persons delivered to the Company $
The Reporting Persons have advised the Company that the submission of payment by the Reporting Persons is not an admission that any such payment is required under Section 16(b) of the Securities Exchange Act of 1934, as amended, and the Reporting Persons reserve 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, 2025 and December 31, 2024, in thousands:
|
|
September 30, 2025 |
|
|
December 31, 2024 |
|
||
Salaries, wages and benefits |
|
$ |
|
|
$ |
|
||
Passenger Taxes |
|
|
|
|
|
|
||
Aircraft fuel |
|
|
|
|
|
|
||
Contracted ground and aviation services |
|
|
|
|
|
|
||
Maintenance |
|
|
|
|
|
|
||
Aircraft Rent |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
||
Accrued liabilities |
|
$ |
|
|
$ |
|
||
14. REVENUE & CONTRACT LIABILITY
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.
The following table presents disaggregated revenues by service type for the three and nine months ended September 30, 2025 and 2024 in thousands:
19
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
Revenue |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Charter |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
ACMI |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Significant changes in our deferred revenue liability balances during the period and year ended, September 30, 2025 and December 31, 2024, respectively, were as follows in thousands:
|
|
September 30, 2025 |
|
|
December 31, 2024 |
|
||
|
|
|
|
|
|
|
||
Beginning Balance |
|
$ |
|
|
$ |
|
||
Revenue Recognized |
|
|
( |
) |
|
|
( |
) |
Amounts Collected or Invoiced |
|
|
|
|
|
|
||
Ending Balance |
|
$ |
|
|
$ |
|
||
During the three and nine months ended September 30, 2024, Customer A and another customer (“Customer C”) accounted for approximately
15. SEGMENT INFORMATION
The Company’s business activity is providing customized, non-scheduled air transport services to customers. Management structured business model to derive revenue from customers from two types of contracts: (1) ACMI and (2) Charter, as discussed in Management's Discussion and Analysis of Financial Condition and Results of Operations.
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
Significant expenses within net income or loss, which include operating expenses, are each separately presented on the Company’s Condensed Consolidated Statements of Operations. Other segment items within net income or loss include Interest Expense, Loss in Canada Jetlines Operations Ltd. and Income tax expense. The measure of segment assets is reported on the Condensed Consolidated Balance Sheets as total consolidated assets.
16. SUBSEQUENT EVENTS
On June 6, 2025, the Company entered into a lease agreement for
20
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, 2024. 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 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.
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.
21
Business Developments
During the nine-month period ended September 30, 2025, the team 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, 2025:
The Cargo Charter Market
GlobalX added the A321F (passenger to freighter) aircraft to its operating certificate during the first quarter of 2023. The Company continues to believe that the A321F will be a highly sought after cargo aircraft over the next few years as a replacement for the aging and retiring B757 freighter fleet. During nine months ended September 30, 2025, we had four cargo aircraft operating. GlobalX has seen over a 185% increase in block hours operated compared to the same period in 2024 attributed to contracts entered into during 2025. The cargo charter market continues to be soft due to, general economic conditions and excess capacity in the North American freight market. In response to this continued slowdown during the quarter, the Company continues to make progress establishing our reputation for on-time performance as the market better understands the capabilities of the A321F aircraft. While the Company cannot predict when the cargo market will recover, GlobalX has taken concrete steps to reduce our financial exposure in 2025 by canceling or deferring freighters ordered while expanding our customer base for the aircraft the Company does have.
The Passenger Charter Market
Unlike the cargo charter market, the passenger charter market continues to demonstrate strong demand. There are several macro factors, including the supply of aircraft, reduced direct competition, increased reliance on air charter by colleges and a general increased customer demand, driving increased demand for our services. GlobalX anticipates the high level of demand will continue through the end of the year and well into 2026. To address this demand, the Company has prioritized passenger aircraft deliveries over cargo, devoted sales and operational resources to develop long-term relationships with key customers and to expand the markets served as opportunities arise. Passenger charter services have continued to be the economic engine for GlobalX in 2025.
GlobalX Aircraft Fleet
Critical to GlobalX’s business model is, a fleet of modern and cost-effective aircraft. To achieve this objective, GlobalX has selected the A320 family of aircraft which it believes is the best overall single-aisle aircraft family to operate. This approach differs from traditional airlines, which purchase a variety of aircraft, often from different manufacturers, to achieve their operational flight sectors, resulting in increased training, operating and spare part costs. GlobalX conducted research to determine the best aircraft to fly in competition with other narrow-body charter airlines in the single-aisle seat market and GlobalX selected the A320 aircraft family.
The following factors support GlobalX’s choice to operate the Airbus A320 and A321 aircraft versus the Boeing 737 family of aircraft:
Cost and Operating factors: the A320 family of aircraft have lower fuel burn, and better aircraft and cockpit crew pool availability.
Operational Capability: the A320 family of aircraft has a range advantage over the Boeing 737-800 and can fly non-stop from Miami to selected airports in North America, South America, the Caribbean, and between most major destinations in Europe. The A320 has excellent maintenance dispatch reliability and strong availability of spare parts and components, making the A320, in management’s estimation, the most popular aircraft among low-cost airlines.
Passenger comfort: better seat width, cargo bin volume for carry-on baggage and cargo hold volume.
22
Aircraft Maintenance
GlobalX expects to continue to outsource heavy maintenance checks to FAA-approved service providers. The 6Y Checks and 12Y Checks will be primarily paid for using funds from the accrued maintenance reserves paid to lessors under operating leases.
Strategy to Address Competitive Response
The U.S. Charter market continues to evolve as several airlines provide charter aircraft. Specifically, Eastern Airlines Express, Breeze Airways and Avelo continue to dedicate aircraft to charter operations, each of which has increased competition and applied downward pricing pressure on the charter market. It is our expectation that our competitors, including Eastern Airlines Express, will continue to add aircraft to expand their business domestically and in the Caribbean. In response we are focusing on our core business, emphasizing on-time performance, customer service, reinforcing our differentiation of our Airbus product and actively soliciting longer-term contracts with key customers.
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 JetBlue Airways, Virgin America, American Airlines, US Airways, Atlas Air, Breeze Airways, DHL, Eastern Airlines Express, 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 a diversity of experience from other industries at companies such as KBR, Teladoc, Halliburton, Lehman Brothers, and the Burger King Corporation.
Results of Operations
The following discussion should be read in conjunction with our Financial Statements and other financial information appearing and referred to elsewhere in this report.
Three months ended September 30, 2025 and 2024
The following discussion should be read in conjunction with our Financial Statements and other financial information appearing and referred to elsewhere in this report.
The analysis of GlobalX results for the three month period ended on September 30, 2025 and 2024 requires an understanding of how the Company fundamentally evolved during that time period. 2024 was our third year of full operations and was a period where the Company was focused on securing new customers, entering new markets, and flying to new locations; primarily in the domestic and Caribbean markets.
In 2025, GlobalX has expanded on our existing relationships both domestically and internationally and grew operations in the ACMI market through increased focus on operating for government agencies and other key customers. As the Company grows, operational efficiency and margins have continued to improve. 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 (“rasm”), and cost per available seat mile (“casm”), 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 and therefore all results are evaluated on a block hour basis.
23
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 |
|
2025 |
|
|
2024 |
|
|
Inc/(Dec) |
|
|
% Change |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
A319 |
|
|
0.3 |
|
|
|
1.0 |
|
|
|
(0.7 |
) |
|
|
-70.0 |
% |
A320 |
|
|
10.0 |
|
|
|
9.7 |
|
|
|
0.3 |
|
|
|
3.1 |
% |
A321 |
|
|
8.0 |
|
|
|
5.7 |
|
|
|
2.3 |
|
|
|
40.4 |
% |
Total Operating Average Aircraft Equivalents |
|
|
18.3 |
|
|
|
16.4 |
|
|
|
1.9 |
|
|
|
11.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net Aircraft Available |
|
|
15.9 |
|
|
|
15.2 |
|
|
|
0.7 |
|
|
|
4.8 |
% |
Total Block Hours |
|
|
9,843 |
|
|
|
7,460 |
|
|
|
2,383 |
|
|
|
31.9 |
% |
Average Utilization per available aircraft |
|
|
617.5 |
|
|
|
490.8 |
|
|
|
126.7 |
|
|
|
25.8 |
% |
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 |
|
2025 |
|
|
2024 |
|
|
Inc/(Dec) |
|
|
% Change |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||
Charter |
|
$ |
2,310 |
|
|
$ |
14,987 |
|
|
$ |
(12,677 |
) |
|
-84.6% |
ACMI |
|
|
53,216 |
|
|
|
36,841 |
|
|
|
16,375 |
|
|
44.4% |
Other |
|
|
2,496 |
|
|
|
608 |
|
|
|
1,888 |
|
|
310.3% |
Total |
|
$ |
58,022 |
|
|
$ |
52,436 |
|
|
$ |
5,586 |
|
|
10.7% |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Block Hours |
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||
Charter |
|
|
178 |
|
|
|
813 |
|
|
|
(635 |
) |
|
-78.1% |
Sub-service Charter |
|
|
- |
|
|
|
441 |
|
|
|
(441 |
) |
|
-99.9% |
Total Charter |
|
|
178 |
|
|
|
1,254 |
|
|
|
(1,076 |
) |
|
-85.8% |
ACMI |
|
|
9,469 |
|
|
|
6,408 |
|
|
|
3,061 |
|
|
47.8% |
Subservice ACMI |
|
|
58 |
|
|
|
163 |
|
|
|
(105 |
) |
|
-64.5% |
Total ACMI |
|
|
9,527 |
|
|
|
6,571 |
|
|
|
2,956 |
|
|
45.0% |
Non Revenue |
|
|
196 |
|
|
|
239 |
|
|
|
(43 |
) |
|
-18.0% |
Total |
|
|
9,901 |
|
|
|
8,064 |
|
|
|
1,837 |
|
|
22.8% |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Revenue per Block Hour |
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||
Charter |
|
$ |
13.0 |
|
|
$ |
12.0 |
|
|
$ |
1.0 |
|
|
8.3% |
ACMI |
|
$ |
5.6 |
|
|
$ |
5.6 |
|
|
$ |
- |
|
|
0.0% |
Charter revenue for the period decreased $12.7 million or 84.6%, from $15.0 million in 2024 to $2.3 million in 2025. The rate for Charter flying for the period increased 8.3% from $11,953 per block hour in 2024 to $13,015 per block hour in 2025, creating a $0.2 million increase. There was also a $12.9 million reduction for the period due to charter block hours decreasing 85.8% from 1,254 block hours in 2024 to 178 block hours in 2025. The decrease in charter block hours was due to an intentional focus on increased level of flying on an ACMI basis.
ACMI revenue for the period increased by $16.4 million or 44.4%, from $36.8 million in 2024 to $53.2 million in 2025. This variance was primarily driven by an increase from 6,571 block hours in 2024 to 9,527 block hours in 2025, an increase of 45.0% or 2,956 block hours. This volume accounted for a 101.2% or $16.6 million of the increase during the period.
Other revenue for the period increased by $1.9 million from $0.6 million in 2024 to $2.5 million in 2025. The increase was primarily driven by additional ancillary services provided to our customers.
24
Operating Expenses
The following table compares our Operating Expenses (in thousands):
|
|
Three Months Ended September 30, |
|
|
|
|
||
Operating Expenses |
|
2025 |
|
2024 |
|
Inc/(Dec) |
|
% Change |
Salaries, Wages, & Benefits |
|
$21,279 |
|
$17,404 |
|
$3,875 |
|
22.3% |
Aircraft Fuel |
|
1,340 |
|
4,104 |
|
(2,764) |
|
-67.3% |
Maintenance, materials and repairs |
|
5,153 |
|
3,448 |
|
1,705 |
|
49.4% |
Depreciation and amortization |
|
3,245 |
|
1,866 |
|
1,379 |
|
73.9% |
Contracted ground and aviation services |
|
3,343 |
|
3,281 |
|
62 |
|
1.9% |
Travel |
|
1,708 |
|
2,216 |
|
(508) |
|
-22.9% |
Insurance |
|
1,271 |
|
1,627 |
|
(356) |
|
-21.9% |
Aircraft Rent |
|
14,649 |
|
16,031 |
|
(1,382) |
|
-8.6% |
Other |
|
4,999 |
|
4,963 |
|
36 |
|
0.7% |
Total Operating Expenses |
|
$56,987 |
|
$54,940 |
|
$2,047 |
|
3.7% |
Salaries, wages, and benefits for the period increased by $3.9 million, from $17.4 million in 2024 to $21.3 million in 2025, or 22.3%, primarily due to the hiring of personnel necessitated by the growing fleet and operations. Our total employees for the period increased 4.4% from 688 in 2024 to 718 in 2025 and pilots for the period increased from 144 in 2024 to 154 in 2025, or 6.9%.
Aircraft fuel for the period decreased by $2.8 million, from $4.1 million in 2024 to $1.3 million in 2025, or 67.3%, primarily driven by the volume of Charter and Non-Revenue block hours for the period which decreased by 64.5% or $2.7 million.
Maintenance, materials, and repairs for the period increased by $1.7 million, from $3.4 million in 2024 to $5.1 million in 2025, or 49.4%. An increase of $1.1 million for the period was primarily due to volume from the increase in both the number of aircraft to 18 aircraft in 2025 and the number of block hours operated which increased 2,382 or 31.9% from 7,460 block hours in 2024 to 9,843 block hours in 2025. Also, an increase of a $0.6 million increase for the period occurred as the rate per block hour increased 13.3% from $462 per block hour in 2024 to $524 per block hour in 2025.
Depreciation and amortization for the period increased $1.4 million, from $1.9 million in 2024 to $3.3 million in 2025 or 74.3%, primarily driven by aircraft deliveries secured on capital leases, the purchase of an A320 aircraft, and an increase in Rotable parts owned.
Travel for the period decreased $0.5 million, from $2.2 million in 2024 to $1.7 million in 2025 or 22.9%. Throughout the period we expanded local hiring in key bases that support our government agency business and the reliance on travel dropped and is a cost that we expect to be a continued focus throughout 2025.
Insurance for the period decreased $0.3 million, from $1.6 million in 2024 to $1.3 million in 2025 or 21.9%, primarily related to the receiving more favorable rates despite the increase in the number of aircraft.
Aircraft rent for the period decreased $1.4 million, from $16.0 million in 2024 to $14.6 million in 2025 or 8.6%, primarily driven by a $2.6 million decrease in short-term ACMI leases from other airlines as increased GlobalX capacity to meet demand was achieved. Adding to the savings was the decrease in the average number of aircraft on operating leases of aircraft in the fleet from 14.4 in 2024 to 13.3 in 2025 decreasing base rent expenses $0.3 million, of which, $0.5 million is due to decreased aircraft, offset by $0.2 million due to average rate across the fleet. The increase in block hours resulted in an increase for the period of $1.5 million in supplemental rent expenses.
Operating income (loss) for the period increased $3.5 million, from an operating loss of $2.5 million in 2024 to an operating income of $1.0 million in 2025. In addition, operating (loss) income as a percentage of revenue for the period improved from (4.4)% in 2024 to 1.8% in 2025. This was a direct result of GlobalX’s ability to grow its revenue faster than its cost structure as the airline focused on achieving scale and profitability. Two factors drove the improved margins. The first factor was utilization as our average utilization per available aircraft grew 25.8% for the period. The second factor was scale. As an example, when measured on a per block hour basis, there were savings on a per block hour basis in travel 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):
25
|
|
Three Months Ended September 30, |
|
|
|
|
||
Non-Operating Expenses (Income) |
|
2025 |
|
2024 |
|
Inc/(Dec) |
|
% Change |
|
|
|
|
|
|
|
|
|
Interest Expense |
|
$2,990 |
|
$2,385 |
|
$605 |
|
25.4% |
Total Non-Operating Expenses (Income) |
|
$2,990 |
|
$2,385 |
|
$605 |
|
25.4% |
Interest expense for the period increased $0.6 million, from $2.4 million in 2024 to $3.0 million in 2025, driven by the increase of aircraft on capital lease from 1.0 to 4.0 equivalent aircraft, and the financed purchase of one A320 aircraft.
Net Loss
Net Loss for the period, due to events noted above, improved by $2.9 million, from $4.9 million in 2024 to $2.0 million in 2025.
Nine months ended September 30, 2025 and 2024
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 |
|
2025 |
|
2024 |
|
Inc/(Dec) |
|
% Change |
|
|
|
|
|
|
|
|
|
A319 |
|
0.8 |
|
1.0 |
|
(0.2) |
|
-20.0% |
A320 |
|
10.0 |
|
9.0 |
|
1.0 |
|
11.1% |
A321 |
|
7.9 |
|
5.3 |
|
2.6 |
|
49.1% |
Total Operating Average Aircraft Equivalents |
|
18.7 |
|
15.3 |
|
3.4 |
|
22.2% |
|
|
|
|
|
|
|
|
|
Net Aircraft Available |
|
16.6 |
|
13.8 |
|
2.8 |
|
20.2% |
Total Block Hours |
|
25,072 |
|
19,252 |
|
5,820 |
|
30.2% |
Average Utilization per available aircraft |
|
1,512.2 |
|
1,395.1 |
|
117.0 |
|
8.4% |
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.
26
|
|
Nine Months Ended September 30, |
|
|
|
|
|
|
||||||
Revenue |
|
2025 |
|
|
2024 |
|
|
Inc/(Dec) |
|
|
% Change |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||
Charter |
|
$ |
48,143 |
|
|
$ |
73,618 |
|
|
$ |
(25,475 |
) |
|
-34.6% |
ACMI |
|
|
132,067 |
|
|
|
87,374 |
|
|
|
44,693 |
|
|
51.2% |
Other |
|
|
5,794 |
|
|
|
2,825 |
|
|
|
2,969 |
|
|
105.1% |
Total |
|
$ |
186,004 |
|
|
$ |
163,817 |
|
|
$ |
22,187 |
|
|
13.5% |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Block Hours |
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||
Charter |
|
|
3,211 |
|
|
|
4,553 |
|
|
|
(1,342 |
) |
|
-29.5% |
Sub-service Charter |
|
|
367 |
|
|
|
1,189 |
|
|
|
(822 |
) |
|
-69.1% |
Total Charter |
|
|
3,578 |
|
|
|
5,742 |
|
|
|
(2,164 |
) |
|
-37.7% |
ACMI |
|
|
21,315 |
|
|
|
14,141 |
|
|
|
7,174 |
|
|
50.7% |
Subservice ACMI |
|
|
73 |
|
|
|
634 |
|
|
|
(561 |
) |
|
-88.5% |
Total ACMI |
|
|
21,388 |
|
|
|
14,775 |
|
|
|
6,613 |
|
|
44.8% |
Non Revenue |
|
|
546 |
|
|
|
558 |
|
|
|
(12 |
) |
|
-2.2% |
Total |
|
|
25,512 |
|
|
|
21,075 |
|
|
|
4,437 |
|
|
21.1% |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Revenue per Block Hour |
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||
Charter |
|
$ |
13.5 |
|
|
$ |
12.8 |
|
|
$ |
0.7 |
|
|
5.5% |
ACMI |
|
$ |
6.2 |
|
|
$ |
5.9 |
|
|
$ |
0.3 |
|
|
5.1% |
Charter revenue for the period decreased $25.5 million or 34.6%, from $73.6 million in 2024 to $48.1 million in 2025. The rate for Charter flying for the period increased 5.5% from $12,823 per block hour in 2024 to $13,457 per block hour in 2025, creating a $2.2 million increase. This was primarily offset by a $27.7 million reduction due to charter block hours decreasing 37.7% from 5,742 block hours in 2024 to 3,578 block hours in 2025. The decrease in charter block hours was due to an intentional focus on increased level of flying on an ACMI basis.
ACMI revenue for the period increased by $44.7 million or 51.2%, from $87.4 million in 2024 to $132.1 million in 2025. This variance was primarily driven by an increase from 14,141 block hours in 2024 to 21,388 block hours in 2025, an increase of 44.8% or 6,613 block hours. This volume accounted for 87.5% or $39.1 million of the increase during the period. The average revenue per block hour for the period increased by $261 per block hour from $5,914 per block hour in 2024 to $6,175 per block hour in 2025. The rate increase accounted for $5.6 million or 12.5% of the increase during the period. The primary driver for the increase was related to both high market demand and a shortage of supply as competitors reduce capacity.
Other revenue for the period increased by $3.0 million from $2.8 million in 2024 to $5.8 million in 2025. The increase was primarily driven by additional ancillary services provided to our customers.
Operating Expenses
The following table compares our Operating Expenses (in thousands):
|
|
Nine Months Ended September 30, |
|
|
|
|
||
Operating Expenses |
|
2025 |
|
2024 |
|
Inc/(Dec) |
|
% Change |
Salaries, Wages, & Benefits |
|
$59,979 |
|
$50,923 |
|
$9,056 |
|
17.8% |
Aircraft Fuel |
|
11,782 |
|
17,904 |
|
(6,122) |
|
-34.2% |
Maintenance, materials and repairs |
|
14,413 |
|
9,026 |
|
5,387 |
|
59.7% |
Depreciation and amortization |
|
8,099 |
|
4,476 |
|
3,623 |
|
80.9% |
Contracted ground and aviation services |
|
14,123 |
|
14,941 |
|
(818) |
|
-5.5% |
Travel |
|
6,988 |
|
9,185 |
|
(2,197) |
|
-23.9% |
Insurance |
|
3,808 |
|
4,815 |
|
(1,007) |
|
-20.9% |
Aircraft Rent |
|
43,809 |
|
43,554 |
|
255 |
|
0.6% |
Other |
|
15,582 |
|
13,573 |
|
2,009 |
|
14.8% |
Total Operating Expenses |
|
$178,583 |
|
$168,397 |
|
$10,186 |
|
6.0% |
27
Salaries, wages, and benefits for the period increased by $9.1 million, from $50.9 million in 2024 to $60.0 million in 2025, or 17.8%, primarily due to the hiring and training of pilots and other airline personnel necessitated by the growing fleet and operations. Total employees increased 4.4% from 688 to 718 and pilots increased from 144 in 2024 to 154 in 2025 or 6.9%.
Aircraft fuel for the period decreased by $6.1 million, from $17.9 million in 2024 to $11.8 million in 2025, or 34.2%. The volume of Charter and Non-Revenue block hours for the period decreased by 26.5% or $4.7 million, while base jet fuel price decreased 10.5% or $1.4 million.
Maintenance, materials, and repairs for the period increased by $5.4 million, from $9.0 million in 2024 to $14.4 million in 2025, or 59.7%. $1.6 million cost increase for the period was primarily due to volume from the increase in both the number of aircraft to an all-time Company high of 19 aircraft in 2025 and the number of block hours operated which increased 5,820 or 30.2% from 19,252 block hours in 2024 to 25,072 block hours in 2025. Also, a $2.7 million increase for the period occurred as the rate per block hour increased 22.6% from $469 per block hour in 2024 to $575 per block hour in 2025, driven by repairs of some high value Rotable parts.
Depreciation and amortization for the period increased $3.6 million, from $4.5 million in 2024 to $8.1 million in 2025 or 81.1%, primarily driven by aircraft deliveries secured on capital leases, the purchase of an A320 aircraft, and an increase in Rotable parts owned.
Contracted ground and aviation services for the period decreased by $0.8 million, from $14.9 million in 2024 to $14.1 million in 2025, or 5.5%. An increase in ACMI block hours, which drive these expenses to be passed through to the customer, and decreased Charter block hours resulted in lower expenses.
Travel for the period decreased $2.2 million, from $9.2 million in 2024 to $7.0 million in 2025 or 23.9%. Throughout the period we expanded local hiring in key bases that support our government agency business and the reliance on travel dropped and is a cost that we expect to be a continued focus throughout 2025.
Insurance for the period decreased $1.0 million, from $4.8 million in 2024 to $3.8 million in 2025 or 20.9%, primarily related to the receiving more favorable rates despite the increase in the number of aircraft.
Aircraft rent for the period increased $0.3 million, from $43.5 million in 2024 to $43.8 million in 2025 or 0.6%, primarily driven by $6.8 million decrease in short-term ACMI leases from other airlines as increased GlobalX capacity to meet demand was achieved. Offsetting the savings was the increase in the average number of aircraft, on operating leases of aircraft in the fleet from 13.5 in 2024 to 14.4 in 2025 increasing base rent expenses $2.0 million, of which $1.4 million or 68% is due to increased aircraft and $0.6 million or 32% is due to average rate across the fleet. Also, the increase in block hours resulted in an increase for the period of $5.1 million in supplemental rent expenses.
Operating income (loss) for the period improved $12.0 million, from an operating loss of $4.6 million in 2024 to an operating income of $7.4 million in 2025. In addition, operating (loss) income as a percentage of revenue for the period improved from (2.8%) in 2024 to 4.0% in 2025. This was a direct result of GlobalX’s ability to grow its revenue faster than its cost structure as the airline focused on achieving scale and profitability. Several factors drove the improved margins. The first factor was rates as the Company was able to secure higher rates for ACMI contracts. The Company’s ACMI rate for the period grew 4.4%, from $5,914 per block hour in 2024 to $6,175 per block hour in 2025. The second factor was utilization as our average utilization per available aircraft grew 8.4% for the period. The third factor was scale. As an example, when measured on a per block hour basis, there were savings on a per block hour basis in travel 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) |
|
2025 |
|
2024 |
|
Inc/(Dec) |
|
% Change |
|
|
|
|
|
|
|
|
|
Interest Expense |
|
$8,233 |
|
$6,403 |
|
$1,830 |
|
28.6% |
Total Non-Operating Expenses (Income) |
|
$8,233 |
|
$6,403 |
|
$1,830 |
|
28.6% |
Interest expense for the period increased $1.8 million from $6.4 million in 2024 to $8.2 million in 2025, driven by the increase of aircraft on capital lease from 1.8 to 4.0 equivalent aircraft, and the financed purchase of one aircraft.
28
Net Loss
Net Loss for the period, due to events noted above, improved by $9.8 million from a net loss of $11.0 million in 2024 to a net loss of $1.2 million in 2025.
Liquidity and Capital Resources
As of September 30, 2025, the Company had approximately $7.1 million in unrestricted cash and cash equivalents and approximately $0.2 million in restricted cash, a decrease of approximately $5.3 million and a decrease of approximately $1.5 million, respectively, from December 31, 2024, primarily due to new aircraft deliveries, deposits, and net loss. Management is confident that the augmented cash and cash equivalents, coupled with the anticipated rise in sales linked to the Company’s strategies to attract more funds, will adequately address the Company’s liquidity requirements. Management is actively assessing various options to procure additional funds, including exploring opportunities for additional equity or debt financing.
Net Cash provided by operating activities during the nine months ended September 30, 2025 increased $11.7 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, $0.8 million of net loss, $2.2 million of share-based payments, $1.7 million of decrease in accounts receivable 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, and $1.8 million of increase in prepaid expenses and other current assets. Net Cash used in operating activities during the nine months ended September 30, 2024 decreased $4.5 million to $2.3 million, consisting primarily of $11.0 million of net loss, $8.6 million of decrease in accrued liabilities and other liabilities, $10.5 million of decrease in operating leases obligations, and $0.4 million of increase in assets held for sale. These were partially offset by $3.4 million of increase in accounts receivable, $5.3 million of increase in accounts payable, and $15.5 million in noncash adjustments for depreciation and amortization of fixed assets, operating lease right of use assets and debt issue costs, $2.0 million in interest on finance leases, $1.3 million of share-based payments, $0.4 million of credit losses, and $0.1 million of increase in prepaid expenses and other current assets.
The Company has significant fixed and noncancelable lease commitments of aircraft, equipment and related maintenance checks. As of September 30, 2025, the Company had total of $21.3 million due in the next 12 months of future minimum lease payments under finance and operating leases. As of September 30, 2025, the Company had total of $87.3 million due after 12 months from the balance sheet date of future minimum lease payments under finance and operating leases, and approximately $44.3 million in notes payable included in the current and non-current liabilities presented in the Company’s consolidated balance sheet. The Company ended the period of January 1 to September 30, 2025 with fourteen passenger aircraft and four cargo aircraft and expects the fleet to increase to sixteen passenger aircraft and remain at four cargo aircraft by the end of 2025. In an effort to achieve the number of aircraft deliveries in 2025, the Company currently has five aircrafts under lease with partial or total deposits paid. The Company plans to add three passenger aircraft to its fleet in 2026.
During the nine months ended September 30, 2025, net cash used in investing activities increased $5.4 million to $11.7 million, consisting of $10.0 million of Purchases of property and equipment and $1.7 million of increase of deposits, deferred costs and other assets. During the nine months ended September 30, 2024, net cash used in investing activities decreased $1.5 million to $6.3 million, consisting of $5.0 million of Purchases of property and equipment and $1.3 million of increase of deposits, deferred costs and other assets.
During the nine months ended September 30, 2025, net cash used in financing activities increased $3.3 million to $4.6 million of net cash used in financing activities, consisting primarily of $3.8 million of Principal payments on finance leases and $0.7 million of principal payments on note payable. During the nine months ended September 30, 2024, net cash used in financing activities increased $27.7 million to $1.3 million, consisting primarily of $1.4 million of Principal payments on finance leases.
The Company continuously seeks to identify external sources of capital from time to time depending on our cash requirements, assessment of current and anticipated market conditions, and the after-tax cost of capital. Our access to capital markets can be adversely impacted by prevailing economic conditions and by financial, business and other factors, some of which are beyond our control. Additionally, the Company’s borrowing costs are affected by market conditions and may be adversely impacted by a tightening in credit markets.
The Company regularly assesses our anticipated working capital needs, debt and leverage levels, debt maturities, capital expenditure requirements and future investments or acquisitions to maximize stockholder return, efficiently finance our ongoing operations and maintain flexibility for future strategic transactions. The Company also regularly evaluates its liquidity and capital structure to ensure financial risks, adequate liquidity access and lower cost of capital are efficiently managed.
Item 3 – Quantitative and Qualitative Disclosures about Market Risk
29
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, 2025. Based upon that evaluation, our Executive Chairman and President & Chief Financial Officer concluded that, as of September 30, 2025, 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, 2025 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
None.
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
31
Item 6 - Exhibits
Exhibit Number |
|
Description |
10.1 |
|
Aircraft Airframe Finance Lease Agreement between TVPX Aircraft Solutions, Inc., not in its individual capacity but solely as Owner Trustee, and Global Crossing Airlines, Inc. |
10.2 |
|
Certificate of Acceptance (MSN 2840), by Global Crossing Airlines, Inc., to TVPX Aircraft Solutions Inc., not in its individual capacity but solely as Owner Trustee. |
10.3 |
|
IATA Document No. 5016-01 Master Short-term Engine Lease Agreement October 2012, prepared in conjunction with the Aviation Working Group. |
10.4 |
|
Lease Agreement ESN V12844, dated as of August 15, 2025 between Gryphon Trading Company, LLC, and Global Crossing Airlines, Inc. |
10.5 |
|
Engine Lease General Terms Agreement, dated as of January 17, 2024 between WWTAI Airopco 1 Bermuda LTD., and Global Crossing Airlines, Inc. |
10.6 |
|
Equipment Schedule No. 3, dated as of August 8, 2025 between WWTAI Airopco 1 Bermuda LTD., 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.
32
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.
Date: November 6, 2025 Global Crossing Airlines Group Inc.
By: /s/ Ryan Goepel
Ryan Goepel,
President & Chief Financial Officer
33
FAQ
What were Global Crossing (JETBF) Q3 2025 results?
Q3 revenue was
How did Global Crossing perform year-to-date in 2025?
Revenue was
What liquidity and balance sheet metrics did JETBF disclose?
Cash and cash equivalents were
Did the filing include a going concern warning?
Yes. Management stated that “material uncertainties raise substantial doubt” due to a
Were there major financing or fleet actions in 2025?
The company purchased an A320 for about
How concentrated is JETBF’s revenue base?
In Q3, Customer A and Customer B represented approximately
What were operating cash flows in 2025 year-to-date?
Net cash provided by operating activities totaled
