v3.25.3
Commitments and Contingencies
9 Months Ended
Sep. 30, 2025
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies

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 one Airbus A321 converted freighter. The ten-year lease term commenced on January 23, 2023. Under the agreement, the Company will pay the lessor a fixed monthly rent for 120 months, plus supplemental rent for maintenance of the aircraft.

On June 21, 2022, the Company entered into a lease agreement for one A321F cargo aircraft. The eight-year lease term commenced on August 1, 2023. Under the agreement, the Company will pay the lessor a fixed monthly rent for 94 months, plus supplemental rent for maintenance of the aircraft.

On December 14, 2022, the Company entered into a lease agreement for one A319 passenger aircraft. The two-year lease term commenced on August 18, 2023. Under the agreement, the Company will pay the lessor a fixed monthly rent for 24 months, plus supplemental rent for maintenance of the aircraft.

On January 27, 2023, the Company entered into a lease agreement for one A320 passenger aircraft. The six-year lease term commenced on April 21, 2023. Under the agreement, the Company will pay the lessor a fixed monthly rent for 72 months, plus supplemental rent for maintenance of the aircraft.

On May 22, 2023, the Company entered into a lease agreement for a commercial property warehouse. The approximately five-year lease term commenced on June 1, 2023. Under the agreement, the Company will pay the lessor variable monthly rents increasing once every year for 62 months, plus estimated expenses for insurance, utilities, taxes, management fees and other operating expenses.

On June 16, 2023, the Company entered into a lease agreement for one A320 passenger aircraft. The four-year lease term commenced on November 13, 2023. Under the agreement, the Company will pay the lessor a fixed monthly rent for 48 months, plus supplemental rent for maintenance of the aircraft.

On August 8, 2023, the Company entered into a lease agreement for one A320 passenger aircraft. The three-year lease commenced on September 3, 2024. Under the agreement, the Company will pay the lessor a fixed monthly rent for 36 months, plus supplemental rent for maintenance of the aircraft.

On September 8, 2023, the Company entered into a lease agreement for one A321F cargo aircraft. The eight-year lease term commenced on October 6, 2023. Under the agreement, the Company will pay the lessor a fixed monthly rent for 96 months, plus supplemental rent for maintenance of the aircraft.

On November 17, 2023, the Company signed a lease agreement for one A321 passenger aircraft and paid commitment fees to the lessor. The lease will commence upon aircraft delivery which is expected to be in 2025 and will run through 24 months from delivery date. In addition to basic rent due, the Company will pay the lessor supplemental rent for maintenance of the aircraft.

On November 20, 2023, the Company entered into a lease agreement for one A320 passenger aircraft. The approximately seven-year lease term commenced on February 9, 2024. Under the agreement, the Company will pay the lessor a fixed monthly rent for 86 months, plus supplemental rent for maintenance of the aircraft.

On December 22, 2023, the Company entered into a lease agreement for one A321F cargo aircraft. The ten-year lease commenced on March 8, 2024. Under the agreement, the Company will pay the lessor a fixed monthly rent for 120 months, plus supplemental rent for maintenance of the aircraft.

On January 19, 2024, the Company entered into a lease agreement for one A320 passenger aircraft. The approximately one-year lease commenced on July 9, 2024. Under the agreement, the Company will pay the lessor a fixed monthly rent for 16 months, plus supplemental rent for maintenance of the aircraft.

 

On April 16, 2024, the Company entered into a lease agreement for one A320 passenger aircraft. The six-year lease commenced on April 17, 2024. Under the agreement, the Company will pay the lessor a fixed monthly rent for 72 months, plus supplemental rent for maintenance of the aircraft.

 

On April 29, 2024, the Company entered into a lease agreement for one A321F passenger aircraft. The approximately one-year lease commenced on January 31, 2025. Under the agreement, the Company will pay the lessor a fixed monthly rent for 22 months, plus supplemental rent for maintenance of the aircraft. Following the expiration date, the aircraft is expected to undergo a passenger-to-freighter conversion and a second lease after completion which will run through an additional 102 months from redelivery date.

 

On June 6, 2025, the Company signed a lease agreement for one A319 passenger aircraft and paid commitment fees to the lessor. The lease will commence upon aircraft delivery which is expected to be in 2025 and will run through 36 months from delivery date. In addition to basic rent due, the Company will pay the lessor supplemental rent for maintenance of the aircraft.

 

On June 6, 2025, the Company signed a lease agreement for one A319 passenger aircraft and paid commitment fees to the lessor. The lease will commence upon aircraft delivery which is expected to be in 2025 and will run through 37 months from delivery date. In addition to basic rent due, the Company will pay the lessor supplemental rent for maintenance of the aircraft.

 

On June 6, 2025, the Company signed a lease agreement for one A319 passenger aircraft and paid commitment fees to the lessor. The lease will commence upon aircraft delivery which is expected to be in 2025 and will run through 39 months from delivery date. In addition to basic rent due, the Company will pay the lessor supplemental rent for maintenance of the aircraft.

 

On August 8, 2025, the Company entered into a lease agreement for one V2527-A5 aircraft engine. The lease commenced on August 8, 2025 and will run through the earliest to occur of: (a) the date the agreement is terminated due to the unservicability of the engine as set forth in Section 10(a) of the Engine Lease General Terms Agreement, dated as of January 17, 2024 and attached hereto as Exhibit 10.5; (b) five years after the date the engine was delivered; (c) the date of removal of the engine due to AD 2022-02-09; (d) the date the engine becomes unserviceable as a result of the failure of the existing 600FH Nozzle Guide Vane re-inspection; (e) the date the Engine becomes unserviceable due to failure of the existing 600FH HPT Blade re-inspection; or (f) an FAA Airworthiness Directive falls due that requires removal of Engine from wing. Under the agreement, the Company will pay the lessor a fixed monthly rent for the duration of the lease, plus supplemental rent for maintenance of the aircraft engine.

On August 15, 2025, the Company signed a lease agreement for one V2527-A5 aircraft engine. The term of the two-year lease commenced on October 8, 2025. Under the lease agreement, the Company will pay the lessor a fixed monthly rent for 24 months, plus supplemental rent for maintenance of the aircraft engine.

 

On August 15, 2025, the Company entered into a lease agreement for one A320 passenger aircraft airframe. The three-year lease commenced on August 28, 2025. Under the lease agreement, the Company will pay the lessor a fixed monthly rent for 36 months. According to the lease terms, at the end of the lease the Company will own the airframe.

 

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 two aircraft extending their lease terms for an additional 60 and 15 months from original ending date of June 1, 2023, and October 1, 2023, to May 31, 2028, and December 31, 2024, respectively. In addition, on March 27, 2024 an additional extension was signed to extend aircraft lease term for an additional 74 months from previous extended ending date of December 31, 2024 to February 28, 2031. Terms of extensions were agreed solely to grant the Company the right to use the asset for the related additional time including no changes in payment rent. As such, extension was accounted as a modification of lease in accordance with ASC 842 rather than as a new

contract and the Company remeasured at modification date the following: right-of-use asset, lease liability, discount rate, lease term and classification. Furthermore, on August 1, 2024, the Company signed a new lease to extend one A320 passenger aircraft for a lease term of an additional 93 months from original ending date of November 15, 2023. Terms of extension included contingencies on lessor of timely deliveries of repairs on engines and incremental increases in monthly basic rents throughout the lease. As such, extension was accounted as a new lease in accordance with ASC 842 from a new contract and the Company recorded at lease commencement date a new right-of-use asset and lease liability.

 

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

$

2,769

 

 

$

6,275

 

2026

 

10,757

 

 

 

23,052

 

2027

 

8,687

 

 

 

20,608

 

2028

 

7,522

 

 

 

16,232

 

2029

 

6,327

 

 

 

13,820

 

2030 and thereafter

 

8,707

 

 

 

30,592

 

Total minimum lease payments

 

44,769

 

 

 

110,579

 

Less amount representing interest

 

12,611

 

 

 

34,207

 

Present value of minimum lease payments

 

32,158

 

 

 

76,372

 

Less current portion

 

6,949

 

 

 

14,326

 

Long-term portion

$

25,209

 

 

$

62,046

 

 

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

$1,642

 

$1,039

 

$4,628

 

$2,163

Interest of lease liabilities

1,113

 

950

 

3,295

 

1,991

Operating lease cost

 

 

 

 

 

 

 

Operating lease cost (1)

6,995

 

6,644

 

14,950

 

10,556

Short-term lease cost (2)

1,004

 

996

 

1,969

 

1,838

Total lease cost

$10,754

 

$9,629

 

$24,842

 

$16,548

 

(1) Expenses are classified within Aircraft Rent on the Company's condensed consolidated statements of operations.

(2) Expenses are classified within Other on the Company's condensed consolidated statements of operations.

 

The Company utilizes the rate implicit in the lease whenever it is easily determined. For leases where the implicit rate is not readily available, we utilize our incremental borrowing rate as the discount rate. The table below presents lease terms and discount rates related to the Company's finance and operating leases:

 

 

 

September 30, 2025

 

 

September 30, 2024

 

Weighted-average remaining lease term

 

 

 

 

 

 

Operating leases

 

5.62  years

 

 

6.08 years

 

Finance leases

 

5.01  years

 

 

6.58 years

 

Weighted-average discount rate

 

 

 

 

 

 

Operating leases

 

 

14.00

%

 

 

13.95

%

Finance leases

 

 

14.62

%

 

 

14.75

%

 

The table below presents cash and non-cash activities associated with our leases in thousands:

 

 

 

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

 

$

15,618

 

 

$

10,507

 

Financing cash flows from finance leases

 

$

3,783

 

 

$

1,427

 

 

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.