Premier Air Charter Holdings Inc.: Form 10-Q for the period ended Jun 30, 2026

Premier Air Charter Holdings Inc. ("Premier Holdings" or together with its subsidiaries, the “Company”), a Nevada corporation was incorporated in Nevada on December 12, 2012. The Company primarily operates through its wholly owned subsidiary, Premier Air Charter, Inc., a California corporation (“Premier”). Premier Holdings together with its subsidiary, is referred to in this Form 10-Q report (“Form 10-Q”) as the Company. The terms “we”, “us” and “our” are also used in the Form 10-Q to refer to the Company.

On March 11, 2025, Premier Holdings acquired Premier. As a result of this acquisition, Premier Holdings’ business is comprised solely of the business of Premier. This Merger was accounted for as a reverse recapitalization. Under this method of accounting, Premier Holdings is treated as the acquired company for financial statement reporting purposes.

In addition, these financial statements capture the capital structure of Premier Holdings and reflect only the 237,871,049 common shares issued to the former Premier shareholder as being outstanding from the inception of Premier. The 41,977,244 common shares retained by the historical Premier Holdings shareholders will be reflected as being issued on March 11, 2025, the closing date of the acquisition. As of the date of this filing, there are 280,848,293 shares of Premier Holdings common stock issued and outstanding. Any reference to the “Company” within these financial statements is a reference to Premier.

Results of operations for the three months ended June 30, 2026 and 2025

Revenues

Revenues for the three months ended June 30, 2026 as compared to June 30, 2025 totaled $5,783,795 and $7,427,321, respectively. Charter revenue decreased $1.7 million, or 23.9%, and other revenue, net, decreased $39,086. These decreases were partly offset by increases of $117,729 in maintenance revenue and $21,000 in management-fee revenue. The decrease in charter revenue primarily reflected the removal of the Paradigm fleet from our available charter fleet and the temporary unavailability of aircraft N450JB due to maintenance issues. Based on the current maintenance schedule, the Company expects N450JB to return to service by the end of August 2026, subject to completion of required maintenance and testing.

Cost of Sales

Cost of Sales for the three months ended June 30, 2026 as compared to June 30, 2025 totaled $5,5818,840 and $7,205,857, respectively, an decreases of $1,387,017, or 19.2%. The decrease primarily reflected fewer flight hours and a reduction in the contractual engine-reserve rate for the CJ3 fleet under a renegotiated arrangement with a third party, from $1,109 to $870. These savings were partly offset by costs associated with maintenance events. Because cost of sales declined more slowly than revenue, we recorded a gross loss of $35,045 compared with gross profit of $221,464. Gross margin decreased to (0.6)% from 3.0%

Operating Expenses

Operating Expenses for the three months ended June 30, 2026 as compared to June 30, 2025 totaled $870,912 and $1,045,126, respectively, a decrease of $174,214, or 16.7%. Payroll expense decreased $116,334, primarily reflecting reductions in employee headcount. Selling, general and administrative expense decreased $57,880, primarily reflecting cost-reduction initiatives. Despite these savings, operating expenses increased as a percentage of revenue to 15.1% from 14.1% because revenue declined more rapidly than operating expenses.

Loss from Operations

Loss from Operations for the three months ended June 30, 2026 was ($905,957) compared to ($823,662) for the three months ended June 30, 2025. The loss from operations for the three months ending June 30, 2026 increased by $82,295, or 10.0%, reflecting a $1,643,526 decline in revenue that outpaced cost reductions in the quarter. Cost of Sales decreased by $1,387,017 (including the renegotiated CJ3 lease rates and lower charter flight activity) and Operating Expenses decreased by $174,214 (pilot efficiencies and cost reduction initiatives); however, these reductions were more than offset by the revenue decline, which compressed gross margin to a negative $35,045.

Other Income (Expense)

Other Income (Expense) for the three months ended June 30, 2026 as compared to June 30, 2025 totaled ($381,441) and ($176,283), respectively, an increase of $205,158, or 116.4%. This Other Expense increase is primarily attributable interest expense related to aircraft leases and additional debt.

Net Income (Loss)

Net Loss for the three months ended June 30, 2026 was ($1,287,398) compared to ($999,945) for the three months ended June 30, 2025. The Net Loss for the three months ending June 30, 2026 increased by $287,453, or 28.7%, driven primarily by the higher operating loss and the $205,158 increase in Other Expense (interest on aircraft leases and additional debt).

Results of operations for the six months ended June 30, 2026 and 2025

Revenues

Revenues for the six months ended June 30, 2026 as compared to June 30, 2025 decreased $315,590, or 2.4%, to $12,987,254 from $13,302,844, respectively. Charter revenue decreased $578,540, or 4.4%. This decrease was partly offset by increases of $231,985 in maintenance revenue and $56,465 in other revenue, net. The six-month comparison masks a sharp reversal in quarterly year-over-year performance: total revenue increased $1,327,936 in the first quarter but decreased $1,643,526 in the second quarter, while charter revenue increased $1,164,629 in the first quarter but decreased $1,743,169 in the second quarter. The second-quarter charter decline primarily reflected the removal of the Paradigm fleet from our available charter fleet and the temporary unavailability of aircraft N450JB due to maintenance issues.

Cost of Sales

Cost of Sales for the six months ended June 30, 2026 as compared to June 30, 2025 totaled $12,485,199 and $12,934,792, respectively, a decrease of $449,593, or 3.5%. The six-month decrease consisted of a $1,387,017 decrease in the second quarter that more than offset a $937,424 increase in the first quarter. The second-quarter decrease primarily reflected fewer flight hours and a reduction in the contractual engine-reserve rate for the CJ3 fleet under a renegotiated arrangement with a third party, partly offset by costs associated with maintenance events. Because cost of sales decreased more rapidly than revenue for the six-month period, gross profit increased $134,003 to $502,055 and gross margin improved to 3.9% from 2.8%.

Operating Expenses

Operating Expenses for the six months ended June 30, 2026 as compared to June 30, 2025 totaled $2,148,475 and $2,047,392, respectively, an increase of $101,083, or 4.9%. The six-month increase reflected a $275,297 increase in the first quarter, partly offset by a $174,214 decrease in the second quarter. Payroll expense decreased $77,396 for the six-month period, which primarily reflected reductions in employee headcount, more than offset a $38,938 first-quarter increase. Selling, general and administrative expense increased $178,479. Operating expenses increased to 16.5% of revenue from 15.4%.

Loss from Operations

Loss from Operations for the six months ended June 30, 2026 was ($1,646,420) compared to ($1,679,340) for the six months ended June 30, 2025. The six-month improvement consisted of a $115,215 improvement in the first quarter, partly offset by an $82,295 deterioration in the second quarter. Operating margin was approximately (12.7)% compared with (12.6)%, indicating that the small dollar improvement did not produce a meaningful margin improvement.

Other Income (Expense)

Other (Income) Expense for the six months ended June 30, 2026 as compared to June 30, 2025 totaled $797,384 and $544,210, respectively, an increase of $253,174, or 46.5%. Interest expense increased $224,372, and other income decreased $28,802.

Net Income (Loss)

Net Loss for the six months ended June 30, 2026 was ($2,443,804) compared to ($2,223,550) for the six months ended June 30, 2025. The first-quarter net loss improved $67,199, but the second-quarter net loss worsened $287,453, resulting in the six-month deterioration. The six-month change reflected $253,174 of higher other expense, net, and $101,083 of higher operating expenses, partly offset by a $134,003 improvement in gross profit.

Cash Flows

Cash flow from Operating Activities

During the six months ended June 30, 2026, the Company incurred a Net Loss of ($2,443,804) compared to ($2,223,550) for the six months ending June 30, 2025. This decrease in cash provided was primarily driven by an increase in accounts receivable.

Cash flow from Investing Activities

During the six months ended June 30, 2026, the Company used $1,384,956 of cash investing in aircraft and supporting engine maintenance contracts, compared to cash used of $2,086,955 for the six months ended June 30, 2025.

Cash flow from Financing Activities

During the six months ended June 30, 2026, the Company generated a net amount of $117,372 from long-term debt compared to cash used of $285,456 for the six months ended June 30, 2025, which was used to pay down long-term debt and aircraft financing lease obligations.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

Liquidity and Capital Resources

At June 30, 2026, the Company had current assets of $5,316,623 and current liabilities of $22,126,649 compared with current assets of $3,727,772 and current liabilities of $16,333,220 at December 31, 2025, representing a working capital deficit of $16,810,026 and $12,605,448, respectively. In addition, the loan described in Note 6 requires a balloon payment of $3,595,153 on September 2, 2026. The continuation of the Company as a going concern is dependent upon generating additional charter revenue growth by improving current aircraft fleet charter operations and obtaining cost effective financing to invest in additional charter aircraft as well as continued financial support from related parties.

Future Financings

We will continue to rely on related parties, equity sales of our common shares or debt financing arrangements in order to continue to fund our business operations. Issuance of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund our operations and other activities.

Going Concern and Liquidity

The Company’s financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, the realization of assets, and liquidation of liabilities in the normal course of business.

Premier Air Charter Holdings Inc. incurred net losses of $2,443,804 and $2,223,550 during the six months ended June 30, 2026 and 2025, respectively. Although these losses were primarily the result of investments in aircraft and supporting operational infrastructure, these losses and limited working capital raise substantial doubt about our ability to continue as a going concern.

There can be no assurance that the Company will be successful in obtaining additional funding, or that the Company’s projections of its future working capital needs will prove accurate, or that any additional funding will be sufficient to continue operations in future years. In addition, support of the Company’s operations is dependent on receiving support from related parties which primarily consists of financial support for revenue and operating expenses.

We will be required to raise substantial capital to fund our capital expenditures, working capital, and other cash requirements. We will continue to rely on related parties and seek other financing to complete our business plans. The successful outcome of future financing activities cannot be determined at this time and there are no assurances that, if achieved, we will have sufficient funds to execute our intended business plan or generate positive operational results.

In addition to our current deficit, we may incur additional losses during the foreseeable future, until we are able to successfully execute our business plan. There is no assurance that we will be able to obtain additional financing through private placements and/or public offerings necessary to support our working capital requirements. To the extent that funds generated from any private placements and/or public offerings are insufficient, we will have to raise additional working capital through other sources, such as bank loans and/or financings. No assurance can be given that additional financing will be available, or if available, will be on acceptable terms.

We are also incurring increased costs as a publicly traded company. As a public company, we incur significant legal, accounting and other expenses that we did not incur as a private company. In addition, the Sarbanes-Oxley Act of 2002, as well as new rules subsequently implemented by the Securities and Exchange Commission, have required changes in corporate governance practices of public companies. These new rules and regulations have increased our legal and financial compliance costs and have made some activities more time-consuming and costly. We cannot predict or estimate the amount of additional costs we may incur as a result of being a public company or the timing of such costs.

Critical Accounting Policies

Refer to our Premier Holdings audited financial statements for the years ended December 31, 2025, and 2024 financial statements for a full discussion of our critical accounting policies.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this Quarterly Report, our Chief Executive Officer and Principal Chief Financial Officer performed an evaluation of the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Based on the evaluation, the Chief Executive Officer and Principal Financial Officer concluded that, as of June 30, 2026, the Company’s disclosure controls and procedures are not effective to ensure that the information required to be disclosed by the Company in the report that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as that term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the three months ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Risk factors describing the major risks to our business can be found under Item 1A, “Risk Factors”, in our Annual Report on Form 10-K for the year ended December 31, 2025. There has been no material change in our risk factors from those previously discussed in the Annual Report on Form 10-K.