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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark one)
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☒ | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2020 |
☐ | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from _____to _____ |
Commission File Number 001-35476
Air T, Inc.
(Exact name of registrant as specified in its charter)
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Delaware | 52-1206400 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
5930 Balsom Ridge Road, Denver, North Carolina 28037
(Address of principal executive offices, including zip code)
(828) 464 – 8741
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | Trading Symbol(s)
| Name of each exchange on which registered |
Common Stock | AIRT | NASDAQ Stock Market |
Alpha Income Preferred Securities (also referred to as 8% cumulative Capital Securities) ("AIP")* | AIRTP | NASDAQ Stock Market |
Warrant Purchase AIP* | AIRTW | NASDAQ Stock Market |
*Issued by Air T Funding | | |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes x No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer | ☐ | | Accelerated filer | ☐ | |
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Non-accelerated filer | ☒ | | 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 x
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
| | | | | |
Common Stock | Common Shares, par value of $.25 per share |
Outstanding Shares at July 31, 2020 | 2,881,868 |
AIR T, INC. AND SUBSIDIARIES
QUARTERLY REPORT ON FORM 10-Q
TABLE OF CONTENTS
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| Exhibit Index | |
| Certifications | |
| Interactive Data Files | |
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Item 1. Financial Statements
AIR T, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
| | | | | | | | | | | |
(in thousands, except (loss) income per share number) | Three Months Ended June 30, | | |
| 2020 | | 2019 |
Operating Revenues: | | | |
Overnight air cargo | $ | 16,171 | | | $ | 18,320 | |
Ground equipment sales | 15,828 | | | 12,249 | |
Commercial jet engines and parts | 4,693 | | | 16,327 | |
Printing equipment and maintenance | 88 | | | 64 | |
Corporate and other | 190 | | | 228 | |
| 36,970 | | | 47,188 | |
| | | |
Operating Expenses: | | | |
Overnight air cargo | 14,167 | | | 16,519 |
Ground equipment sales | 12,198 | | | 9,731 | |
Commercial jet engines and parts | 2,714 | | | 8,286 | |
Printing equipment and maintenance | 21 | | | 39 | |
General and administrative | 7,529 | | | 9,671 | |
Depreciation and amortization | 609 | | | 1,941 | |
Impairment of property and equipment | — | | | 7 | |
Gain on sale of property and equipment | (2) | | | (4) | |
| 37,236 | | | 46,190 | |
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Operating (Loss) Income from Continuing Operations | (266) | | | 998 | |
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Non-operating (Expense) Income: | | | |
Other-than-temporary impairment loss on investments | — | | | (815) | |
Interest expense and other | (1,161) | | | (1,024) | |
Gain on settlement of bankruptcy | — | | | 4,509 | |
Loss from equity method investments | (558) | | | (321) | |
Other | 729 | | | 271 | |
| (990) | | | 2,620 | |
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(Loss) Income from Continuing Operations Before Income Taxes | (1,256) | | | 3,618 | |
Income Taxes (Benefit) | (300) | | | (377) | |
Net (Loss) Income from Continuing Operations | (956) | | | 3,995 | |
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Income from Discontinued Operations, net of tax | — | | | 161 |
Net (Loss) Income | (956) | | | 4,156 | |
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Net Loss (Income) Attributable to Non-controlling Interests | 115 | | | (2,373) | |
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Net (Loss) Income Attributable to Air T, Inc. Stockholders | $ | (841) | | | $ | 1,783 | |
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(Loss) Income from continuing operations per share (Note 6) | | | |
Basic | (0.29) | | | 0.72 | |
Diluted | (0.29) | | | 0.72 |
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Income from discontinued operations per share (Note 6) | | | |
Basic | — | | | 0.07 | |
Diluted | — | | | 0.07 | |
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(Loss) Income per share (Note 6) | | | |
Basic | (0.29) | | | 0.79 | |
Diluted | (0.29) | | | 0.79 | |
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Weighted Average Shares Outstanding: | | | |
Basic | 2,882 | | | 2,253 | |
Diluted | 2,882 | | | 2,257 | |
See notes to condensed consolidated financial statements.
AIR T, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
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(in thousands) | Three Months Ended June 30, | | |
| 2020 | | 2019 |
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Net (loss) income | $ | (956) | | | $ | 4,156 | |
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Other comprehensive loss: | | | |
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Foreign currency translation loss | (67) | | | (18) | |
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Unrealized loss on interest rate swaps, net of tax of $7 and $52 respectively | (26) | | | (176) | |
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Total Other Comprehensive Loss | (93) | | | (194) | |
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Total Comprehensive (Loss) Income | (1,049) | | | 3,962 | |
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Comprehensive Loss (Income) Attributable to Non-controlling Interests | 115 | | | (2,386) | |
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Comprehensive (Loss) Income Attributable to Air T, Inc. Stockholders | $ | (934) | | | $ | 1,576 | |
See notes to condensed consolidated financial statements.
AIR T, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
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(in thousands, except shares number) | June 30, 2020 | | March 31, 2020 |
ASSETS | | | |
Current Assets: | | | |
Cash and cash equivalents | $ | 7,095 | | | $ | 5,952 | |
Marketable securities | 2,845 | | | 1,677 | |
Restricted cash | 9,561 | | | 9,619 | |
Restricted investments | 1,042 | | | 1,085 | |
Accounts receivable, net of allowance for doubtful accounts of $913 and $680 | 10,274 | | | 13,077 | |
Income tax receivable | 1,471 | | | 1,174 | |
Inventories, net | 63,879 | | | 60,623 | |
Other current assets | 7,453 | | | 5,279 | |
Total Current Assets | 103,620 | | | 98,486 | |
| | | |
Asset on lease or held for lease, net of accumulated depreciation of $6,102 and $6,526 | 25,325 | | | 27,945 | |
Property and equipment, net of accumulated depreciation of $4,454 and $4,319 | 5,190 | | | 5,272 | |
Right-of-use assets | 7,851 | | | 8,116 | |
| | | |
Investments in securities | 783 | | | 815 | |
Equity method investments | 4,650 | | | 5,208 | |
Intangible assets, net of accumulated amortization of $2,245 and $2,380 | 878 | | | 749 | |
Goodwill | 4,227 | | | 4,227 | |
Other assets | 626 | | | 609 | |
Total Assets | $ | 153,150 | | | $ | 151,427 | |
| | | |
LIABILITIES AND STOCKHOLDERS' EQUITY | | | |
Current Liabilities: | | | |
Accounts payable | 7,722 | | | $ | 10,864 | |
| | | |
Accrued expenses and other (Note 4) | 13,995 | | | 13,024 | |
Current portion of long-term debt | 37,249 | | | 42,684 | |
Short-term lease liability | 1,192 | | | 1,174 | |
Total Current Liabilities | 60,158 | | | 67,746 | |
| | | |
Long-term debt | 53,703 | | | 43,136 | |
Deferred income tax liabilities, net | 572 | | | 579 | |
Long-term lease liability | 7,241 | | | 7,473 | |
Other non-current liabilities | 1,435 | | | 1,402 | |
Total Liabilities | 123,109 | | | 120,336 | |
| | | |
Redeemable non-controlling interest | 5,540 | | | 6,080 | |
| | | |
Commitments and contingencies (Note 15) | | | |
| | | |
Equity: | | | |
Air T, Inc. Stockholders' Equity: | | | |
Preferred stock, $1.00 par value, 50,000 shares authorized | — | | | — | |
Common stock, $.25 par value; 4,000,000 shares authorized, 3,022,745 shares issued, 2,881,853 shares outstanding | 756 | | | 756 | |
Treasury stock, 140,892 shares at $18.58 | (2,617) | | | (2,617) | |
Additional paid-in capital | 3,065 | | | 2,636 | |
Retained earnings | 22,927 | | | 23,768 | |
Accumulated other comprehensive loss | (630) | | | (537) | |
Total Air T, Inc. Stockholders' Equity | 23,501 | | | 24,006 | |
Non-controlling Interests | 1,000 | | | 1,005 | |
Total Equity | 24,501 | | | 25,011 | |
Total Liabilities and Equity | $ | 153,150 | | | $ | 151,427 | |
See notes to condensed consolidated financial statements.
AIR T, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| | | | | | | | | | | |
(in thousands) | Three Months Ended June 30, | | |
| 2020 | | 2019 |
CASH FLOWS FROM OPERATING ACTIVITIES: | | | |
Net (loss) income | $ | (956) | | | $ | 4,156 | |
Less: Income from discontinued operations, net of income tax | — | | | 161 | |
Net (loss) income from continuing operations | (956) | | | 3,995 | |
Adjustments to reconcile net income to net cash provided by operating activities: | | | |
Depreciation and amortization | 609 | | | 1,947 | |
Impairment of investment | — | | | 815 | |
Gain on settlement of bankruptcy | — | | | (4,509) | |
Bargain purchase acquisition gain | — | | | (34) | |
Other | 369 | | | 378 | |
| | | |
Change in operating assets and liabilities: | | | |
Accounts receivable | 2,570 | | | (4,474) | |
Inventories | (663) | | | 2,401 | |
Accounts payable | (3,141) | | | 2,537 | |
Accrued expenses | 971 | | | 3,831 | |
Other | (3,094) | | | (2,045) | |
Net cash (used in) provided by operating activities - continuing operations | (3,335) | | | 4,842 | |
Net cash provided by operating activities - discontinued operations | — | | | 546 | |
Net cash (used in) provided by operating activities | (3,335) | | | 5,388 | |
CASH FLOWS FROM INVESTING ACTIVITIES: | | | |
Purchases of marketable securities | (482) | | | (27) | |
Sale of marketable securities | 658 | | | 309 | |
Acquisition of businesses, net of cash acquired | — | | | (500) | |
Capital expenditures related to property & equipment | (586) | | | (250) | |
Capital expenditures related to assets on lease or held for lease | (60) | | | (3,298) | |
Other | (78) | | | 34 | |
Net cash used in investing activities - continuing operations | (548) | | | (3,732) | |
Net cash used in investing activities - discontinued operations | — | | | (48) | |
Net cash used in investing activities | (548) | | | (3,780) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | | | |
Proceeds from lines of credit | 8,006 | | | 24,447 | |
Payments on lines of credit | (18,205) | | | (17,143) | |
Proceeds from term loan | 9,478 | | | — | |
Proceeds from Payroll Protection Program loan ("PPP loan") | 8,215 | | | — | |
Payments on term loan | (2,437) | | | (7,026) | |
Proceeds received from issuance of TruPs | — | | | 2,018 | |
Other | (17) | | | (288) | |
Net cash provided by financing activities | 5,040 | | | 2,008 | |
Effect of foreign currency exchange rates on cash and cash equivalents | (72) | | | 3 | |
NET INCREASE/ (DECREASE) IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH | 1,085 | | | 3,619 | |
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD | 15,571 | | | 12,648 | |
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD | $ | 16,656 | | | $ | 16,267 | |
See notes to condensed consolidated financial statements.
AIR T, INC AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(UNAUDITED)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(in thousands) | Common Stock | | | | Additional Paid-In Capital | | Retained Earnings | | Accumulated Other Comprehensive Income (Loss) | | Non-controlling Interests | | Total Equity |
| Shares | | Amount | | | | | | | | | | |
Balance, March 31, 2019 | 2,022 | | | $ | 506 | | | $ | 2,866 | | | $ | 21,191 | | | $ | (205) | | | $ | (1,000) | | | $ | 23,358 | |
| | | | | | | | | | | | | |
Net income* | — | | | — | | | — | | | 1,783 | | | — | | | 2,034 | | | 3,817 | |
| | | | | | | | | | | | | |
Repurchase of Common Stock | (17) | | | (4) | | | — | | | (122) | | | — | | | — | | | (126) | |
| | | | | | | | | | | | | |
Stock Split | 1,010 | | | 252 | | | (252) | | | — | | | — | | | — | | | — | |
| | | | | | | | | | | | | |
Issuance of Debt - Trust Preferred Securities | — | | | — | | | — | | | (4,000) | | | — | | | — | | | (4,000) | |
| | | | | | | | | | | | | |
Issuance of Warrants | — | | | — | | | — | | | (840) | | | — | | | — | | | (840) | |
| | | | | | | | | | | | | |
Adoption of ASC 842 - Leasing | — | | | — | | | — | | | (41) | | | — | | | — | | | (41) | |
| | | | | | | | | | | | | |
Unrealized loss on interest rate swaps, net of tax | — | | | — | | | — | | | — | | | (176) | | | — | | | (176) | |
| | | | | | | | | | | | | |
Foreign currency translation gain (loss) | — | | | — | | | — | | | — | | | (30) | | | 12 | | | (18) | |
| | | | | | | | | | | | | |
Adjustment to fair value of redeemable non-controlling interest | — | | | — | | | (985) | | | — | | | — | | | — | | | (985) | |
| | | | | | | | | | | | | |
Balance, June 30, 2019 | 3,015 | | | $ | 754 | | | $ | 1,629 | | | $ | 17,971 | | | $ | (411) | | | $ | 1,046 | | | $ | 20,989 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(in thousands) | Common Stock | | | | Treasury Stock | | | | Additional Paid-In Capital | | Retained Earnings | | Accumulated Other Comprehensive Income (Loss) | | Non-controlling Interests | | Total Equity |
| Share | | Amount | | Share | | Amount | | | | | | | | | | |
Balance, March 31, 2020 | 3,023 | | | $ | 756 | | | $ | 141 | | | $ | (2,617) | | | $ | 2,636 | | | $ | 23,768 | | | $ | (537) | | | $ | 1,005 | | | $ | 25,011 | |
| | | | | | | | | | | | | | | | | |
Net loss* | — | | | — | | | — | | | — | | | — | | | (841) | | | — | | | (5) | | | (846) | |
| | | | | | | | | | | | | | | | | |
Unrealized loss on interest rate swaps, net of tax | — | | | — | | | — | | | — | | | — | | | — | | | (26) | | | — | | | (26) | |
| | | | | | | | | | | | | | | | | |
Foreign currency translation loss | — | | | — | | | — | | | — | | | — | | | — | | | (67) | | | — | | | (67) | |
| | | | | | | | | | | | | | | | | |
Adjustment to fair value of redeemable non-controlling interest | — | | | — | | | — | | | — | | | 429 | | | — | | | — | | | — | | | 429 | |
| | | | | | | | | | | | | | | | | |
Balance, June 30, 2020 | 3,023 | | | 756 | | | 141 | | | (2,617) | | | 3,065 | | | 22,927 | | | (630) | | | 1,000 | | | 24,501 | |
*Excludes amount attributable to redeemable non-controlling interest in Contrail.
See notes to condensed consolidated financial statements.
AIR T, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1. Financial Statement Presentation
The condensed consolidated financial statements of Air T, Inc. (“Air T”, the “Company”, “we”, “us” or “our”) have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the following disclosures are adequate to make the information presented not misleading. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of the results for the periods presented have been made.
These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended March 31, 2020. The results of operations for the period ended June 30, 2020 are not necessarily indicative of the operating results for the full year.
On September 30, 2019, we completed the sale of 100% of the equity ownership in the Company's wholly-owned subsidiary, Global Aviation Services, LLC ("GAS"), which previously constituted the ground support services segment. See Note 3, Discontinued Operations. The Company's results of operations related to GAS have been reclassified as discontinued operations on a retrospective basis for all periods presented. Unless otherwise indicated, the disclosures accompanying the condensed consolidated financial statements reflect the Company's continuing operations. Certain reclassifications have been made to the prior period amounts to conform to the current presentation.
Liquidity – Contrail Aviation Support, LLC ("Contrail") is a subsidiary of the Company in the Commercial Jet Engines and Parts segment. The Contrail Credit Agreement contains affirmative and negative covenants, including covenants that restrict the ability of Contrail and its subsidiaries to, among other things, incur or guarantee indebtedness, incur liens, dispose of assets, engage in mergers and consolidations, make acquisitions or other investments, make changes in the nature of its business, and engage in transactions with affiliates. The Contrail Credit Agreement also contains quarterly financial covenants applicable to Contrail and its subsidiaries, including a minimum debt service coverage ratio of 1.25 to 1.0 and a minimum tangible net worth of $15 million. As of June 30, 2020, Contrail's management believes based on forecasted results for the fiscal year ended March 31, 2021, it is probable that it will not be in compliance with the debt service coverage ratio for the quarter ended September 30, 2020. Non-compliance with a debt covenant that is not subsequently cured gives Old National Bank ("ONB") the right to declare the entire amount of Contrail’s outstanding debt at the time of non-compliance immediately due and payable and exercise its remedies with respect to the collateral that secures the debt as described in Note 11. Additionally, the Contrail Credit Agreement contains a provision whereby Contrail is required to pay down the total outstanding principal balance of the Contrail revolving credit facility to zero for at least thirty consecutive days during each fiscal year. With the next paydown requirement date on March 31, 2021, it is probable that Contrail will not be in compliance with this provision.
Contrail management is currently in discussion with ONB to obtain a waiver to its financial covenants and applicable paydown provision mentioned above, to seek to revise the financing documents and/or to secure alternative financing to avoid an event of non-compliance. With respect to alternative financing, Contrail intends to access debt financing under the Main Street Lending Program ("Main Street loan"), established by the Federal Reserve in response to economic uncertainty caused by the COVID-19 pandemic. Main Street loans are intended to provide additional credit to companies that were in sound condition prior to the onset of the
COVID-19 pandemic. While Contrail believes that they qualify under the criteria set forth under the Main Street Lending Program, there is no assurance that Contrail will obtain funding under the Main Street Lending Program or if such credit is obtained that it would be sufficient.
The obligations of Contrail under the Contrail Credit Agreement are also guaranteed by the Company, up to a maximum of $1.6 million, plus costs of collection. The Company is not liable for any other assets or liabilities of Contrail and there are no cross-default provisions with respect to Contrail’s debt in any of the Company’s debt agreements with other lenders. If Contrail were to cease operations, the Company believes it, along with the rest of its businesses, will continue to operate, given the maximum guarantee of Contrail’s obligations of $1.6 million, plus costs of collection.
In April 2020, the Company obtained loans under the PPP, as authorized by the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act"), of $8.2 million to help pay for payroll costs, mortgage interest, rent and utility costs. The Company may apply to Minnesota Bank & Trust ("MBT") for forgiveness of the PPP Loan, however, forgiveness is not fully assured. The Company believes it is probable that the cash on hand (including that obtained from the PPP), net cash provided by operations from its remaining operating segments, together with its current revolving lines of credit, as amended or replaced, will be sufficient to meet its obligations as they become due in the ordinary course of business for at least 12 months following the date these financial statements are issued.
COVID-19 Pandemic - The Company is closely monitoring the impact of the COVID-19 pandemic on all aspects of its business. As a result of the COVID-19 pandemic and measures taken to limit the pandemic and its impact, the Company continued to experience decreases in revenues during the month of July. The extent to which the COVID-19 pandemic continues to impact the Company’s operations will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact, and the direct and indirect economic effects of the pandemic and containment measures, among others.
Recently Adopted Accounting Pronouncements
In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This standard significantly changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income, including trade receivables. The standard requires an entity to estimate its lifetime “expected credit loss” for such assets at inception, and record an allowance that, when deducted from the amortized cost basis of the financial asset, presents the net amount expected to be collected on the financial asset. The Company adopted this standard on April 1, 2020. As of June 30, 2020, the standard did not have a material impact on the Company's condensed consolidated financial statements and disclosures.
In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. This ASU simplifies how an entity is required to test goodwill for impairment by eliminating Step Two from the goodwill impairment test. Step Two measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. Under this standard, an entity will recognize an impairment charge for the amount by which the carrying value of a reporting unit exceeds its fair value. The Company adopted this amendment on April 1, 2020. As of June 30, 2020, the amendment did not have a material impact on the Company's condensed consolidated financial statements and disclosures.
In October 2018, the FASB updated the Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities of the Accounting Standards Codification. The amendments in this update affect reporting entities that are required to determine whether they should consolidate a legal entity under the guidance within the Variable Interest Entities Subsections of Subtopic 810-10, Consolidation—Overall. Indirect interests held through related parties in common control arrangements should be
considered on a proportional basis for determining whether fees paid to decision makers and service providers are variable interests. The Company adopted this amendment on April 1, 2020. As of June 30, 2020, the amendment did not have a material impact on the Company's condensed consolidated financial statements and disclosures.
In December 2019, the FASB updated the Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes of the Accounting Standards Codification. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. The amendments in this Update simplify the accounting for income taxes by removing the exception to the incremental approach for intraperiod tax allocation when there is a loss from continuing operations and income or a gain from other items (for example, discontinued operations or other comprehensive income), among other changes. The Company early adopted this amendment as of April 1, 2020. The amendment resulted in an immaterial impact to its condensed consolidated financial statements and disclosures.
Recently Issued Accounting Pronouncements
In January 2020, the FASB updated the Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)—Clarifying the Interactions between Topic 321, Topic 323, and Topic 815. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. The amendments clarify that an entity should consider observable transactions that require it to either apply or discontinue the equity method of accounting for the purposes of applying the measurement alternative in accordance with Topic 321 immediately before applying or upon discontinuing the equity method. The Company is currently evaluating the impact of this amendment on its condensed consolidated financial statements and disclosures.
In March 2020, the FASB issued ASU 2020-04- Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The amendments in this Update provide optional expedients and exceptions for applying generally accepted accounting principles (GAAP) to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments in this Update apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The expedients and exceptions provided by the amendments do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022, except for hedging relationships existing as of December 31, 2022, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship. Further, in accordance with the amendments in this Update, an entity may make a one-time election to sell, transfer, or both sell and transfer debt securities classified as held to maturity that reference a rate affected by reference rate reform and that are classified as held to maturity before January 1, 2020. The amendments are effective for all entities from the beginning of an interim period that includes the issuance date of this ASU. An entity may elect to apply the amendments prospectively through December 31, 2022. The Company is currently evaluating the impact of this amendment on our contracts, hedging relationships, and other transactions affected by reference rate reform.
2. Revenue Recognition
Substantially all of the Company’s revenue is derived from contracts with an initial expected duration of one year or less, as a result, the Company has applied the practical expedient to exclude consideration of significant financing components from the determination of transaction price, to expense costs incurred to obtain a contract, and to not disclose the value of unsatisfied performance obligations.
The following is a description of the Company’s performance obligations:
| | | | | |
Type of Revenue | Nature, Timing of Satisfaction of Performance Obligations, and Significant Payment Terms |
Product Sales | The Company generates revenue from sales of various distinct products such as parts, aircraft equipment, printing equipment, jet engines, airframes, and scrap metal to its customers. A performance obligation is created when the Company accepts an order from a customer to provide a specified product. Each product ordered by a customer represents a performance obligation. The Company recognizes revenue when obligations under the terms of the contract are satisfied; generally, this occurs at a point-in-time upon shipment or when control is transferred to the customer. Transaction prices are based on contracted terms, which are at fixed amounts based on standalone selling prices. While the majority of the Company's contracts do not have variable consideration, for the limited number of contracts that do, the Company records revenue based on the standalone selling price less an estimate of variable consideration (such as rebates, discounts or prompt payment discounts). The Company estimates these amounts based on the expected incentive amount to be provided to customers and reduces revenue accordingly. Performance obligations are short-term in nature and customers are typically billed upon transfer of control. The Company records all shipping and handling fees billed to customers as revenue. The terms and conditions of the customer purchase orders or contracts are dictated by either the Company’s standard terms and conditions or by a master service agreement or by the contract. |
Support Services | The Company provides a variety of support services such as aircraft maintenance, printer maintenance, and short-term repair services to its customers. Additionally, the Company operates certain aircraft routes on behalf of FedEx. A performance obligation is created when the Company agrees to provide a particular service to a customer. For each service, the Company recognizes revenues over time as the customer simultaneously receives the benefits provided by the Company's performance. This revenue recognition can vary from when the Company has a right to invoice to the output or input method depending on the structure of the contract and management’s analysis. For repair-type services, the Company records revenue over-time based on an input method of costs incurred to total estimated costs. The Company believes this is appropriate as the Company is enhancing an asset that the customer controls as repair work, such as labor hours are incurred, and parts installed, is being performed. The vast majority of repair-services are short term in nature and are typically billed upon completion of the service. Some of the Company’s contracts contain a promise to stand ready as the Company is obligated to perform certain maintenance or administrative services. For most of these contracts, the Company applies the 'as invoiced' practical expedient as the Company has a right to consideration from the customer in an amount that corresponds directly with the value of the entity's performance completed to date. A small number of contracts are accounted for as a series and recognized equal to the amount of consideration the Company is entitled to less an estimate of variable consideration (typically rebates). These services are typically ongoing and are generally billed on a monthly basis. |
In addition to the above type of revenues, the Company also has Leasing Revenue, which is in scope under Topic 842 (Leases) and out of scope under Topic 606 and Other Revenues (Freight, Management Fees, etc.) which are immaterial for disclosure under Topic 606.
The following table summarizes disaggregated revenues by type (in thousands):
| | | | | | | | | | | |
| Three Months Ended June 30, 2020 | | Three Months Ended June 30, 2019 |
Product Sales | | | |
Air Cargo | $ | 4,315 | | | $ | 5,414 | |
Ground equipment sales | 15,738 | | | 12,002 | |
Commercial jet engines and parts | 2,695 | | | 11,171 | |
Printing equipment and maintenance | 28 | | | |