Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 30, 2020 | Jun. 28, 2019 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | AEROCENTURY CORP | ||
Entity Central Index Key | 0001036848 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Shell Company | false | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Interactive Data Current | Yes | ||
Entity Incorporation, State or Country Code | DE | ||
Entity File Number | 001-13387 | ||
Entity Public Float | $ 8,565,600 | ||
Entity Common Stock, Shares Outstanding | 1,545,884 | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
ASSETS | ||
Cash and cash equivalents | $ 2,350,200 | $ 1,542,500 |
Restricted cash | 1,076,900 | 0 |
Securities | 0 | 121,000 |
Accounts receivable, including deferred rent of $828,000 and $869,600 at December 31, 2019 and December 31, 2018, respectively | 1,139,700 | 3,967,200 |
Finance leases receivable, net of allowance for doubtful accounts of $2,908,600 and $0 at December 31, 2019 and December 31, 2018, respectively | 8,802,100 | 15,250,900 |
Aircraft and aircraft engines held for lease, net of accumulated depreciation of $31,338,700 and $36,675,500 at December 31, 2019 and December 31, 2018, respectively | 108,368,600 | 184,019,900 |
Assets held for sale | 26,036,600 | 10,223,300 |
Property, equipment and furnishings, net of accumulated depreciation of $9,600 and $2,200 at December 31, 2019 and December 31, 2018, respectively | 62,900 | 69,100 |
Office lease right of use, net of accumulated amortization of $405,400 at December 31, 2019 | 948,300 | 0 |
Favorable office lease acquired, net of accumulated amortization of $61,700 at December 31, 2018 | 0 | 863,300 |
Deferred tax asset | 517,700 | 254,900 |
Prepaid expenses and other assets | 292,800 | 840,100 |
Total assets | 149,595,800 | 217,152,200 |
Liabilities: | ||
Accounts payable and accrued expenses | 736,000 | 1,025,600 |
Accrued payroll | 164,200 | 78,600 |
Notes payable and accrued interest, net of unamortized debt issuance costs of $3,825,700 and $674,300 at December 31, 2019 and December 31, 2018, respectively | 111,638,400 | 131,092,200 |
Derivative liability | 1,824,500 | 0 |
Lease liability | 336,400 | 0 |
Maintenance reserves | 4,413,100 | 28,527,500 |
Accrued maintenance costs | 446,300 | 463,300 |
Security deposits | 1,034,300 | 3,367,800 |
Unearned revenues | 3,039,200 | 3,274,800 |
Deferred income taxes | 2,529,800 | 7,537,100 |
Income taxes payable | 175,000 | 497,400 |
Total liabilities | 126,337,200 | 175,864,300 |
Commitments and contingencies (Note 11) | ||
Stockholders' equity: | ||
Preferred stock, $0.001 par value, 2,000,000 shares authorized, no shares issued and outstanding | 0 | 0 |
Common stock, $0.001 par value, 10,000,000 shares authorized, 1,545,884 outstanding at December 31, 2019 and December 31, 2018, respectively | 1,800 | 1,800 |
Paid-in capital | 16,782,800 | 16,782,800 |
Retained earnings | 10,882,100 | 27,540,600 |
Accumulated other comprehensive income | (1,370,800) | 0 |
Shareholders equity before treasury stock | 26,295,900 | 44,325,200 |
Treasury stock at cost, 213,332 shares at December 31, 2019 and December 31, 2018 | (3,037,300) | (3,037,300) |
Total stockholders' equity | 23,258,600 | 41,287,900 |
Total liabilities and stockholders' equity | $ 149,595,800 | $ 217,152,200 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
ASSETS | ||
Accounts receivable, deferred rent | $ 828,000 | $ 869,600 |
Finance lease receivable, allowance for doubtful accounts | 2,908,600 | 0 |
Aircraft and aircraft engines held for lease, accumulated depreciation | 31,338,700 | 36,675,500 |
Accumulated depreciation | 9,600 | 2,200 |
Accumulated amortization, lease right of use | 405,400 | 0 |
Accumulated amortization, favorable lease acquired | 0 | 61,700 |
Liabilities: | ||
Unamortized debt issuance costs | $ 3,825,700 | $ 674,300 |
Stockholders' equity: | ||
Preferred stock, par value | $ .001 | $ 0.001 |
Preferred stock, authorized | 2,000,000 | 2,000,000 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Common stock, par value | $ .001 | $ 0.001 |
Common stock, authorized | 10,000,000 | 10,000,000 |
Common stock, issued | 1,545,884 | 1,545,884 |
Common stock, outstanding | 1,545,884 | 1,545,884 |
Treasury stock | 213,332 | 213,332 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenues and other income: | ||
Operating lease revenue | $ 25,609,000 | $ 27,637,500 |
Maintenance reserves revenue, net | 16,968,400 | 1,629,000 |
Finance lease revenue | 852,600 | 1,251,000 |
Net gain (loss) on disposal of assets | 326,900 | (3,408,700) |
Net loss on sales-type finance leases | (170,600) | 0 |
Other income | 12,800 | 7,600 |
Total income | 43,599,100 | 27,116,400 |
Expenses: | ||
Provision for impairment in value of aircraft | 31,007,400 | 2,971,500 |
Depreciation | 11,587,500 | 12,637,100 |
Interest | 11,302,900 | 9,506,000 |
Professional fees, general and administrative and other | 4,005,100 | 2,343,800 |
Bad debt expense | 2,908,600 | 0 |
Salaries and employee benefits | 2,367,500 | 592,300 |
Maintenance | 850,800 | 636,000 |
Insurance | 621,300 | 383,700 |
Other taxes | 114,300 | 90,200 |
Management fees | 0 | 4,482,800 |
Settlement loss | 0 | 2,527,000 |
Total expenses | 64,765,400 | 36,170,400 |
Loss before income tax benefit | (21,166,300) | (9,054,000) |
Income tax benefit | (4,507,800) | (972,800) |
Net loss | $ (16,658,500) | $ (8,081,200) |
Loss per share: | ||
Basic | $ (10.78) | $ (5.58) |
Diluted | $ (10.78) | $ (5.58) |
Weighted average shares used in loss per share computations: | ||
Basic | 1,545,884 | 1,449,261 |
Diluted | 1,545,884 | 1,449,261 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (16,658,500) | $ (8,081,200) |
Other comprehensive loss: | ||
Unrealized losses on derivative instruments | (1,932,100) | 0 |
Reclassification of net unrealized losses on derivative instruments to interest expense | 186,400 | 0 |
Tax benefit related to items of other comprehensive loss | 374,900 | 0 |
Other comprehensive loss | (1,370,800) | 0 |
Total comprehensive loss | $ (18,029,300) | $ (8,081,200) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) | Common Stock | Additional Paid-in Capital | Retained Earnings | Treasury Stock | Accumulated Other Comprehensive Loss | Total |
Balance (in shares) at Dec. 31, 2017 | 1,416,699 | |||||
Balance at Dec. 31, 2017 | $ 1,600 | $ 14,780,100 | $ 35,621,800 | $ (3,036,800) | $ 0 | $ 47,366,700 |
Acquisition of JHC by AeroCentury (in shares) | 129,217 | |||||
Acquisition of JHC by AeroCentury | $ 200 | 2,002,700 | 2,002,900 | |||
Common stock shares held by JHC prior to the acquisition of JHC and retained as treasury stock (in shares) | (32) | |||||
Common stock shares held by JHC prior to the acquisition of JHC and retained as treasury stock | (500) | (500) | ||||
Net loss | (8,081,200) | (8,081,200) | ||||
Accumulated other comprehensive loss | 0 | |||||
Balance (in shares) at Dec. 31, 2018 | 1,545,884 | |||||
Balance at Dec. 31, 2018 | $ 1,800 | 16,782,800 | 27,540,600 | (3,037,300) | 0 | 41,287,900 |
Net loss | (16,658,500) | (16,658,500) | ||||
Accumulated other comprehensive loss | (1,370,800) | (1,370,800) | ||||
Balance (in shares) at Dec. 31, 2019 | 1,545,884 | |||||
Balance at Dec. 31, 2019 | $ 1,800 | $ 16,782,800 | $ 10,882,100 | $ (3,037,300) | $ (1,370,800) | $ 23,258,600 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Operating activities: | ||
Net loss | $ (16,658,500) | $ (8,081,200) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Net gain on disposal of assets | (326,900) | 3,408,700 |
Net loss on sales-type finance leases | 170,600 | 0 |
Non-cash income | 0 | (42,700) |
Depreciation | 11,587,500 | 12,637,100 |
Amortization | 0 | 61,700 |
Provision for impairment in value of aircraft | 31,007,400 | 2,971,500 |
Provision for bad debts | 2,908,600 | 0 |
Non-cash interest | 3,376,300 | 1,615,500 |
Settlement loss | 0 | 2,527,000 |
Deferred income taxes | (4,895,200) | (1,390,000) |
Derivative valuations | 154,000 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (5,962,800) | (537,400) |
Finance leases receivable | 263,400 | (133,100) |
Office lease right of use | (948,300) | 0 |
Favorable office lease acquired | 863,300 | 0 |
Prepaid expenses and other | 551,700 | (457,800) |
Taxes receivable | (5,600) | 22,500 |
Accounts payable and accrued expenses | (277,300) | 1,802,700 |
Accrued payroll | 85,600 | (14,800) |
Accrued interest on notes payable | 310,200 | (147,100) |
Office lease liability | 336,400 | 0 |
Maintenance reserves and accrued costs | (14,016,200) | 3,552,600 |
Security deposits | 0 | (4,100) |
Unearned revenue | (32,100) | 827,300 |
Income taxes payable | (322,400) | (677,200) |
Net cash provided by operating activities | 8,169,700 | 17,941,200 |
Investing activities: | ||
Proceeds from sale of aircraft and aircraft engines held for lease, net of re-sale fees | 1,702,400 | 11,688,400 |
Proceeds from sale of assets held for sale, net of re-sale fees | 15,107,000 | 4,945,200 |
Purchases of aircraft and aircraft engines | 0 | (22,844,300) |
Proceeds from sale of securities | 121,000 | 0 |
Acquisition of JHC, net of cash acquired | 0 | (2,875,100) |
Net cash provided by/(used in) investing activities | 16,930,400 | (9,085,800) |
Financing activities: | ||
Issuance of notes payable - MUFG Credit Facility | 5,984,100 | 21,000,000 |
Repayment of notes payable - MUFG Credit Facility | (44,300,000) | (32,600,000) |
Issuance of notes payable - Nord Term Loans | 44,310,000 | 0 |
Repayment of notes payable - UK LLC SPE Financing | (9,211,100) | (4,300,700) |
Repayment of notes payable - Nord Term Loans | (13,395,600) | 0 |
Debt issuance costs | (6,527,700) | (70,000) |
Settlement of interest rate swap | (75,200) | 0 |
Net cash used in financing activities | (23,215,500) | (15,970,700) |
Net increase/(decrease) in cash, cash equivalents and restricted cash | 1,884,600 | (7,115,300) |
Cash, cash equivalents and restricted cash, beginning of year | 1,542,500 | 8,657,800 |
Cash, cash equivalents and restricted cash, end of year | $ 3,427,100 | $ 1,542,500 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Statement of Cash Flows [Abstract] | ||
Cash and cash equivalents | $ 2,350,200 | $ 1,542,500 |
Restricted cash | 1,076,900 | 0 |
Cash, cash equivalents and restricted cash shown in the statement of cash flows | 3,427,100 | 1,542,500 |
Interest paid | 8,123,100 | 8,173,900 |
Income taxes paid | $ 617,600 | $ 1,063,200 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Organization and Summary of Significant Accounting Policies | (a) The Company and Basis of Presentation AeroCentury Corp. (“AeroCentury”) is a Delaware corporation incorporated in 1997. AeroCentury together with its consolidated subsidiaries is referred to as the “Company.” In August 2016, AeroCentury formed two wholly-owned subsidiaries, ACY 19002 Limited (“ACY 19002”) and ACY 19003 Limited (“ACY 19003”) for the purpose of acquiring aircraft using a combination of cash and third-party financing (“UK LLC SPE Financing” or “special-purpose financing”) separate from AeroCentury’s credit facility (the “MUFG Credit Facility”). The UK LLC SPE Financing was repaid in full in February 2019 as part of a refinancing involving new non-recourse term loans totaling approximately $44.3 million (“Nord Term Loans”) made to ACY 19002, ACY 19003, and two other newly formed special-purpose subsidiaries of AeroCentury. See Note 6(b) for more information about the Nord Term Loans. On October 1, 2018, AeroCentury acquired JetFleet Holding Corp. (“JHC”) in a reverse triangular merger (“Merger”) for consideration of approximately $2.9 million in cash and 129,217 shares of common stock of AeroCentury, as determined pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) entered into by AeroCentury, JHC and certain other parties in October 2017. JHC is the parent company of JetFleet Management Corp. (“JMC”), which is an integrated aircraft management, marketing and financing business and the manager of the Company’s assets. Upon completion of the Merger, JHC became a wholly-owned subsidiary of the Company, and as a result, JHC's results are included in the Company's consolidated financial statements beginning on October 1, 2018. In November 2018, AeroCentury formed two wholly-owned subsidiaries, ACY SN 15129 LLC (“ACY 15129”) and ACY E-175 LLC (“ACY E-175”), for the purpose of refinancing four of the Company’s aircraft using the Nord Term Loans. Because the Nord Term Loans did not close until February 2019, the subject aircraft remained as collateral under the MUFG Credit Facility as of December 31, 2018, and ACY 15129 and ACY E-175 had no activity in 2018. Financial information for AeroCentury and its consolidated subsidiaries is presented on a consolidated basis in accordance with accounting principles generally accepted in the United States of America (“GAAP”) based upon the continuation of the business as a going concern. All intercompany balances and transactions have been eliminated in consolidation. (b) Going Concern As discussed in Note 6, the Company was in default under its MUFG Credit Facility as of December 31, 2019. The MUFG Credit Facility lenders (“Credit Facility Lenders”) have the right to exercise any and all remedies for default under the MUFG Credit Facility agreement. Such remedies include, but are not limited to, declaring the entire indebtedness immediately due and payable and, if the Company were unable to repay such accelerated indebtedness (including its obligation in connection with the termination of two interest rate swaps entered into in connection with the MUFG Credit Facility (the “MUFG Swaps”), foreclosing upon the assets of the Company that secure the MUFG Indebtedness, which consist of all of the Company’s assets except for certain assets held in the Company’s single asset special-purpose financing subsidiaries. In addition, as discussed in Note 15, the coronavirus pandemic has led to significant cash flow issues for airlines, including some of the Company’s customers, and some airlines may be unable to timely meet their obligations under their lease obligations with the Company unless government financial support is received, of which there can be no assurance. Any significant nonpayment or late payment of lease payments by a significant lessee or combination of lessees could in turn impose limits on the Company’s ability to fund its ongoing operations as well as cause new defaults under the Company’s debt obligations, which in turn could lead to an immediate acceleration of debt and foreclosure upon the Company’s assets. As a result of these factors, there is substantial doubt regarding the Company’s ability to continue as a going concern. The Company is currently in negotiations with the Credit Facility Lenders to convert the MUFG Credit Facility into a term loan facility (as converted, the The Company is currently in negotiations with the Credit Facility Lenders to convert the MUFG Credit Facility into a term loan facility (as converted, the “MUFG Term Loan” and, collectively with the MUFG Credit Facility, “MUFG Indebtedness”). The Company has engaged an investment banking advisor to assist in obtaining additional debt or equity financing (the “Recapitalization Plan”) which, if successful, would be used to repay the MUFG Indebtedness. However, there is no assurance that this will occur. This is further exacerbated by the significance of the COVID-19 uncertainties discussed in Note 15. The consolidated financial statements presented in this Annual Report on Form 10-K have been prepared on a going concern basis and do not include any adjustments that might arise as a result of uncertainties about the Company’s ability to continue as a going concern. (c) Use of Estimates The Company’s consolidated financial statements have been prepared in accordance with GAAP. The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable for making judgments that are not readily apparent from other sources. The most significant estimates with regard to these consolidated financial statements are the residual values and useful lives of the Company’s long-lived assets, the amount and timing of future cash flows associated with each asset that are used to evaluate whether assets are impaired, accrued maintenance costs, accounting for income taxes, the assumptions used to value the Company’s derivative instruments, the valuation of the right of use asset and related lease liability associated with the Company’s office, and the amounts recorded as allowances for doubtful accounts. (d) Comprehensive Income/(Loss) The Company reflects changes in the fair value of its interest rate swap derivatives that are designated as hedges in other comprehensive income/(loss). Such amounts are reclassified into earnings in the periods in which the hedged transaction occurs or when it is probable that the hedged transactions will no longer occur, and are included in interest expense. (e) Cash, Cash Equivalents and Restricted Cash The Company considers highly liquid investments readily convertible into known amounts of cash, with original maturities of 90 days or less from the date of acquisition, as cash equivalents. The Company’s restricted cash is held in an account with the agent for the Company’s MUFG Credit Facility and disbursements from the account are subject to the control and discretion of the agent for payment of principal on the MUFG Credit Facility as well as for the Company’s operating expenses. (f) Securities At December 31, 2018, the Company owned 121 shares of non-voting preferred stock in a non-public company. The stock, which had a cumulative preferred annual dividend of 10% and a liquidation value of $1,000 per share, was sold during 2019. (g) Lease Accounting, Favorable Lease Acquired and Lease Right of Use Asset In February 2016, the Financial Accounting Standards Board ("FASB") issued Topic 842 - Leases The new standard requires a lessor to classify leases as sales-type, finance, or operating. A lease is treated as sales-type if it transfers all of the risks and rewards, as well as control of the underlying asset, to the lessee. If risks and rewards are conveyed without the transfer of control, the lease is treated as a finance lease. If the lessor does not convey risks and rewards or control, an operating lease results. As a result of application of the practical expedients, the Company was not required to alter the classification or carrying value of its leased or finance lease assets. In connection with the Company’s acquisition of JHC, as discussed in Note 10, the Company recognized that the lease of its office facilities had rents that were substantially below the market for such office space. Consequently, the Company recorded $925,000 as the value of below-market rents at the October 1, 2018 date of the JHC acquisition, and amortized such amount on a level basis over the remaining term of the office lease, including two one-year bargain renewal options. The Company recorded $61,700 of amortization in 2018. Lessee reporting was changed by the new standard, requiring that the balance sheet reflect a liability for most operating lease obligations as well as a “right of use” asset. As such, in January 2019, the Company was required to record a lease obligation of approximately $610,000 in connection with the lease of its headquarters office, and to increase the capitalized leasehold interest / right of use asset by $610,000, as discussed in Note 8. There was no effect on retained earnings recorded as a result of adoption of the standard. The Company elected the lessee practical expedient to combine the lease and non-lease components. (h) Aircraft Capitalization and Depreciation The Company’s interests in aircraft and aircraft engines are recorded at cost, which includes acquisition costs. Since inception, the Company has typically purchased only used aircraft and aircraft engines. It is the Company’s policy to hold aircraft for approximately twelve years unless market conditions dictate otherwise. Therefore, depreciation of aircraft is initially computed using the straight-line method over the anticipated holding period to an estimated residual value based on appraisal. For an aircraft engine held for lease as a spare, the Company estimates the length of time that it will hold the aircraft engine based upon estimated usage, repair costs and other factors, and depreciates it to the appraised residual value over such period using the straight-line method. The Company periodically reviews plans for lease or sale of its aircraft and aircraft engines and changes, as appropriate, the remaining expected holding period for such assets. Estimated residual values are reviewed and adjusted periodically, based upon updated estimates obtained from an independent appraiser. Decreases in the fair value of aircraft could affect not only the current value, discussed below, but also the estimated residual value. Assets that are held for sale are not subject to depreciation and are separately classified on the balance sheet. Such assets are carried at the lower of their carrying value or estimated fair values, less costs to sell. (i) Property, Equipment and Furnishings The Company’s interests in equipment are recorded at cost and depreciated using the straight-line method over five years. The Company’s leasehold improvements are recorded at cost and amortized using the straight-line method over the shorter of the lease term or the estimated useful lives of the respective assets. (j) Impairment of Long-lived Assets The Company reviews assets for impairment when there has been an event or a change in circumstances indicating that the carrying amount of a long-lived asset may not be recoverable. In addition, the Company routinely reviews all long-lived assets for impairment semi-annually. Recoverability of an asset is measured by comparison of its carrying amount to the future estimated undiscounted cash flows (without interest charges) that the asset is expected to generate. Estimates are based on currently available market data and independent appraisals and are subject to fluctuation from time to time. If these estimated future cash flows are less than the carrying value of an asset at the time of evaluation, any impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. Fair value is determined by reference to independent appraisals and other factors considered relevant by management. Significant management judgment is required in the forecasting of future operating results that are used in the preparation of estimated future undiscounted cash flows and, if different conditions prevail in the future, material write-downs may occur. As discussed in Note 9, the Company recorded impairment losses totaling $31.0 million and $3.0 million in 2019 and 2018, respectively, as a result of the Company’s determination that the carrying values for certain aircraft were not recoverable. The 2019 impairment losses consisted of (i) $24.0 million resulting from appraised values for four aircraft that are held for sale, assuming sale in a reasonably short time (“Orderly Liquidation Value”) and (ii) $7.0 million resulting from estimated or actual sales proceeds for five assets held for sale, three of which were sold during 2019. The 2018 impairment losses consisted of (i) $2.7 million resulting from Orderly Liquidation Values for four aircraft held for sale and (ii) $0.3 million resulting from writing a fifth aircraft down to its appraised value. (k) Deferred Financing Costs and Commitment Fees Costs incurred in connection with debt financing are deferred and amortized over the term of the debt using the effective interest method or, in certain instances where the differences are not material, using the straight-line method. Costs incurred in connection with the MUFG Credit Facility are deferred and amortized using the straight-line method. Commitment fees for unused funds are expensed as incurred. (l) Security Deposits The Company’s leases are typically structured so that if any event of default occurs under a lease, the Company may apply all or a portion of the lessee’s security deposit to cure such default. If such application of the security deposit is made, the lessee typically is required to replenish and maintain the full amount of the deposit during the remaining lease term. All of the security deposits received by the Company are refundable to the lessee at the end of the lease upon satisfaction of all lease terms. (m) Taxes As part of the process of preparing the Company’s consolidated financial statements, management estimates income taxes in each of the jurisdictions in which the Company operates. This process involves estimating the Company’s current tax exposure under the most recent tax laws and assessing temporary differences resulting from differing treatment of items for tax and GAAP purposes. These differences result in deferred tax assets and liabilities, which are included in the balance sheet. Management also assesses the likelihood that the Company’s deferred tax assets will be recovered from future taxable income, and, to the extent management believes it is more likely than not that some portion or all of the deferred tax assets will not be realized, the Company establishes a valuation allowance. To the extent the Company establishes a valuation allowance or changes the allowance in a period, the Company reflects the corresponding increase or decrease within the tax provision in the statement of operations. Significant management judgment is required in determining the Company’s future taxable income for purposes of assessing the Company’s ability to realize any benefit from its deferred taxes. After considering the Company’s significant amounts of net deferred tax liabilities which are future reversing taxable temporary differences, the Company has determined that no valuation allowance is required for its deferred tax assets. The Company accrues non-income based sales, use, value added and franchise taxes as other tax expense in the statement of operations. (n) Revenue Recognition, Accounts Receivable and Allowance for Doubtful Accounts Revenue from leasing of aircraft assets pursuant to operating leases is recognized on a straight-line basis over the terms of the applicable lease agreements. Deferred payments are recorded as accrued rent when the cash rent received is lower than the straight-line revenue recognized. Such receivables decrease over the term of the applicable leases. Interest income is recognized on finance leases based on the interest rate implicit in the lease and the outstanding balance of the lease receivable. Maintenance reserves retained by the Company at lease-end are recognized as maintenance reserves revenue. In instances where collectability is not reasonably assured, the Company recognizes revenue as cash payments are received. The Company estimates and charges to income a provision for bad debts based on its experience with each specific customer, the amount and length of payment arrearages, and its analysis of the lessee’s overall financial condition. If the financial condition of any of the Company’s customers deteriorates, it could result in actual losses exceeding any estimated allowances. The Company had an allowance for doubtful accounts of $2,908,600 and $0 at December 31, 2019 and 2018, respectively. (o) Comprehensive Income The Company reflects changes in the fair value of its interest rate swap derivatives that are designated as hedges in other comprehensive income/(loss). Such amounts are reclassified into earnings in the periods in which the hedged transaction occurs, and are included in interest expense. (p) Finance Leases As of December 31, 2019, the Company had three aircraft subject to sales-type finance leases and three aircraft subject to direct financing leases. All six leases contain lessee bargain purchase options at prices substantially below the subject asset’s estimated residual value at the exercise date for the option. Consequently, the Company has classified each of these six leases as finance leases for financial accounting purposes. For such finance leases, the Company reports the discounted present value of (i) future minimum lease payments (including the bargain purchase option) and (ii) any residual value not subject to a bargain purchase option, as a finance lease receivable on its balance sheet, and accrues interest on the balance of the finance lease receivable based on the interest rate inherent in the applicable lease over the term of the lease. For each of the three sales-type finance leases, the Company recognized as a gain or loss the amount equal to (i) the net investment in the sales-type finance lease plus any initial direct costs and lease incentives less (ii) the net book value of the subject aircraft at inception of the applicable lease. The Company recognized interest earned on finance leases in the amount of $852,600 and $1,251,000 in 2019 and 2018, respectively. As a result of payment delinquencies by two customers that lease three of the Company’s aircraft subject to finance leases, the Company recorded a bad debt allowance of $2,957,800 during 2019. (q) Maintenance Reserves and Accrued Maintenance Costs Maintenance costs under the Company’s triple net leases are generally the responsibility of the lessees. Some of the Company’s leases require payment of maintenance reserves, which are based upon lessee-reported usage and billed monthly, and are intended to accumulate and be applied by the Company toward reimbursement of most or all of the cost of the lessees’ performance of certain maintenance obligations under the leases. Such reimbursements reduce the associated maintenance reserve liability. Maintenance reserves are characterized as either refundable or non-refundable depending on their disposition at lease-end. The Company retains non-refundable maintenance reserves at lease-end, even if the lessee has met all of its obligations under the lease, including any return conditions applicable to the leased asset, while refundable reserves are returned to the lessee under such circumstances. Any reserves retained by the Company at lease-end are recorded as revenue at that time. Accrued maintenance costs include (i) maintenance for work performed for off-lease aircraft, which is not related to the release of maintenance reserves received from lessees and which is expensed as incurred, and (ii) lessor maintenance obligations assumed and recognized as a liability upon acquisition of aircraft subject to a lease with such provisions. (r) Interest Rate Hedging During the first quarter of 2019, the Company entered into certain derivative instruments to mitigate its exposure to variable interest rates under the Term Loans debt and a portion of the MUFG Credit Facility debt. Hedge accounting is applied to such a transaction only if specific criteria have been met, the transaction is deemed to be “highly effective” and the transaction has been designated as a hedge at its inception. Under hedge accounting treatment, generally, the effects of derivative transactions are recorded in earnings for the period in which the hedge transaction affects earnings. A change in value of a hedging instrument is reported as a component of other comprehensive income/(loss) and is reclassified into earnings in the period in which the transaction being hedged affects earnings. If at any time after designation of a cash flow hedge, such as those entered into by the Company, it is no longer probable that the forecasted cash flows will occur, hedge accounting is no longer permitted and a hedge is “dedesignated.” After dedesignation, if it is still considered reasonably possible that the forecasted cash flows will occur, the amount previously recognized in other comprehensive income/(loss) will continue to be reversed as the forecasted transactions affect earnings. However, if after dedesignation it is probable that the forecasted transactions will not occur, amounts deferred in accumulated other comprehensive income/(loss) will be recognized in earnings immediately. As noted in Note 7, in October 2019 the Company became aware that, as a result of certain defaults under its MUFG Credit Facility, certain of the forecasted transactions related to its MUFG Credit Facility interest rate swaps are no longer probable of occurring and, hence, those swaps were dedesignated from hedge accounting at that time. As discussed in Note 15, the two swaps related to the MUFG Credit Facility were terminated in March 2020 and the Company incurred a $3.1 million obligation in connection with such termination. (s) Recent Accounting Pronouncements ASU 2016-13 The FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326) . ASU 2019-12 In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740), |
Aircraft Lease Assets
Aircraft Lease Assets | 12 Months Ended |
Dec. 31, 2019 | |
Aircraft Lease Assets [Abstract] | |
Aircraft Lease Assets | As discussed in Note 1, the Company adopted Topic 842 on January 1, 2019, and elected to use certain practical expedients that resulted in continuing the classification of capitalized indirect cost associated with its operating and finance leases. As such, there was no adjustment to its accounts related to the carrying value of its sales-type and finance leases, assets held for lease or capitalized initial direct costs, and its leases continue to be accounted for in the same manner as they had been before adoption of the new accounting standard. The Company’s leases are normally “triple net leases” under which the lessee is obligated to bear all costs, including tax, maintenance and insurance, on the leased assets during the term of the lease. In most cases, the lessee is obligated to provide a security deposit or letter of credit to secure its performance obligations under the lease, and in some cases, is required to pay maintenance reserves based on utilization of the aircraft, which reserves are available for qualified maintenance costs during the lease term and may or may not be refundable at the end of the lease. Typically, the leases also contain minimum return conditions, as well as an economic adjustment payable by the lessee (and in some instances by the lessor) for amounts by which the various aircraft or engine components are worse or better than a targeted condition set forth in the lease. Some leases contain renewal or purchase options, although the Company’s sales-type and finance leases all contain a bargain purchase option at lease end which the Company expects the lessees to exercise or require that the lessee purchase the aircraft at lease-end for a specified price. Because all of the Company’s leases transfer use and possession of the asset to the lessee and contain no other substantial undertakings by the Company, the Company has concluded that all of its lease contracts qualify for lease accounting under Topic 842. Certain lessee payments of what would otherwise be lessor costs (such as insurance and property taxes) are excluded from both revenue and expense. The Company evaluates the expected return on its leased assets by considering both the rents receivable over the lease term, any expected additional consideration at lease end, and the residual value of the asset at the end of the lease. In some cases, the Company depreciates the asset to the expected residual value because it expects to sell the asset at lease end; in other cases, it may expect to re-lease the asset to the same or another lessee and the depreciation term and related residual value will differ from the initial lease term and initial residual value. Residual value is estimated by considering future estimates provided by independent appraisers, although it may be adjusted by the Company based on expected return conditions or location, specific lessee considerations, or other market information. Two of the Company’s operating lease assets are subject to manufacturer residual value guarantees at the end of their lease terms in the fourth quarter of 2020 and totaling approximately $20 million. Three additional aircraft are subject to residual value guarantees, but the Company expects to retain the aircraft after the date of such guarantees and re-lease them to the current or other lessees. The Company considers the best market for managing and/or selling its assets at the end of its leases, although it does not expect to retain ownership of the assets under finance leases given the lessees’ bargain purchase options or required purchase. (a) Assets Held for Lease At December 31, 2019 and December 31, 2018, the Company’s aircraft and aircraft engines held for lease consisted of the following: December 31, 2019 December 31, 2018 Type Number Owned % of net book value Number owned % of net book value Regional jet aircraft 9 80 % 13 81 % Turboprop aircraft 2 20 % 4 18 % Engines - - % 1 1 % The Company did not purchase any aircraft held for lease during 2019. During the third quarter, the Company terminated the leases for four of its aircraft held for lease as a result of significant past due payments from the customer and repossessed the aircraft. The customer subsequently ceased operations and declared bankruptcy. The Company applied the security deposits and a portion of collected maintenance reserves it held to the past due rent due from the customer and recorded $16,968,400 of maintenance reserves revenue for the balance of the collected maintenance reserves. The Company also recorded impairment losses totaling $28,424,000 for the four aircraft based on appraised values for three of the aircraft and expected sales proceeds for the fourth aircraft, and reclassified the four aircraft to held for sale. As a result of the lease terminations, the appraised values were based on the maintenance-adjusted condition of the aircraft, rather than the previous basis, which reflected future cash flows under the leases. One of the aircraft was sold during the fourth quarter of 2019. None of the Company’s aircraft held for lease were off lease at December 31, 2019. As discussed below, the Company has seven off-lease aircraft that are held for sale: (i) two turboprop aircraft that were reclassified to held for sale in the third quarter of 2018, one of which is subject to a short-term lease, (ii) three regional jet aircraft that were reclassified to held for sale during 2019 and (iii) two turboprop aircraft that are being sold in parts. As of December 31, 2019, minimum future lease revenue payments receivable under non-cancelable operating leases were as follows: Years ending December 31 2020 $ 17,650,900 2021 10,392,000 2022 8,639,600 2023 8,639,600 2024 6,826,100 Thereafter 1,683,300 $ 53,831,500 The remaining weighted average lease term of the Company’s assets under operating leases was 41 months and 58 months at December 31, 2019 and December 31, 2018, respectively. (b) Sales-Type and Finance Leases As a result of a lease amendment containing a purchase option for an older aircraft at lease end during the second quarter of 2019, the Company reclassified an asset that was previously held for lease to a sales-type finance lease receivable and recorded a loss of $170,600. The aircraft was sold to the lessee at lease expiration during the fourth quarter. During 2019, the Company also amended the sales-type leases for two aircraft to accommodate the lessee’s request to transfer a portion of future lease payment obligations from one of the leases to the other, as well as to assign one of the leases and related aircraft to a different lessee. Payments for both leases were also amended to reflect a higher implicit interest rate, such that the fair value of the leases after amendment equaled the carrying value of the leases before the amendment. No gain or loss was recognized as a result of these lease modifications. As a result of payment delinquencies by these two customers, the Company recorded a bad debt allowance of $2,907,800. As discussed in Note 15, the leases for these two aircraft were further amended in January 2020 and a third aircraft leased to one of the lessees was sold to the lessee. At December 31, 2019 and December 31, 2018, the net investment included in sales-type finance leases and direct financing leases receivable were as follows: December 31, 2019 December 31, 2018 Gross minimum lease payments receivable $ 9,096,400 $ 17,107,100 Less unearned interest (286,600 ) (1,856,200 ) Difference between minimum lease payments receivable and collateral value of leases (7,700 ) - Finance leases receivable $ 8,802,100 $ 15,250,900 As of December 31, 2019, minimum future payments receivable under finance leases were as follows: Years ending December 31 2020 $ 3,817,200 2021 2,608,200 2022 2,114,000 2023 557,000 $ 9,096,400 The remaining weighted average lease term of the Company’s assets under sales-type and finance leases was 20 months and 32 months at December 31, 2019 and December 31, 2018, respectively. As discussed in Note 15, the customer for three of the Company’s aircraft that are subject to direct financing leases purchased the aircraft in March 2020. The following is a roll forward of the Company’s allowance for doubtful accounts from December 31, 2018 to December 31, 2019: Balance, December 31, 2018 $ - Additions charged to expense 2,908,600 Balance, December 31, 2019 $ 2,908,600 |
Assets Held for Sale
Assets Held for Sale | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment Assets Held-for-sale Disclosure [Abstract] | |
Assets Held for Sale | As discussed in Note 2(a), during 2019, the Company reclassified four regional jet aircraft that had been held for lease to held for sale after repossession from a customer. One of the aircraft was sold during 2019. Assets held for sale at December 31, 2019 included three of the regional jet aircraft that were repossessed and two turboprop aircraft, one of which is subject to a short-term operating lease, and airframe parts from two turboprop aircraft. During 2019, the Company recorded an impairment loss of $1,000,000 related to the airframe parts from one of the aircraft, based on estimated sales proceeds. During 2019, the Company received $820,800 in cash and accrued $117,400 in receivables for parts sales. These amounts were accounted for as follows: $133,100 reduced accounts receivable for parts sales accrued in the fourth quarter of 2018; $731,700 reduced the carrying value of the parts; and $73,400 was recorded as gains in excess of the carrying value of the parts. During 2018, the Company received $1,280,100 in cash and accrued $133,100 in receivables for parts sales. These amounts were accounted for as follows: $779,700 reduced accounts receivable for parts sales accrued in 2017, $543,200 reduced the carrying value of the parts, and $90,300 was recorded as gains in excess of the carrying value of the parts. |
Operating Segments
Operating Segments | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Operating Segments | The Company operates in one business segment, the leasing of regional aircraft to foreign and domestic regional airlines, and therefore does not present separate segment information for lines of business. Approximately 30% and 28% of the Company’s operating lease revenue was derived from lessees domiciled in the United States during 2019 and 2018, respectively. All revenues relating to aircraft leased and operated internationally, with the exception of rent payable in Euros for two of the Company’s aircraft, are denominated and payable in U.S. dollars. The tables below set forth geographic information about the Company’s operating lease revenue and net book value for leased aircraft and aircraft equipment, grouped by domicile of the lessee: For the Years Ended December 31, Operating Lease Revenue 2019 2018 Europe and United Kingdom $ 15,174,900 $ 16,258,800 North America 10,119,100 10,119,100 Asia 315,000 1,259,600 $ 25,609,000 $ 27,637,500 December 31, Net Book Value of Aircraft and Aircraft Engines Held for Lease 2019 2018 Europe and United Kingdom $ 44,569,000 $ 110,069,000 North America 63,799,600 68,485,400 Asia - 5,465,500 $ 108,368,600 $ 184,019,900 The table below sets forth geographic information about the Company’s finance lease revenue, grouped by domicile of the lessee: For the Years Ended December 31, Finance Lease Revenue 2019 2018 Africa $ 487,000 $ 832,800 Europe and United Kingdom 365,600 418,200 $ 852,600 $ 1,251,000 |
Concentration of Credit Risk
Concentration of Credit Risk | 12 Months Ended |
Dec. 31, 2019 | |
Risks and Uncertainties [Abstract] | |
Concentration of Credit Risk | Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash deposits and receivables. The Company places its deposits with financial institutions and other creditworthy issuers and limits the amount of credit exposure to any one party. For the year ended December 31, 2019, the Company had seven significant customers, five of which individually accounted for 23%, 23%, 16%, 14% and 10%, respectively, of operating lease revenue and two of which accounted for 57% and 38%, respectively, of finance lease revenue. For the year ended December 31, 2018, the Company had five significant customers, four of which individually accounted for 30%, 21%, 15% and 13%, respectively, of operating lease revenue and one of which accounted for 67% of finance lease revenue. At December 31, 2019, the Company had receivables from one customer totaling $828,000 related to rents for 2019, representing 74% of the Company’s total accounts receivable, all of which was for accrued rent that is due in March 2020. At December 31, 2018, the Company had receivables from three customers totaling $3,413,500, representing 87% of the Company’s total accounts receivable. |
Notes Payable and Accrued Inter
Notes Payable and Accrued Interest | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Notes Payable and Accrued Interest | At December 31, 2019 and December 31, 2018, the Company’s notes payable and accrued interest consisted of the following: December 31, 2019 December 31, 2018 MUFG Credit Facility: Principal $ 84,084,100 $ 122,400,000 Unamortized debt issuance costs (3,084,200 ) (674,300 ) Accrued interest 376,200 139,300 Special-purpose financing: Principal: UK SPE Financing - 9,211,200 Nord Term Loans 30,914,500 - Unamortized debt issuance costs (741,500 ) - Accrued interest 89,300 16,000 $ 111,638,400 $ 131,092,200 (a) MUFG Credit Facility The unused amount of the MUFG Credit Facility was $915,900 and $47,600,000 as of December 31, 2019 and December 31, 2018, respectively. The weighted average interest rate on the MUFG Credit Facility was 10.23% and 5.92% at December 31, 2019 and December 31, 2018 respectively. In addition to payment obligations (including principal and interest payments on outstanding borrowings and commitment fees based on the amount of any unused portion of the MUFG Credit Facility), the MUFG Credit Facility agreement contains financial covenants with which the Company must comply, including, but not limited to, positive earnings requirements, minimum net worth standards and certain ratios, such as debt to equity ratios. As of December 31, 2018, the Company was not in compliance with the interest coverage, debt service coverage, no-net-loss and revenue concentration covenants under the MUFG Credit Facility agreement. The noncompliance resulted primarily from the Company recording aircraft impairment charges and losses on sales of aircraft totaling $3.4 million during 2018. The amendments included in the MUFG Credit Facility agreement in February 2019 discussed below cured the December 31, 2018 noncompliance and revised the compliance requirements through the extended maturity date of the MUFG Credit Facility. In February 2019, the MUFG Credit Facility, which was to expire on May 31, 2019, was extended to February 19, 2023, and was amended in certain other respects. Also, four aircraft that previously served as collateral under the MUFG Credit Facility and two aircraft that previously served as collateral under special-purpose subsidiary financings were refinanced in February 2019 using non-recourse term loans (the Nord Term Loans) with an aggregate principal of $44.3 million. During the third quarter of 2019 as a result of significant past due payments from the customer, the Company terminated the leases for, and repossessed, four of its aircraft held for lease The customer, a European regional airline and one of the Company’s largest customers based on operating lease revenue, subsequently ceased operations and declared bankruptcy. The Company applied the security deposits and a portion of collected maintenance reserves it held against past due rent due from the customer. The remaining balance of collected maintenance reserves equal to $17.0 million was recognized as maintenance reserves revenue. The Company also recorded impairment losses totaling $22.3 million for the four aircraft, one of which was sold during the fourth quarter, based on appraised values for three of the aircraft and expected sales proceeds for the fourth. As a result of the lease terminations, the three aircraft were newly appraised based on the maintenance-adjusted condition of the aircraft, rather than the basis previously used for their appraisal, which considered future cash flows under the leases. During the third quarter of 2019, the Company also recorded impairment losses of $15,000 on another of its aircraft held for sale and $1.0 million related to airframe parts that are held for sale, both of which were based on estimated sales proceeds. As a result of payment delinquencies by two other customers that lease three of the Company’s aircraft subject to finance leases, the Company also recorded a bad debt allowance of $2.9 million during 2019. As a result of the aforementioned impairment losses and bad debt allowance, as of September 30, 2019, the Company was in default of its borrowing base covenant under the MUFG Credit Facility (the “Borrowing Base Default”), due to the outstanding balance under the MUFG Credit Facility exceeding the required minimum collateral value coverage set forth in the MUFG Credit Facility (a “Borrowing Base Deficit”) by approximately $9.4 million. Subsequent updated appraisal values for assets included in the borrowing base of the MUFG Credit Facility resulted in an increase in the Borrowing Base Deficit to $29.8 million at December 31, 2019. At that time, the Company reclassified two aircraft that were repossessed during the third quarter from held for lease to held for sale. The Company also reduced its bad debt allowance during the fourth quarter based on payments received in January. The Company was not in compliance with various covenants contained in the MUFG Credit Facility agreement, including those related to interest coverage and debt service coverage ratios and a no-net-loss requirement under the MUFG Credit Facility, at September 30, 2019 and at December 31, 2019. On October 15, 2019, the agent bank for the Credit Facility Lenders delivered a Reservation of Rights Letter to the Company which contained notice of the Borrowing Base Default and a demand for repayment of the amount of the Borrowing Base Deficit by January 13, 2020, and also contained formal notices of default under the MUFG Credit Facility relating to the alleged material adverse effects on the Company’s business as a result of the early termination of leases for three aircraft and potential financial covenant noncompliance based on the Company’s financial projections provided to the Credit Facility Lenders (the Borrowing Base Default and such other defaults referred to as the “Specified Defaults”). The Reservation of Rights Letter also informed the Company that further advances under the MUFG Credit Facility agreement would no longer be permitted due to the existence of such defaults. In October, November and December 2019, the Company, agent bank and the Credit Facility Lenders entered into a Forbearance Agreement and amendments extending the Forbearance Agreement with respect to the Specified Defaults under the MUFG Credit Facility. The Forbearance Agreement (i) provided that the Credit Facility Lenders temporarily forbear from exercising default remedies under the MUFG Credit Facility agreement for the Specified Defaults, (ii) reduced the maximum availability under the MUFG Credit Facility to $85 million and (iii) extended the cure period for the Borrowing Base Deficit from January 13, 2020 to February 12, 2020. The Forbearance Agreement also allowed the Company to continue to use LIBOR as its benchmark interest rate, but increased the margin on the Company’s LIBOR-based loans under the MUFG Credit Facility from a maximum of 3.75% to 6.00% and set the margin on the Company’s prime rate-based loans at 2.75%, as well as added a provision for paid-in-kind interest (“PIK Interest) of 2.5% to be added to the outstanding balance of the MUFG Credit Facility debt in lieu of a cash payment. The Company paid cash fees of $406,250 in connection with the Forbearance Agreement and amendments, as well as a fee of $832,100, which was added to the outstanding balance of the MUFG Credit Facility debt in lieu of a cash payment. The Forbearance Agreement was in effect until December 30, 2019, after which the Company and the Credit Facility Lenders agreed not to further amend the Forbearance Agreement. On February 12, 2020, the agent bank for the Credit Facility Lenders delivered a Reservation of Rights Letter to the Company which contained notice of the failure to cure the Borrowing Base Default by February 12, 2020. The Company is currently in negotiations with the Credit Facility Lenders to convert the MUFG Credit Facility into the MUFG Term Loan. Therefore, the MUFG Credit Facility is expected to no longer be a source of acquisition financing. The Company has engaged an investment banking advisor to help (i) formulate a Recapitalization Plan and analyze various strategic financial alternatives to address the Company’s capital structure, strategic and financing needs, as well as corporate level transactions aimed at achieving maximum value for the Company’s stockholders; and (ii) locate and negotiate with potential lenders, investors or transaction partners who would play a role in the Company’s Recapitalization Plan. The Company’s ability to develop, obtain approval for and achieve its Recapitalization Plan is subject to a variety of factors. If the Company is not able to satisfy the requirements under the Recapitalization Plan, maintain compliance with its MUFG Indebtedness or raise sufficient capital to repay all amounts owed under the MUFG Indebtedness, the Company’s financial condition and liquidity would be materially adversely affected and its ability to continue operations could be materially jeopardized. (b) Nord Term Loans On February 8, 2019, the Company, through four wholly-owned subsidiary limited liability companies (“LLC Borrowers”), entered into a term loan agreement with the U.S. branch of a German bank (“Term Loan Lender”) that provides for six separate term loans with an aggregate principal amount of $44.3 million. Each of the Nord Term Loans is secured by a first priority security interest in a specific aircraft (“Term Loan Collateral Aircraft”) owned by an LLC Borrower, the lease for such aircraft, and a pledge by the Company of its membership interest in each of the LLC Borrowers, pursuant to a Security Agreement (the “Security Agreement”) among the LLC Borrowers and a security trustee, and certain pledge agreements. Two of the Term Loan Collateral Aircraft that are owned by the Company’s two UK special-purpose entities were previously financed using special-purpose financing. The interest rates payable under the Nord Term Loans vary by aircraft, and are based on a fixed margin above either 30-day or 3-month LIBOR. The proceeds of the Nord Term Loans were used to pay down the MUFG Credit Facility and pay off the UK LLC SPE Financing. The maturity of each Nord Term Loan varies by aircraft, with the first Nord Term Loan maturing in October 2020 and the last Nord Term Loan maturing in May 2025. The debt under the Term Loans is expected to be fully amortized by rental payments received by the LLC Borrowers from the lessees of the Term Loan Collateral Aircraft during the terms of their respective leases and remarketing proceeds. The Nord Term Loans include covenants that impose various restrictions and obligations on the LLC Borrowers, including covenants that require the LLC Borrowers to obtain the Term Loan Lender’s consent before they can take certain specified actions, and certain events of default. If an event of default occurs, subject to certain cure periods for certain events of default, the Term Loan Lender would have the right to terminate its obligations under the Term Loans, declare all or any portion of the amounts then outstanding under the Term Loans to be accelerated and due and payable, and/or exercise any other rights or remedies it may have under applicable law, including foreclosing on the assets that serve as security for the Nord Term Loans. The Company was in compliance with all covenants under the Nord Term Loans at December 31, 2019. One of the aircraft that was subject to Nord Term Loan financing was sold during the fourth quarter of 2019 and the related interest rate swap was terminated. As discussed in Note 15, in March 2020, one of the Company’s customers, which leases two regional jet aircraft subject to Nord Term Loan financing, did not make its quarterly rent payment which, in turn, resulted in a loan payment default by the Company’s special-purpose subsidiary that owns the aircraft. The Company is currently discussing remedies with both the customer and Nord. |
Derivative Instruments
Derivative Instruments | 12 Months Ended |
Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | The Company was not party to any derivative instruments in 2018. In the first quarter of 2019, the Company entered into eight fixed pay/receive variable interest rate swaps. Six of the interest rate swaps were entered into by the LLC Borrowers, one of which terminated in the fourth quarter of 2019 in connection with the sale of the related aircraft, and provided for reduced notional amounts that mirror the amortization under the Nord Term Loans entered into by the LLC Borrowers, effectively converting each of the six Nord Term Loans from a variable to a fixed interest rate, ranging from 5.38% to 6.30%. Each of these six interest rate swaps extended for the duration of the corresponding Term Loan, with maturities from 2020 through 2025. The other two interest rate swaps, the MUFG Swaps related to the Company’s MUFG Credit Facility, were entered into by AeroCentury and had notional amounts totaling $50 million and were to extend through the maturity of the MUFG Credit Facility in February 2023. Under the ISDA agreement for these interest rate swaps, defaults under the MUFG Credit Facility give the swap counterparty the right to terminate the interest rate swaps with any breakage costs being the liability of the Company. The counterparty agreed under the Forbearance Agreement and subsequent amendments to refrain from exercising any termination or other remedies as a result of the Company’s defaults under the MUFG Credit Facility during the forbearance period under the Forbearance Agreement. In March 2020, the Company was notified that the counterparties had terminated the MUFG Swaps. The Company entered into the interest rate swaps in order to reduce its exposure to the risk of increased interest rates. With respect to the six interest rate swaps entered into by the LLC Borrowers, the swaps were deemed necessary so that the anticipated cash flows of such entities, which arise entirely from the lease rents for the aircraft owned by such entities, would be sufficient to make the required Term Loan principal and interest payments, thereby preventing default so long as the lessees met their lease rent payment obligations. The two interest rate swaps entered into by AeroCentury were intended to protect against the exposure to interest rate increases on $50 million of the Company’s MUFG Credit Facility debt. The Company estimates the fair value of derivative instruments using a discounted cash flow technique and uses creditworthiness inputs that corroborate observable market data evaluating the Company’s and counterparties’ risk of non-performance. Valuation of the derivative instruments requires certain assumptions for underlying variables and the use of different assumptions would result in a different valuation. Management believes it has applied assumptions consistently during the period. The Company designated seven of its interest rate swaps as cash flow hedges. Changes in the fair value of the hedged swaps are included in other comprehensive income/(loss), which amounts are reclassified into earnings in the period in which the transaction being hedged affects earnings (i.e., with future settlements of the interest rate swaps). One of the interest rate swaps was not eligible under its terms for hedge treatment and was terminated in 2019 when the associated asset was sold and the related debt was paid off. Changes in fair value of non-hedge derivatives are reflected in earnings in the periods in which they occur. In October 2019, the Company determined that it was no longer probable that forecasted cash flows for its two interest rate swaps with a nominal value of $50 million would occur as scheduled as a result of the Company’s defaults under the MUFG Credit Facility. Therefore, those swaps were no longer subject to hedge accounting and changes in fair market value thereafter were recognized in earnings as they occurred. As discussed in Note 15, the MUFG Swaps were terminated in the first quarter of 2020 and the amount of accumulated other comprehensive income/(loss) related to such cash flows will be recognized as an expense at such time in the first quarter of 2020. The Company has reflected the following amounts in its net loss: For the Years Ended December 31, 2019 2018 Change in value of interest rate swaps $ 255,200 $ - Other items 147,400 - Included in interest expense $ 402,600 $ - The following amount was included in other comprehensive income/(loss), before tax Unrealized loss on derivative instruments $ (1,932,100 ) $ - Other items 186,400 - Change in value of hedged interest rate swaps $ (1,745,700 ) $ - Before the termination of the MUFG Swaps discussed in Note 15, approximately $575,000 of the current balance of accumulated other comprehensive income/(loss) was expected to be reclassified in the next twelve months, although certain additional amounts may be recognized in the event the Company determines that some of the forecasted cash flows that are intended to be hedged under the interest rate swaps related to its MUFG Credit Facility are probable of not occurring. At December 31, 2019, the fair value of the Company’s interest rate swaps was as follows: Designated interest rate hedges fair value $ (570,900 ) Other interest rate swaps (1,253,600 ) Total derivative (liability) $ (1,824,500 ) The Company evaluates the creditworthiness of the counterparties under its hedging agreements. The swap counterparties for the Company’s interest rate swaps are large financial institutions in the United States that possess an investment grade credit rating. Based on this rating, the Company believes that the counterparties are creditworthy and that their continuing performance under the hedging agreements is probable. |
Lease Right of Use Asset and Li
Lease Right of Use Asset and Liability | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Lease Right of Use Asset and Liability | The Company is a lessee under a lease of the office space it occupies in Burlingame, California, which expires in June of 2020, but also provides for two, successive one-year lease extension options for amounts that are substantially below the market rent for the property. The lease provides for monthly rental payments according to a fixed schedule of increasing rent payments. As a result of the below-market extension options, the Company determined that it was reasonably certain that it would extend the lease and has, therefore, included such extended term in its calculation of the right of use asset (“ROU Asset”) and lease liability recognized in connection with the lease. In addition to a fixed monthly payment schedule, the office lease also includes an obligation for the Company to make future variable payments for certain common areas and building operating and lessor costs, which have been and will be recognized as expense in the periods in which they are incurred. As a direct pass-through of applicable expense, such costs have not been allocated as a component of the lease. The ROU Asset includes the amortized value of both the amount of liability recognized at January 1, 2019 upon adoption of Topic 842 and the amount attributable to the below market lease component recognized upon acquisition of JHC on October 1, 2018. The lease liability associated with the office lease was calculated by discounting the fixed, minimum lease payments over the remaining lease term, including the below-market extension periods, at a discount rate of 7.25%, which represents the Company’s estimate of the incremental borrowing rate for a collateralized loan for the type of underlying asset that was the subject of the office lease at the time the lease liability was evaluated. The Company estimates that the maturities of operating lease base rent of its office space were as follows as of December 31, 2019: December 31, 2019 2020 $ 145,000 2021 147,200 2022 74,700 366,900 Discount (30,500 ) Lease liability at December 31, 2019 $ 336,400 At December 31, 2018, the Company estimated that the future minimum lease commitments for its office space, including both the base rent and operating expenses, and storage facility were as follows: December 31, 2018 2019 $ 193,500 2020 196,400 2021 199,300 2022 101,100 $ 690,300 During the year ended December 31, 2019, the Company recognized amortization, finance costs and other expense related to the office lease as follows: Fixed rental expense during the year $ 443,500 Variable lease expense 116,000 Total lease expense during the year $ 559,500 The Company expects that the variable lease expense will total approximately $7,500 per month through the end of the lease, including the two extension periods. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs, to the extent possible. The fair value hierarchy under GAAP is based on three levels of inputs. Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Assets and Liabilities Measured and Recorded at Fair Value on a Recurring Basis As of December 31, 2019, the Company measured the fair value of its interest rate swaps of $80,914,500 (notional amount) based on Level 2 inputs, due to the usage of inputs that can be corroborated by observable market data. The Company estimates the fair value of derivative instruments using a discounted cash flow technique and has used creditworthiness inputs that corroborate observable market data evaluating the Company’s and counterparties’ risk of non-performance. The interest rate swaps had a net fair value liability of $1,824,500 as of December 31, 2019. In the year ended December 31, 2019, $255,200 was realized through the income statement as an increase in interest expense. The following table shows, by level within the fair value hierarchy, the Company’s assets and liabilities at fair value on a recurring basis as of December 31, 2019 and December 31, 2018: December 31, 2019 December 31, 2018 Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Money market funds $ 400 $ 400 $ - $ - $ 656,400 $ 656,400 $ - $ - Derivatives (1,824,500 ) - (1,824,500 ) - - - - - Total $ (1,824,100 ) $ 400 $ (1,824,500 ) $ - $ 656,400 $ 656,400 $ - $ - There were no transfers between Level 1 and Level 2 during 2019 or 2018, and there were no transfers into or out of Level 3 during the same periods. Assets Measured and Recorded at Fair Value on a Nonrecurring Basis The Company determines fair value of long-lived assets held and used, such as aircraft and aircraft engines held for lease and these and other assets held for sale, by reference to independent appraisals, quoted market prices (e.g., offers to purchase) and other factors. These are considered Level 3 within the fair value hierarchy. An impairment charge is recorded when the Company believes that the carrying value of an asset will not be recovered through future net cash flows and that the asset’s carrying value exceeds its fair value. The Company recorded impairment charges totaling $31,007,400 (of which $5,351,300 was related to assets sold in 2019) on nine of its assets held for sale in 2019, which had an aggregate fair value of $25,880,700. The impairment charges were comprised of (i) $7,031,300 based on estimated sales amounts and (ii) $23,976,100 based on third-party appraisals. The Company recorded impairment charges totaling $2,673,300 on four of its aircraft held for sale in 2018, which had an aggregate fair value of $9,900,000. The Company also recorded an impairment charge of $298,200 on one of its aircraft held for lease in 2018. As discussed in Note 8, in December 2019, the Company adjusted its ROU Asset valuation and lease liability balance to reflect a reduction in lease space and rent effective January 1, 2020. The effects of the adjustment were reductions of $119,100 to the ROU asset and lease liability balance. The following table shows, by level within the fair value hierarchy, the Company’s assets at fair value on a nonrecurring basis as of December 31, 2019 and December 31, 2018: Assets Written Down to Fair Value Total Losses December 31, 2019 December 31, 2018 For the Years Ended December 31, Level Level Total 1 2 3 Total 1 2 3 2019 2018 Assets held for sale $ 25,880,700 $ - $ - $ 25,880,700 $ 5,800,000 $ - $ - $ 5,800,000 $ 25,656,100 $ 837,500 There were no transfers between Level 1 and Level 2 in 2019, and there were no transfers into or out of Level 3 during the same periods. Fair Value of Other Financial Instruments The Company’s financial instruments, other than cash and cash equivalents, consist principally of finance leases receivable, amounts borrowed under the MUFG Credit Facility, notes payable under special-purpose financing and its derivative instruments. The fair value of accounts receivable, accounts payable and the Company’s maintenance reserves and accrued maintenance costs approximates the carrying value of these financial instruments because of their short-term maturity. The fair value of finance lease receivables approximates the carrying value as discussed in Note 1( p) Borrowings under the Company’s MUFG Credit Facility bear floating rates of interest that reset periodically to a market benchmark rate plus a credit margin. The Company believes the effective interest rate under the MUFG Credit Facility approximates current market rates for such indebtedness at the dates of the consolidated balance sheets, and therefore that the outstanding principal and accrued interest of $84,460,300 and $122,539,300 at December 31, 2019 and December 31, 2018, respectively, approximate their fair values on such dates. The fair value of the Company’s outstanding balance of its MUFG Credit Facility is categorized as a Level 3 input under the GAAP fair value hierarchy. Before their repayment in February 2019 in connection with the Term Loans refinancing, the amounts payable under the UK LLC SPE Financing were payable through the fourth quarter of 2020 and bore a fixed rate of interest. As discussed above, during February 2019, the UK LLC SPE Financing and four assets that previously served as collateral under the MUFG Credit Facility were refinanced using the Term Loans. The Company believes the effective interest rate under the special-purpose financings approximates current market rates for such indebtedness at the dates of the consolidated balance sheets, and therefore that the outstanding principal and accrued interest of $31,003,800 and $9,227,200 approximate their fair values at December 31, 2019 and December 31, 2018, respectively. Such fair value is categorized as a Level 3 input under the GAAP fair value hierarchy. There were no transfers in or out of assets or liabilities measured at fair value under Level 3 during 2019 and 2018. |
Acquisition of Management Compa
Acquisition of Management Company | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Acquisition of Management Company | In October 2017, AeroCentury, JHC and certain other parties entered into the Merger Agreement for the acquisition of JHC by AeroCentury for consideration of approximately $2.9 million in cash and 129,217 shares of common stock of AeroCentury, as determined pursuant to the Merger Agreement. JHC is the sole shareholder of JMC, which is the manager of the Company’s assets as described in Note 14 below. The Merger was consummated on October 1, 2018. As a subsidiary of the Company, JHC’s results are included in the Company’s consolidated financial statements beginning on October 1, 2018. In April 2018, subsequent to the execution of the Merger Agreement for the acquisition of JHC, which was signed in October 2017, the Company, JHC and JMC entered into a waiver and reimbursement agreement (the “Waiver/Reimbursement Agreement”), pursuant to which JHC and JMC agreed to waive their right to receive management and acquisition fees (“Contract Fees”) otherwise owed by the Company to JMC pursuant to the Management Agreement for all periods after March 31, 2018 and until the consummation of the Merger, and in return, the Company agreed to reimburse JMC for expenses incurred in providing management services set forth under the Management Agreement. As a result of the Waiver/Reimbursement Agreement, the Company became responsible for all expenses incurred by JMC in managing the Company as of April 1, 2018, including employee salaries, office rent and all other general and administrative expenses. As a result of the Merger, the Company assumed all of JHC’s assets, comprised primarily of securities, prepaid expenses and an office lease, as well as liabilities of approximately $0.9 million. During the year ended December 31, 2018, the Company accrued $485,000 of expenses related to the Merger transaction. Such expenses are included in professional fees, general and administrative and other in the Company’s consolidated statements of operations. During the fourth quarter of 2018, the Company also recorded a settlement loss of $2,527,000 related to the Merger. The settlement loss amount was estimated using an income approach. The Company assessed the contractual terms and conditions of the previous management agreement between the company and JMC (the “Management Agreement”) as compared to current market conditions and the historical and expected financial performance of the Company and JMC. Based on the analysis performed, the Company determined that the contractual payment terms were above market rates. The present value of the expected differential between payments previously required by the Management Agreement and those that would be required if the contract reflected current market terms was calculated over the Management Agreement contractual term. As the management fee previously paid by the Company was deemed to be above market and the settlement of this pre-existing relationship resulted in a loss, the loss was recognized in the consolidated statement of operations at the acquisition date and reduced the estimated purchase consideration transferred. The Company did not recognize any goodwill on its acquisition of JHC because the only customer relationship JHC had was through its contract with the Company for management of the Company’s assets and the Company cannot recognize goodwill attributable to its relationship with itself. The following table shows the allocation of the purchase price paid by the Company for its acquisition of JHC, the assets and liabilities that were assumed as a result of the Merger and calculation of the settlement loss. Consideration paid in the merger: Cash consideration $ 2,915,000 ACY stock consideration 2,003,000 4,918,000 Fair value of assets acquired/(liabilities assumed): Cash 40,000 Securities 121,000 Accounts & note receivable 28,000 Prepaid expenses 157,000 Property, equipment and furnishings 79,000 Office leasehold 925,000 Accounts payable (85,000) Accrued vacation (93,000) Taxes payable (722,000) Deferred taxes (138,000) 312,000 Excess of consideration paid over net assets acquired 4,606,000 Waiver of JMC Margin payable (1,517,000) Settlement of payable to JMC (562,000) Settlement Loss on Management Agreement with JMC $ 2,527,000 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | In the ordinary course of the Company’s business, the Company may be subject to lawsuits, arbitrations and administrative proceedings from time to time. The Company believes that the outcome of any existing or known threatened proceedings, even if determined adversely, should not have a material adverse effect on the Company's business, financial condition, liquidity or results of operations. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | The items comprising the income tax provision are as follows: For the Years Ended December 31, 2019 2018 Current tax provision: Federal $ (34,100 ) $ - State 3,300 3,200 Foreign 418,300 414,000 Current tax provision 387,500 417,200 Deferred tax benefit: Federal (4,553,700 ) (1,270,400 ) State (78,800 ) (26,100 ) Foreign (262,800 ) (93,500 ) Deferred tax benefit (4,895,300 ) (1,390,000 ) Total income tax benefit $ (4,507,800 ) $ (972,800 ) Total income tax benefit differs from the amount that would be provided by applying the statutory federal income tax rate to pretax earnings as illustrated below: For the Years Ended December 31, 2019 2018 Income tax benefit at statutory federal income tax rate $ (4,444,900 ) $ (1,901,400 ) State tax benefit, net of federal benefit (75,900 ) (44,500 ) Non-deductible Merger expenses - 647,200 Non-deductible management and acquisition fees 7,600 325,900 Other non-deductible expenses 5,400 - Total income tax benefit $ (4,507,800 ) $ (972,800 ) Temporary differences and carry-forwards that give rise to a significant portion of deferred tax assets and liabilities as of December 31, 2019 and 2018 were as follows: December 31, 2019 2018 Deferred tax assets: Current and prior year tax losses $ 4,980,100 $ 4,065,100 Foreign tax credit 758,400 611,900 Deferred interest expense 269,800 81,800 Maintenance reserves 470,000 3,100,800 Deferred derivative losses 452,100 - Deferred maintenance, bad debt allowance and other 19,800 92,500 Alternative minimum tax credit 11,400 45,500 Deferred tax assets 6,961,600 7,997,600 Deferred tax liabilities: Accumulated depreciation on aircraft and aircraft engines (8,666,700 ) (14,773,800 ) Deferred income (175,600 ) (320,600 ) Leasehold interest (131,400 ) (185,400 ) Net deferred tax liabilities $ (2,012,100 ) $ (7,282,200 ) December 31, Reported as: 2019 2018 Deferred tax asset $ 517,700 $ 254,900 Deferred income taxes (liability) (2,529,800 ) (7,537,100 ) Net deferred tax liabilities $ (2,012,100 ) $ (7,282,200 ) Consolidated deferred federal income taxes arise from temporary differences between the valuation of assets and liabilities as determined for financial reporting purposes and federal income tax purposes and are measured at enacted tax rates. The Company’s deferred tax items are measured at an effective federal tax rate of 21% as of December 31, 2019 and December 31, 2018. Although realization is not assured, management believes it is more likely than not that the entire deferred federal income tax asset will be realized. The amount of the deferred federal income tax assets considered realizable could be reduced in the near term if estimates of future taxable income are reduced. The Company is required to include on its U.S. income tax return its global intangible low-taxed income (“GILTI”) in excess of an allowable return on its foreign subsidiaries’ tangible assets. Per guidance issued by the FASB, companies can either account for deferred taxes related to GILTI or treat tax arising from GILTI as a period cost. Both are acceptable methods subject to an accounting policy election. On December 31, 2018, the Company finalized its policy and has elected to use the period cost method for GILTI. In 2018 and 2019, the Company did not include any GILTI from its Canadian subsidiary because all the subsidiary’s income was exempt from GILTI. In addition, interest deductions are limited to 30% of the Company’s adjusted taxable income. The Company’s adjusted taxable income is computed without regard to any: (1) item of income, gain, deduction or loss, which is not allocable to its trade or business; (2) business interest income or expense; (3) net operating loss deduction; and (4) depreciation, amortization or depletion for tax years beginning before January 1, 2022, but taking into account depreciation, amortization, and depletion thereafter. The amount of interest deferred under this provision may be carried forward and deducted in years with excess positive adjusted taxable income. The Company had total disallowed interest expense for the years ended December 31, 2019 and 2018, of $583,300 and $380,900, respectively. The cumulative deferred interest expense of $964,200 may be carried forward indefinitely until the Company has excess positive adjusted taxable income against which it can deduct the deferred interest balance. The current year federal operating loss carryovers of approximately $23.6 million will be available to offset 80% of annual taxable income in future years. Approximately $16 million of federal net operating loss carryovers may be carried forward through 2037 and the remaining $7.6 million federal net operating loss carryovers may be carried forward indefinitely. The current year state operating loss carryovers of approximately $385,300 will be available to offset taxable income in the two preceding years and in future years through 2039. The Company expects to utilize the net operating loss carryovers remaining at December 31, 2019 in future years. During the year ended December 31, 2019, the Company had pre-tax loss from domestic sources of approximately $100,000 and pre-tax loss from foreign sources of approximately $21.1 million. The Company had pre-tax loss from domestic sources of approximately $6.0 million and pre-tax loss from foreign sources of approximately $3.1 million for the year ended December 31, 2018. The foreign tax credit carryover will be available to offset federal tax expense in future years through 2029. The Tax Cuts and Jobs Act of 2017 repealed the corporate alternative minimum tax for tax years beginning after 2017. In addition, beginning in 2018, the Company’s alternative minimum tax credit (“MTC”) was available to offset federal tax expense and is refundable in an amount equal to 50% of the excess MTC for the tax year over the amount of the credit allowable for the year against regular tax liability. In 2021, any remaining MTC will be fully refundable. The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2015. At December 31, 2019, the Company had a balance of accrued tax, penalties and interest totaling $94,400 related to unrecognized tax benefits on its non-U.S. operations included in the Company’s accounts and taxes payable. The Company does not anticipate any significant changes to the unrecognized tax benefits within twelve months of this reporting date. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: December 31, 2019 2018 Balance at January 1 $ 85,400 - Additions for prior years’ tax positions 9,000 85,400 Balance at December 31 $ 94,400 $ 85,400 The Company accounts for interest related to uncertain tax positions as interest expense, and for income tax penalties as tax expense. All of the Company's tax years remain open to examination other than as barred in the various jurisdictions by statutes of limitation. |
Computation of Loss Per Share
Computation of Loss Per Share | 12 Months Ended |
Dec. 31, 2019 | |
Loss per share: | |
Computation of Loss Per Share | Basic and diluted earnings per share are calculated as follows: For the Years Ended December 31, 2019 2018 Net loss $ (16,658,500 ) $ (8,081,200 ) Weighted average shares outstanding for the period 1,545,884 1,449,261 Basic loss per share $ (10.78 ) $ (5.58 ) Diluted loss per share $ (10.78 ) $ (5.58 ) Basic loss per common share is computed using net loss and the weighted average number of common shares outstanding during the period. Diluted loss per common share is computed using net (loss)/income and the weighted average number of common shares outstanding, assuming dilution. Weighted average common shares outstanding, assuming dilution, include potentially dilutive common shares outstanding during the period. There were no anti-dilutive shares outstanding during 2019 or 2018. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | See the description of the Merger Agreement between the Company and JHC in Note 10, pursuant to which the Company acquired JHC in the Merger and JHC became a wholly-owned subsidiary of the Company on October 1, 2018. Before completion of the Merger, the Company’s portfolio of aircraft assets was managed and administered under the terms of a management agreement with JMC (the “Management Agreement”). Certain officers of the Company were also officers of JHC and JMC and held significant ownership positions in both JHC and the Company, and JHC was also a significant stockholder of AeroCentury. Under the Management Agreement, JMC received a monthly management fee based on the net asset value of the Company’s assets under management. JMC also received an acquisition fee for locating assets for the Company. Acquisition fees were included in the cost basis of the asset purchased. JMC also received a remarketing fee in connection with the re-lease or sale of the Company’s assets. Remarketing fees were amortized over the applicable lease term or included in the gain or loss on sale. In April 2018, subsequent to the execution of the Merger Agreement for the acquisition of JHC, JHC agreed to waive its right to receive management and acquisition fees (“Contract Fees”) otherwise owed by the Company to JHC pursuant to the Management Agreement for all periods after March 31, 2018 and until the earlier of the consummation of the Merger or August 15, 2018. In return, the Company agreed to reimburse JMC for expenses (“Management Expense”) incurred in providing management services set forth under the Management Agreement. In July 2018, JHC agreed to extend the expiration of this agreement (the “Waiver and Reimbursement Agreement”) through October 15, 2018. Thus, if the Merger Agreement was terminated on or before October 15, 2018 or the Merger did not close by October 15, 2018, the Company would have become obligated to pay JMC any excess (the “JMC Margin”) of (i) the Contract Fees that would have been paid to JMC since April 1, 2018 in the absence of the Waiver and Reimbursement Agreement over (ii) the Management Expenses actually paid by the Company to JMC since April 1, 2018. For the nine months ended September 30, 2018, Contract Fees exceeded the reimbursed Management Expense by $1,023,000 of management fees and $494,000 of acquisition fees. Notwithstanding the Waiver and Reimbursement Agreement, until the closing or termination of the Merger Agreement, the Company accrued as an expense the total Contract Fees that would have been due under the Management Agreement. Because the Merger closed on October 1, 2018, the Waiver and Reimbursement Agreement for the period from April 1, 2018 through September 30, 2018 was considered in the acquisition accounting for the calculation of the settlement loss recognized by the Company when the Merger was consummated. The Company incurred management fees and acquisition fees of $4,482,800 and $494,400, respectively, during 2018. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Effective January 1, 2020, the Company reduced both the size of the office space leased and the amount of rent payable in the future. As such, in 2020 the Company will recognize a reduction in both the capitalized amount related to the surrendered office space and a proportionate amount of the liability associated with its future lease obligations. In January 2020, the Company recorded a loss of $160,000 related to the reduction in its ROU Asset, net of the reduction in its operating lease liability, and will recognize amortization of $308,100, $317,600 and $162,600 in 2020, 2021 and the first half of 2022, respectively. In January 2020, the Company amended the leases for three of its assets that are subject to sales-type finance leases. The amendments provided for (i) the sale of one aircraft to the customer in January 2020, (ii) application of collected maintenance reserves and a security deposit held by the Company to past due amounts for the other two aircraft, (iii) required payments totaling $585,000 in January for two of the leases and (iv) reduced the amount of future payments due under the two leases. In January 2020, the lessee for an aircraft leased pursuant to a direct financing lease notified the Company of its intention to exercise the lease-end purchase option for the aircraft in March 2020. In February 2020, the Company and the same lessee agreed to the early exercise of lease-end purchase options for direct financing leases that were to expire in March 2021 and March 2022. All three aircraft were sold to the lessee in March 2020. In March 2019, the Company entered into two interest rate derivative instruments in connection with the MUFG Credit Facility. In March 2020, the counterparties to the MUFG Swaps terminated the MUFG Swaps and the Company became obligated to pay $3.1 million to the counterparties. In January 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus and the risks to the international community as the virus spreads globally (the “COVID-19 Outbreak”). In March 2020, the WHO classified the COVID-19 Outbreak as a pandemic, based on the rapid increase in exposure globally. The ongoing COVID-19 Outbreak has had an overwhelming effect on all forms of transportation globally, but most acutely for the airline industry. The combined effect of fear of infection during air travel and international and domestic travel restrictions has caused a dramatic decrease in passenger loads in all areas of the world, not just in those countries with active clusters of COVID-19, but in airline ticket net bookings (i.e. bookings made less bookings canceled) of flights as well. This has led to significant cash flow issues for airlines, including some of the Company’s customers, and some airlines may be unable to timely meet their obligations under their lease obligations with the Company unless government financial support is received, of which there can be no assurance. Any significant nonpayment or late payment of lease payments by a significant lessee or combination of lessees could in turn impose limits on the Company’s ability to fund its ongoing operations as well as cause new defaults under the Company’s debt obligations, which in turn could lead to an immediate acceleration of debt and foreclosure upon the Company’s assets. Furthermore, for the duration of the pandemic and a period of financial recovery thereafter, sale and acquisition transactions are likely to be curtailed entirely or delayed while the industry returns to financial stability, which could impact the Company’s ability to implement its Recapitalization Plan. No impairments were recorded as of the balance sheet date as no triggering events or changes in circumstances had occurred as of year-end; however, due to significant uncertainty surrounding the situation, management's judgment regarding this could change in the future. In addition, while the Company’s results of operations, cash flows and financial condition could be negatively impacted, the extent of the impact cannot be reasonably estimated at this time. However, as a result of the COVID-19 Outbreak, in March 2020, one of the Company’s customers, which leases two regional jet aircraft subject to Nord Term Loan financing, did not make its quarterly rent payment of approximately $1.4 million. The nonpayment led to a corresponding Nord Term Loan financing payment event of default under the Nord Term Loans for each of those subsidiaries. The Company is currently reviewing its options for remedies against the lessee. It has also entered into negotiations with Nord regarding a workout for the corresponding overdue Nord Term Loan payments. As a result of the non-payment on the two regional jets by the Company’s customer and potential consequent uncertainty concerning future interest payments under the related Nord Term Loans, as well as potential uncertainty related to rent payments and related debt payments on the other three Nord Term Loans, the Company is reevaluating its hedge accounting for the five interest rate derivatives associated with those loans. |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
The Company and Basis of Presentation | AeroCentury Corp. (“AeroCentury”) is a Delaware corporation incorporated in 1997. AeroCentury together with its consolidated subsidiaries is referred to as the “Company.” In August 2016, AeroCentury formed two wholly-owned subsidiaries, ACY 19002 Limited (“ACY 19002”) and ACY 19003 Limited (“ACY 19003”) for the purpose of acquiring aircraft using a combination of cash and third-party financing (“UK LLC SPE Financing” or “special-purpose financing”) separate from AeroCentury’s credit facility (the “MUFG Credit Facility”). The UK LLC SPE Financing was repaid in full in February 2019 as part of a refinancing involving new non-recourse term loans totaling approximately $44.3 million (“Nord Term Loans”) made to ACY 19002, ACY 19003, and two other newly formed special-purpose subsidiaries of AeroCentury. See Note 6(b) for more information about the Nord Term Loans. On October 1, 2018, AeroCentury acquired JetFleet Holding Corp. (“JHC”) in a reverse triangular merger (“Merger”) for consideration of approximately $2.9 million in cash and 129,217 shares of common stock of AeroCentury, as determined pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) entered into by AeroCentury, JHC and certain other parties in October 2017. JHC is the parent company of JetFleet Management Corp. (“JMC”), which is an integrated aircraft management, marketing and financing business and the manager of the Company’s assets. Upon completion of the Merger, JHC became a wholly-owned subsidiary of the Company, and as a result, JHC's results are included in the Company's consolidated financial statements beginning on October 1, 2018. In November 2018, AeroCentury formed two wholly-owned subsidiaries, ACY SN 15129 LLC (“ACY 15129”) and ACY E-175 LLC (“ACY E-175”), for the purpose of refinancing four of the Company’s aircraft using the Nord Term Loans. Because the Nord Term Loans did not close until February 2019, the subject aircraft remained as collateral under the MUFG Credit Facility as of December 31, 2018, and ACY 15129 and ACY E-175 had no activity in 2018. Financial information for AeroCentury and its consolidated subsidiaries is presented on a consolidated basis in accordance with accounting principles generally accepted in the United States of America (“GAAP”) based upon the continuation of the business as a going concern. All intercompany balances and transactions have been eliminated in consolidation. |
Going Concern | As discussed in Note 6, the Company was in default under its MUFG Credit Facility as of December 31, 2019. The MUFG Credit Facility lenders (“Credit Facility Lenders”) have the right to exercise any and all remedies for default under the MUFG Credit Facility agreement. Such remedies include, but are not limited to, declaring the entire indebtedness immediately due and payable and, if the Company were unable to repay such accelerated indebtedness (including its obligation in connection with the termination of two interest rate swaps entered into in connection with the MUFG Credit Facility (the “MUFG Swaps”), foreclosing upon the assets of the Company that secure the MUFG Indebtedness, which consist of all of the Company’s assets except for certain assets held in the Company’s single asset special-purpose financing subsidiaries. In addition, as discussed in Note 15, the coronavirus pandemic has led to significant cash flow issues for airlines, including some of the Company’s customers, and some airlines may be unable to timely meet their obligations under their lease obligations with the Company unless government financial support is received, of which there can be no assurance. Any significant nonpayment or late payment of lease payments by a significant lessee or combination of lessees could in turn impose limits on the Company’s ability to fund its ongoing operations as well as cause new defaults under the Company’s debt obligations, which in turn could lead to an immediate acceleration of debt and foreclosure upon the Company’s assets. As a result of these factors, there is substantial doubt regarding the Company’s ability to continue as a going concern. The Company is currently in negotiations with the Credit Facility Lenders to convert the MUFG Credit Facility into a term loan facility (as converted, the The Company is currently in negotiations with the Credit Facility Lenders to convert the MUFG Credit Facility into a term loan facility (as converted, the “MUFG Term Loan” and, collectively with the MUFG Credit Facility, “MUFG Indebtedness”). The Company has engaged an investment banking advisor to assist in obtaining additional debt or equity financing (the “Recapitalization Plan”) which, if successful, would be used to repay the MUFG Indebtedness. However, there is no assurance that this will occur. This is further exacerbated by the significance of the COVID-19 uncertainties discussed in Note 15. The consolidated financial statements presented in this Annual Report on Form 10-K have been prepared on a going concern basis and do not include any adjustments that might arise as a result of uncertainties about the Company’s ability to continue as a going concern. |
Use of Estimates | The Company’s consolidated financial statements have been prepared in accordance with GAAP. The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable for making judgments that are not readily apparent from other sources. The most significant estimates with regard to these consolidated financial statements are the residual values and useful lives of the Company’s long-lived assets, the amount and timing of future cash flows associated with each asset that are used to evaluate whether assets are impaired, accrued maintenance costs, accounting for income taxes, the assumptions used to value the Company’s derivative instruments, the valuation of the right of use asset and related lease liability associated with the Company’s office, and the amounts recorded as allowances for doubtful accounts. |
Comprehensive Income/(Loss) | The Company reflects changes in the fair value of its interest rate swap derivatives that are designated as hedges in other comprehensive income/(loss). Such amounts are reclassified into earnings in the periods in which the hedged transaction occurs or when it is probable that the hedged transactions will no longer occur, and are included in interest expense. |
Cash and Cash Equivalents | The Company considers highly liquid investments readily convertible into known amounts of cash, with original maturities of 90 days or less from the date of acquisition, as cash equivalents. The Company’s restricted cash is held in an account with the agent for the Company’s MUFG Credit Facility and disbursements from the account are subject to the control and discretion of the agent for payment of principal on the MUFG Credit Facility as well as for the Company’s operating expenses. |
Securities | At December 31, 2018, the Company owned 121 shares of non-voting preferred stock in a non-public company. The stock, which had a cumulative preferred annual dividend of 10% and a liquidation value of $1,000 per share, was sold during 2019. |
Lease Accounting, Favorable Lease Acquired and Lease Right of Use Asset | In February 2016, the Financial Accounting Standards Board ("FASB") issued Topic 842 - Leases The new standard requires a lessor to classify leases as sales-type, finance, or operating. A lease is treated as sales-type if it transfers all of the risks and rewards, as well as control of the underlying asset, to the lessee. If risks and rewards are conveyed without the transfer of control, the lease is treated as a finance lease. If the lessor does not convey risks and rewards or control, an operating lease results. As a result of application of the practical expedients, the Company was not required to alter the classification or carrying value of its leased or finance lease assets. In connection with the Company’s acquisition of JHC, as discussed in Note 10, the Company recognized that the lease of its office facilities had rents that were substantially below the market for such office space. Consequently, the Company recorded $925,000 as the value of below-market rents at the October 1, 2018 date of the JHC acquisition, and amortized such amount on a level basis over the remaining term of the office lease, including two one-year bargain renewal options. The Company recorded $61,700 of amortization in 2018. Lessee reporting was changed by the new standard, requiring that the balance sheet reflect a liability for most operating lease obligations as well as a “right of use” asset. As such, in January 2019, the Company was required to record a lease obligation of approximately $610,000 in connection with the lease of its headquarters office, and to increase the capitalized leasehold interest / right of use asset by $610,000, as discussed in Note 8. There was no effect on retained earnings recorded as a result of adoption of the standard. The Company elected the lessee practical expedient to combine the lease and non-lease components. |
Aircraft Capitalization and Depreciation | The Company’s interests in aircraft and aircraft engines are recorded at cost, which includes acquisition costs. Since inception, the Company has typically purchased only used aircraft and aircraft engines. It is the Company’s policy to hold aircraft for approximately twelve years unless market conditions dictate otherwise. Therefore, depreciation of aircraft is initially computed using the straight-line method over the anticipated holding period to an estimated residual value based on appraisal. For an aircraft engine held for lease as a spare, the Company estimates the length of time that it will hold the aircraft engine based upon estimated usage, repair costs and other factors, and depreciates it to the appraised residual value over such period using the straight-line method. The Company periodically reviews plans for lease or sale of its aircraft and aircraft engines and changes, as appropriate, the remaining expected holding period for such assets. Estimated residual values are reviewed and adjusted periodically, based upon updated estimates obtained from an independent appraiser. Decreases in the fair value of aircraft could affect not only the current value, discussed below, but also the estimated residual value. Assets that are held for sale are not subject to depreciation and are separately classified on the balance sheet. Such assets are carried at the lower of their carrying value or estimated fair values, less costs to sell. |
Property, Equipment and Furnishings | The Company’s interests in equipment are recorded at cost and depreciated using the straight-line method over five years. The Company’s leasehold improvements are recorded at cost and amortized using the straight-line method over the shorter of the lease term or the estimated useful lives of the respective assets. |
Impairment of Long-lived Assets | The Company reviews assets for impairment when there has been an event or a change in circumstances indicating that the carrying amount of a long-lived asset may not be recoverable. In addition, the Company routinely reviews all long-lived assets for impairment semi-annually. Recoverability of an asset is measured by comparison of its carrying amount to the future estimated undiscounted cash flows (without interest charges) that the asset is expected to generate. Estimates are based on currently available market data and independent appraisals and are subject to fluctuation from time to time. If these estimated future cash flows are less than the carrying value of an asset at the time of evaluation, any impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. Fair value is determined by reference to independent appraisals and other factors considered relevant by management. Significant management judgment is required in the forecasting of future operating results that are used in the preparation of estimated future undiscounted cash flows and, if different conditions prevail in the future, material write-downs may occur. As discussed in Note 9, the Company recorded impairment losses totaling $31.0 million and $3.0 million in 2019 and 2018, respectively, as a result of the Company’s determination that the carrying values for certain aircraft were not recoverable. The 2019 impairment losses consisted of (i) $24.0 million resulting from appraised values for four aircraft that are held for sale, assuming sale in a reasonably short time (“Orderly Liquidation Value”) and (ii) $7.0 million resulting from estimated or actual sales proceeds for five assets held for sale, three of which were sold during 2019. The 2018 impairment losses consisted of (i) $2.7 million resulting from Orderly Liquidation Values for four aircraft held for sale and (ii) $0.3 million resulting from writing a fifth aircraft down to its appraised value. |
Deferred Financing Costs and Commitment Fees | Costs incurred in connection with debt financing are deferred and amortized over the term of the debt using the effective interest method or, in certain instances where the differences are not material, using the straight-line method. Costs incurred in connection with the MUFG Credit Facility are deferred and amortized using the straight-line method. Commitment fees for unused funds are expensed as incurred. |
Security Deposits | The Company’s leases are typically structured so that if any event of default occurs under a lease, the Company may apply all or a portion of the lessee’s security deposit to cure such default. If such application of the security deposit is made, the lessee typically is required to replenish and maintain the full amount of the deposit during the remaining lease term. All of the security deposits received by the Company are refundable to the lessee at the end of the lease upon satisfaction of all lease terms. |
Taxes | As part of the process of preparing the Company’s consolidated financial statements, management estimates income taxes in each of the jurisdictions in which the Company operates. This process involves estimating the Company’s current tax exposure under the most recent tax laws and assessing temporary differences resulting from differing treatment of items for tax and GAAP purposes. These differences result in deferred tax assets and liabilities, which are included in the balance sheet. Management also assesses the likelihood that the Company’s deferred tax assets will be recovered from future taxable income, and, to the extent management believes it is more likely than not that some portion or all of the deferred tax assets will not be realized, the Company establishes a valuation allowance. To the extent the Company establishes a valuation allowance or changes the allowance in a period, the Company reflects the corresponding increase or decrease within the tax provision in the statement of operations. Significant management judgment is required in determining the Company’s future taxable income for purposes of assessing the Company’s ability to realize any benefit from its deferred taxes. After considering the Company’s significant amounts of net deferred tax liabilities which are future reversing taxable temporary differences, the Company has determined that no valuation allowance is required for its deferred tax assets. The Company accrues non-income based sales, use, value added and franchise taxes as other tax expense in the statement of operations. |
Revenue Recognition, Accounts Receivable and Allowance for Doubtful Accounts | Revenue from leasing of aircraft assets pursuant to operating leases is recognized on a straight-line basis over the terms of the applicable lease agreements. Deferred payments are recorded as accrued rent when the cash rent received is lower than the straight-line revenue recognized. Such receivables decrease over the term of the applicable leases. Interest income is recognized on finance leases based on the interest rate implicit in the lease and the outstanding balance of the lease receivable. Maintenance reserves retained by the Company at lease-end are recognized as maintenance reserves revenue. In instances where collectability is not reasonably assured, the Company recognizes revenue as cash payments are received. The Company estimates and charges to income a provision for bad debts based on its experience with each specific customer, the amount and length of payment arrearages, and its analysis of the lessee’s overall financial condition. If the financial condition of any of the Company’s customers deteriorates, it could result in actual losses exceeding any estimated allowances. The Company had an allowance for doubtful accounts of $2,908,600 and $0 at December 31, 2019 and 2018, respectively. |
Comprehensive Income | The Company reflects changes in the fair value of its interest rate swap derivatives that are designated as hedges in other comprehensive income/(loss). Such amounts are reclassified into earnings in the periods in which the hedged transaction occurs, and are included in interest expense. |
Finance Leases | As of December 31, 2019, the Company had three aircraft subject to sales-type finance leases and three aircraft subject to direct financing leases. All six leases contain lessee bargain purchase options at prices substantially below the subject asset’s estimated residual value at the exercise date for the option. Consequently, the Company has classified each of these six leases as finance leases for financial accounting purposes. For such finance leases, the Company reports the discounted present value of (i) future minimum lease payments (including the bargain purchase option) and (ii) any residual value not subject to a bargain purchase option, as a finance lease receivable on its balance sheet, and accrues interest on the balance of the finance lease receivable based on the interest rate inherent in the applicable lease over the term of the lease. For each of the three sales-type finance leases, the Company recognized as a gain or loss the amount equal to (i) the net investment in the sales-type finance lease plus any initial direct costs and lease incentives less (ii) the net book value of the subject aircraft at inception of the applicable lease. The Company recognized interest earned on finance leases in the amount of $852,600 and $1,251,000 in 2019 and 2018, respectively. As a result of payment delinquencies by two customers that lease three of the Company’s aircraft subject to finance leases, the Company recorded a bad debt allowance of $2,957,800 during 2019. |
Maintenance Reserves and Accrued Maintenance Costs | Maintenance costs under the Company’s triple net leases are generally the responsibility of the lessees. Some of the Company’s leases require payment of maintenance reserves, which are based upon lessee-reported usage and billed monthly, and are intended to accumulate and be applied by the Company toward reimbursement of most or all of the cost of the lessees’ performance of certain maintenance obligations under the leases. Such reimbursements reduce the associated maintenance reserve liability. Maintenance reserves are characterized as either refundable or non-refundable depending on their disposition at lease-end. The Company retains non-refundable maintenance reserves at lease-end, even if the lessee has met all of its obligations under the lease, including any return conditions applicable to the leased asset, while refundable reserves are returned to the lessee under such circumstances. Any reserves retained by the Company at lease-end are recorded as revenue at that time. Accrued maintenance costs include (i) maintenance for work performed for off-lease aircraft, which is not related to the release of maintenance reserves received from lessees and which is expensed as incurred, and (ii) lessor maintenance obligations assumed and recognized as a liability upon acquisition of aircraft subject to a lease with such provisions. |
Interest Rate Hedging | During the first quarter of 2019, the Company entered into certain derivative instruments to mitigate its exposure to variable interest rates under the Term Loans debt and a portion of the MUFG Credit Facility debt. Hedge accounting is applied to such a transaction only if specific criteria have been met, the transaction is deemed to be “highly effective” and the transaction has been designated as a hedge at its inception. Under hedge accounting treatment, generally, the effects of derivative transactions are recorded in earnings for the period in which the hedge transaction affects earnings. A change in value of a hedging instrument is reported as a component of other comprehensive income/(loss) and is reclassified into earnings in the period in which the transaction being hedged affects earnings. If at any time after designation of a cash flow hedge, such as those entered into by the Company, it is no longer probable that the forecasted cash flows will occur, hedge accounting is no longer permitted and a hedge is “dedesignated.” After dedesignation, if it is still considered reasonably possible that the forecasted cash flows will occur, the amount previously recognized in other comprehensive income/(loss) will continue to be reversed as the forecasted transactions affect earnings. However, if after dedesignation it is probable that the forecasted transactions will not occur, amounts deferred in accumulated other comprehensive income/(loss) will be recognized in earnings immediately. As noted in Note 7, in October 2019 the Company became aware that, as a result of certain defaults under its MUFG Credit Facility, certain of the forecasted transactions related to its MUFG Credit Facility interest rate swaps are no longer probable of occurring and, hence, those swaps were dedesignated from hedge accounting at that time. As discussed in Note 15, the two swaps related to the MUFG Credit Facility were terminated in March 2020 and the Company incurred a $3.1 million obligation in connection with such termination. |
Recent Accounting Pronouncements | ASU 2016-13 The FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326) . ASU 2019-12 In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740), |
Aircraft Lease Assets (Tables)
Aircraft Lease Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Aircraft Lease Assets [Abstract] | |
Aircraft and aircraft engines held for lease | December 31, 2019 December 31, 2018 Type Number Owned % of net book value Number owned % of net book value Regional jet aircraft 9 80 % 13 81 % Turboprop aircraft 2 20 % 4 18 % Engines - - % 1 1 % |
Minimum future lease revenue payments receivable | Years ending December 31 2020 $ 17,650,900 2021 10,392,000 2022 8,639,600 2023 8,639,600 2024 6,826,100 Thereafter 1,683,300 $ 53,831,500 |
Net investment included in finance leases and direct financing leases receivable | December 31, 2019 December 31, 2018 Gross minimum lease payments receivable $ 9,096,400 $ 17,107,100 Less unearned interest (286,600 ) (1,856,200 ) Difference between minimum lease payments receivable and collateral value of leases (7,700 ) - Finance leases receivable $ 8,802,100 $ 15,250,900 |
Minimum future payments receivable under finance leases | Years ending December 31 2020 $ 3,817,200 2021 2,608,200 2022 2,114,000 2023 557,000 $ 9,096,400 |
Changes in allowance for doubtful accounts | Balance, December 31, 2018 $ - Additions charged to expense 2,908,600 Balance, December 31, 2019 $ 2,908,600 |
Operating Segments (Tables)
Operating Segments (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Geographic information of operating and finance lease revenue | For the Years Ended December 31, Operating Lease Revenue 2019 2018 Europe and United Kingdom $ 15,174,900 $ 16,258,800 North America 10,119,100 10,119,100 Asia 315,000 1,259,600 $ 25,609,000 $ 27,637,500 For the Years Ended December 31, Finance Lease Revenue 2019 2018 Africa $ 487,000 $ 832,800 Europe and United Kingdom 365,600 418,200 $ 852,600 $ 1,251,000 |
Net book value of aircraft and aircraft engines held for lease | December 31, Net Book Value of Aircraft and Aircraft Engines Held for Lease 2019 2018 Europe and United Kingdom $ 44,569,000 $ 110,069,000 North America 63,799,600 68,485,400 Asia - 5,465,500 $ 108,368,600 $ 184,019,900 |
Notes Payable and Accrued Int_2
Notes Payable and Accrued Interest (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Notes payable and accrued interest | December 31, 2019 December 31, 2018 MUFG Credit Facility: Principal $ 84,084,100 $ 122,400,000 Unamortized debt issuance costs (3,084,200 ) (674,300 ) Accrued interest 376,200 139,300 Special-purpose financing: Principal: UK SPE Financing - 9,211,200 Nord Term Loans 30,914,500 - Unamortized debt issuance costs (741,500 ) - Accrued interest 89,300 16,000 $ 111,638,400 $ 131,092,200 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Amounts in income and other comprehensive income amounts | For the Years Ended December 31, 2019 2018 Change in value of interest rate swaps $ 255,200 $ - Other items 147,400 - Included in interest expense $ 402,600 $ - The following amount was included in other comprehensive income/(loss), before tax Unrealized loss on derivative instruments $ (1,932,100 ) $ - Other items 186,400 - Change in value of hedged interest rate swaps $ (1,745,700 ) $ - |
Fair value of swaps | Designated interest rate hedges fair value $ (570,900 ) Other interest rate swaps (1,253,600 ) Total derivative (liability) $ (1,824,500 ) |
Lease Right of Use Asset and _2
Lease Right of Use Asset and Liability (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Estimated future minimum lease commitments | December 31, 2019 2020 $ 145,000 2021 147,200 2022 74,700 366,900 Discount (30,500 ) Lease liability at December 31, 2019 $ 336,400 December 31, 2018 2019 $ 193,500 2020 196,400 2021 199,300 2022 101,100 $ 690,300 |
Amortization, finance costs and other expenses | Fixed rental expense during the year $ 443,500 Variable lease expense 116,000 Total lease expense during the year $ 559,500 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Assets (liabilities) measured and recorded at fair value on a recurring basis | December 31, 2019 December 31, 2018 Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Money market funds $ 400 $ 400 $ - $ - $ 656,400 $ 656,400 $ - $ - Derivatives (1,824,500 ) - (1,824,500 ) - - - - - Total $ (1,824,100 ) $ 400 $ (1,824,500 ) $ - $ 656,400 $ 656,400 $ - $ - |
Assets measured and recorded at fair value on a nonrecurring basis | Assets Written Down to Fair Value Total Losses December 31, 2019 December 31, 2018 For the Years Ended December 31, Level Level Total 1 2 3 Total 1 2 3 2019 2018 Assets held for sale $ 25,880,700 $ - $ - $ 25,880,700 $ 5,800,000 $ - $ - $ 5,800,000 $ 25,656,100 $ 837,500 |
Acquisition of Management Com_2
Acquisition of Management Company (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Purchase price allocation | Consideration paid in the merger: Cash consideration $ 2,915,000 ACY stock consideration 2,003,000 4,918,000 Fair value of assets acquired/(liabilities assumed): Cash 40,000 Securities 121,000 Accounts & note receivable 28,000 Prepaid expenses 157,000 Property, equipment and furnishings 79,000 Office leasehold 925,000 Accounts payable (85,000) Accrued vacation (93,000) Taxes payable (722,000) Deferred taxes (138,000) 312,000 Excess of consideration paid over net assets acquired 4,606,000 Waiver of JMC Margin payable (1,517,000) Settlement of payable to JMC (562,000) Settlement Loss on Management Agreement with JMC $ 2,527,000 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income tax provision | For the Years Ended December 31, 2019 2018 Current tax provision: Federal $ (34,100 ) $ - State 3,300 3,200 Foreign 418,300 414,000 Current tax provision 387,500 417,200 Deferred tax benefit: Federal (4,553,700 ) (1,270,400 ) State (78,800 ) (26,100 ) Foreign (262,800 ) (93,500 ) Deferred tax benefit (4,895,300 ) (1,390,000 ) Total income tax benefit $ (4,507,800 ) $ (972,800 ) |
Income tax reconciliation | For the Years Ended December 31, 2019 2018 Income tax benefit at statutory federal income tax rate $ (4,444,900 ) $ (1,901,400 ) State tax benefit, net of federal benefit (75,900 ) (44,500 ) Non-deductible Merger expenses - 647,200 Non-deductible management and acquisition fees 7,600 325,900 Other non-deductible expenses 5,400 - Total income tax benefit $ (4,507,800 ) $ (972,800 ) |
Deferred tax assets and liabilities | December 31, 2019 2018 Deferred tax assets: Current and prior year tax losses $ 4,980,100 $ 4,065,100 Foreign tax credit 758,400 611,900 Deferred interest expense 269,800 81,800 Maintenance reserves 470,000 3,100,800 Deferred derivative losses 452,100 - Deferred maintenance, bad debt allowance and other 19,800 92,500 Alternative minimum tax credit 11,400 45,500 Deferred tax assets 6,961,600 7,997,600 Deferred tax liabilities: Accumulated depreciation on aircraft and aircraft engines (8,666,700 ) (14,773,800 ) Deferred income (175,600 ) (320,600 ) Leasehold interest (131,400 ) (185,400 ) Net deferred tax liabilities $ (2,012,100 ) $ (7,282,200 ) December 31, Reported as: 2019 2018 Deferred tax asset $ 517,700 $ 254,900 Deferred income taxes (liability) (2,529,800 ) (7,537,100 ) Net deferred tax liabilities $ (2,012,100 ) $ (7,282,200 ) |
Unrecognized tax benefits | December 31, 2019 2018 Balance at January 1 $ 85,400 - Additions for prior years’ tax positions 9,000 85,400 Balance at December 31 $ 94,400 $ 85,400 |
Computation of Loss Per Share (
Computation of Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Loss per share: | |
Basic and diluted earnings per share | For the Years Ended December 31, 2019 2018 Net loss $ (16,658,500 ) $ (8,081,200 ) Weighted average shares outstanding for the period 1,545,884 1,449,261 Basic loss per share $ (10.78 ) $ (5.58 ) Diluted loss per share $ (10.78 ) $ (5.58 ) |
Organization and Summary of S_3
Organization and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Accounting Policies [Abstract] | ||
Allowance for doubtful accounts | $ 2,908,600 | $ 0 |
Interest earned on finance lease | 852,600 | 1,251,000 |
Bad debt allowance | $ 2,908,600 | $ 0 |
Aircraft Lease Assets (Details)
Aircraft Lease Assets (Details) - Unit | Dec. 31, 2019 | Dec. 31, 2018 |
Regional Jet Aircraft | ||
Number owned | 9 | 13 |
Percentage of net book value | 80.00% | 81.00% |
Turboprop Aircraft | ||
Number owned | 2 | 4 |
Percentage of net book value | 20.00% | 18.00% |
Engines | ||
Number owned | 0 | 1 |
Percentage of net book value | 0.00% | 1.00% |
Aircraft Lease Assets (Details
Aircraft Lease Assets (Details 1) | Dec. 31, 2019USD ($) |
Aircraft Lease Assets [Abstract] | |
2020 | $ 17,650,900 |
2021 | 10,392,000 |
2022 | 8,639,600 |
2023 | 8,639,600 |
2024 | 6,826,100 |
Thereafter | 1,683,300 |
Total | $ 53,831,500 |
Aircraft Lease Assets (Detail_2
Aircraft Lease Assets (Details 2) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Aircraft Lease Assets [Abstract] | ||
Gross minimum lease payments receivable | $ 9,096,400 | $ 17,107,100 |
Less unearned interest | (286,600) | (1,856,200) |
Difference between minimum lease payments receivable and collateral value of leases | (7,700) | 0 |
Finance leases receivable | $ 8,802,100 | $ 15,250,900 |
Aircraft Lease Assets (Detail_3
Aircraft Lease Assets (Details 3) | Dec. 31, 2019USD ($) |
Aircraft Lease Assets [Abstract] | |
2020 | $ 3,817,200 |
2021 | 2,608,200 |
2022 | 2,114,000 |
2023 | 557,000 |
Total | $ 9,096,400 |
Aircraft Lease Assets (Detail_4
Aircraft Lease Assets (Details 4) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Aircraft Lease Assets [Abstract] | ||
Allowance for doubtful accounts, beginning | $ 0 | |
Additions charged to expense | 2,908,600 | $ 0 |
Allowance for doubtful accounts, ending | $ 2,908,600 | $ 0 |
Operating Segments (Details)
Operating Segments (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Operating lease revenue | $ 25,609,000 | $ 27,637,500 |
Finance lease revenue | 852,600 | 1,251,000 |
Africa | ||
Finance lease revenue | 48,700 | 832,800 |
Europe and United Kingdom | ||
Operating lease revenue | 15,174,900 | 16,258,800 |
Finance lease revenue | 365,600 | 418,200 |
North America | ||
Operating lease revenue | 10,119,100 | 10,119,100 |
Asia | ||
Operating lease revenue | $ 315,000 | $ 1,259,600 |
Operating Segments (Details 1)
Operating Segments (Details 1) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Net book value of aircraft and aircraft engines held for lease | $ 108,368,600 | $ 184,019,900 |
Europe and United Kingdom | ||
Net book value of aircraft and aircraft engines held for lease | 44,569,000 | 110,069,000 |
North America | ||
Net book value of aircraft and aircraft engines held for lease | 63,799,600 | 68,485,400 |
Asia | ||
Net book value of aircraft and aircraft engines held for lease | $ 0 | $ 5,465,500 |
Concentration of Credit Risk (D
Concentration of Credit Risk (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Customer One | Operating Lease Revenue | ||
Lease revenues and receivables from significant customers | 23.00% | 30.00% |
Customer Two | Operating Lease Revenue | ||
Lease revenues and receivables from significant customers | 23.00% | 21.00% |
Customer Three | Operating Lease Revenue | ||
Lease revenues and receivables from significant customers | 16.00% | 15.00% |
Customer Four | Operating Lease Revenue | ||
Lease revenues and receivables from significant customers | 14.00% | 13.00% |
Customer Five | Operating Lease Revenue | ||
Lease revenues and receivables from significant customers | 10.00% | |
Customer Five | Finance Lease Revenue | ||
Lease revenues and receivables from significant customers | 67.00% | |
Customer Six | Finance Lease Revenue | ||
Lease revenues and receivables from significant customers | 57.00% | |
Customer Seven | Finance Lease Revenue | ||
Lease revenues and receivables from significant customers | 38.00% | |
One Customer | ||
Lease revenues and receivables from significant customers | 74.00% | |
Receivables | $ 828,000 | |
Three Customers | ||
Lease revenues and receivables from significant customers | 87.00% | |
Receivables | $ 3,413,500 |
Notes Payable and Accrued Int_3
Notes Payable and Accrued Interest (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Unamortized debt issuance costs | $ (3,825,700) | $ (674,300) |
Notes payable and accrued interest | 111,638,400 | 131,092,200 |
Special Purpose Financing | ||
Unamortized debt issuance costs | (741,500) | 0 |
Accrued interest | 89,300 | 16,000 |
MUFG Credit Facility | ||
Principal | 84,084,100 | 122,400,000 |
Unamortized debt issuance costs | (3,084,200) | (674,300) |
Accrued interest | 376,200 | 139,300 |
UK SPE Financing | Special Purpose Financing | ||
Principal | 0 | 9,211,200 |
Nord Term Loans | Special Purpose Financing | ||
Principal | $ 30,914,500 | $ 0 |
Notes Payable and Accrued Int_4
Notes Payable and Accrued Interest (Details Narrative) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Disclosure [Abstract] | ||
Unused amount of the credit facility | $ 915,900 | $ 47,600,000 |
Weighted average interest rate on credit facility | 10.23% | 5.92% |
Derivative Instruments (Details
Derivative Instruments (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Change in value of Swaps | $ 255,200 | $ 0 |
Other items | 147,400 | 0 |
Included in interest expense | 402,600 | |
Unrealized loss on derivative instruments | (1,932,100) | 0 |
Other items | 186,400 | 0 |
Change in value of hedged interest rate swaps | $ (1,745,700) | $ 0 |
Derivative Instruments (Detai_2
Derivative Instruments (Details 1) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Total derivative (liability) | $ (1,824,500) | $ 0 |
Designated Interest Rate Hedges Fair Value | ||
Total derivative (liability) | (570,900) | |
Other Interest Rate Swap | ||
Total derivative (liability) | $ (1,253,600) |
Lease Right of Use Asset and _3
Lease Right of Use Asset and Liability (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Leases [Abstract] | ||
2020 | $ 145,000 | $ 196,400 |
2021 | 147,200 | 199,300 |
2022 | 74,700 | 101,100 |
Total lease liability | 366,900 | 690,300 |
Discount | (30,500) | |
Lease liability | $ 336,400 | $ 0 |
Lease Right of Use Asset and _4
Lease Right of Use Asset and Liability (Details 1) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Leases [Abstract] | ||
2019 | $ 193,500 | |
2020 | $ 145,000 | 196,400 |
2021 | 147,200 | 199,300 |
2022 | 74,700 | 101,100 |
Total lease liability | $ 366,900 | $ 690,300 |
Lease Right of Use Asset and _5
Lease Right of Use Asset and Liability (Details 2) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Leases [Abstract] | |
Fixed rental expense during the year | $ 443,500 |
Variable lease expense | 116,000 |
Total lease expense during the year | $ 559,500 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Total | $ (1,824,100) | $ 656,400 |
Level 1 | ||
Total | 400 | 656,400 |
Level 2 | ||
Total | (1,824,500) | 0 |
Level 3 | ||
Total | 0 | 0 |
Money Market Funds | ||
Assets at fair value | 400 | 656,400 |
Money Market Funds | Level 1 | ||
Assets at fair value | 400 | 656,400 |
Money Market Funds | Level 2 | ||
Assets at fair value | 0 | 0 |
Money Market Funds | Level 3 | ||
Assets at fair value | 0 | 0 |
Derivatives | ||
Liabilities at fair value | (1,824,500) | 0 |
Derivatives | Level 1 | ||
Liabilities at fair value | 0 | 0 |
Derivatives | Level 2 | ||
Liabilities at fair value | (1,824,500) | 0 |
Derivatives | Level 3 | ||
Liabilities at fair value | $ 0 | $ 0 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Assets held for sale | $ 25,880,700 | $ 5,800,000 |
Total losses | 25,656,100 | 837,500 |
Level 1 | ||
Assets held for sale | 0 | 0 |
Level 2 | ||
Assets held for sale | 0 | 0 |
Level 3 | ||
Assets held for sale | $ 25,880,700 | $ 5,800,000 |
Acquisition of Management Com_3
Acquisition of Management Company (Details) | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Business Combinations [Abstract] | |
Cash consideration | $ 2,915,000 |
ACY stock consideration | 2,003,000 |
Consideration paid in the merger | 4,918,000 |
Cash | 40,000 |
Securities | 121,000 |
Accounts & note receivable | 28,000 |
Prepaid expenses | 157,000 |
Property, equipment and furnishings | 79,000 |
Office leasehold | 925,000 |
Accounts payable | (85,000) |
Accrued vacation | (93,000) |
Taxes payable | (722,000) |
Deferred taxes | (138,000) |
Fair value of assets acquired/(liabilities assumed) | 312,000 |
Excess of consideration paid over net assets acquired | 4,606,000 |
Waiver of JMC margin payable | (1,517,000) |
Settlement of payable to JMC | (562,000) |
Settlement loss on management agreement with JMC | $ 2,527,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Current tax provision: | ||
Federal | $ (34,100) | $ 0 |
State | 3,300 | 3,200 |
Foreign | 418,300 | 414,000 |
Current tax provision | 387,500 | 417,200 |
Deferred tax benefit: | ||
Federal | (4,553,700) | (1,270,400) |
State | (78,800) | (26,100) |
Foreign | (262,800) | (93,500) |
Deferred tax benefit | (4,895,200) | (1,390,000) |
Total income tax benefit | $ (4,507,800) | $ (972,800) |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Income tax benefit at statutory federal income tax rate | $ (4,444,900) | $ (1,901,400) |
State tax benefit, net of federal benefit | (75,900) | (44,500) |
Non-deductible expenses | 0 | 647,200 |
Non-deductible management and acquisition fees | 7,600 | 325,900 |
Other non-deductible expenses | 5,400 | 0 |
Total income tax benefit | $ (4,507,800) | $ (972,800) |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets | ||
Current and prior year tax losses | $ 4,980,100 | $ 4,065,100 |
Foreign tax credit | 758,400 | 611,900 |
Deferred interest expense | 269,800 | 81,800 |
Maintenance reserves | 470,000 | 3,100,800 |
Deferred derivative losses | 452,100 | 0 |
Deferred maintenance, bad debt allowance and other | 19,800 | 92,500 |
Alternative minimum tax credit | 11,400 | 45,500 |
Deferred tax assets | 6,961,600 | 7,997,600 |
Deferred tax liabilities | ||
Accumulated depreciation on aircraft and aircraft engines | (8,666,700) | (14,773,800) |
Deferred income | (175,600) | (320,600) |
Favorable Lease | (131,400) | (185,400) |
Net deferred tax liabilities | (2,012,100) | (7,282,200) |
Deferred tax asset | 517,700 | 254,900 |
Deferred income taxes (liability) | (2,529,800) | (7,537,100) |
Net deferred tax liabilities | $ (2,012,100) | $ (7,282,200) |
Income Taxes (Details 3)
Income Taxes (Details 3) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Balance, beginning | $ 85,400 | $ 0 |
Additions for prior years' tax positions | 9,000 | 85,400 |
Balance, ending | $ 94,400 | $ 85,400 |
Computation of Loss Per Share_2
Computation of Loss Per Share (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Loss per share: | ||
Net loss | $ (16,658,500) | $ (8,081,200) |
Weighted average shares outstanding for the period | 1,545,884 | 1,449,261 |
Basic loss per share | $ (10.78) | $ (5.58) |
Diluted loss per share | $ (10.78) | $ (5.58) |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Related Party Transactions [Abstract] | ||
Mangement fees incurred | $ 0 | $ 4,482,800 |
Acquisition fees | $ 0 | $ 494,400 |