During the years ended December 31, 2016 and 2015, the Company paid interest totaling $4,581,400 and $5,037,900, respectively. During the years ended December 31, 2016 and 2015, the Company paid income taxes totaling $800 and $25,800, respectively.
Notes to Consolidated Financial Statements
December 31, 2016
1.
Organization and Summary of Significant Accounting Policies
(a)
The Company and Basis of Presentation
AeroCentury Corp., a Delaware corporation incorporated in 1997, typically acquires used regional aircraft and engines for lease to foreign and domestic regional carriers.
In August 2016, AeroCentury Corp. 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 financing separate from the parent's credit facility. Financial information for AeroCentury Corp., ACY 19002 and ACY 19003 (collectively, the "Company") 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.
In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.
All intercompany balances and transactions have been eliminated in consolidation. Certain prior year's amounts have been reclassified to conform to the current year's presentation. These changes did not impact the previously report revenue, net income, stockholders' equity or cash flows.
(b)
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 assets, the amount and timing of cash flows associated with each asset that are used to evaluate whether assets are impaired, accrued maintenance costs, accounting for income taxes, and the amounts recorded as allowances for doubtful accounts.
(c)
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.
(d)
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.
(e)
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
The carrying amount of the Company's money market funds included in cash and cash equivalents was $1,348,100 and $1,946,600 at December 31, 2016 and December 31, 2015, respectively. The fair value of the Company's money market funds would be categorized as Level 1 under the GAAP fair value hierarchy.
As of December 31, 2016 and December 31, 2015, there were no liabilities that were required to be measured and recorded at fair value on a recurring basis.
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 assets held for sale, by reference to independent appraisals, quoted market prices (e.g., offers to purchase) and other factors. 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.
Assets held for lease
The Company recorded impairment charges on its assets held for lease of $905,600 and $147,500 in 2016 and 2015, respectively.
Assets held for sale
During 2016, the Company recorded impairment charges of $321,200 on three assets prior to their sale during the year. During 2015, the Company recorded impairment charges of $1,134,800, related to five of its assets held for sale. The fair values of such assets as of December 31, 2015 were $3,689,100. The fair value of such assets would be categorized as Level 3 under the GAAP fair value hierarchy.
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 its credit facility (the "Credit Facility") and notes payable under special purpose financing. The fair value of accounts receivable, finance leases receivable, accounts payable and the Company's maintenance reserves and accrued maintenance costs approximates the carrying value of these financial instruments.
Borrowings under the Company's 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 Credit Facility approximates current market rates for such indebtedness at the balance sheet date, and therefore that the outstanding principal and accrued interest of $110,183,600 and $110,435,600 at December 31, 2016 and December 31, 2015, respectively, approximate their fair values on such dates. The fair value of the Company's outstanding balance of its Credit Facility would be categorized as Level 3 under the GAAP fair value hierarchy.
The amounts payable under the Company's special purpose financing are payable through the fourth quarter of 2020 and bear a fixed rate of interest, as described in Note 6(b) to the consolidated financial statements. The outstanding balance of such financing approximates the fair value of such notes at December 31, 2016. Such fair value would be categorized as Level 3 under the GAAP fair value hierarchy.
(f)
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
(e) Fair Value Measurements
above, the Company recorded impairment provisions totaling $1,226,800 and $1,282,300 in 2016 and 2015, respectively.
(g)
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 Company's Credit Facility are deferred and amortized using the straight-line method. Commitment fees for unused funds are expensed as incurred.
(h)
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.
(i)
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.
The Company accrues non-income based sales, use, value added and franchise taxes as other tax expense in the statements of operations.
(j)
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 no allowance for doubtful accounts at December 31, 2016 and 2015.
(k)
Comprehensive Income
The Company does not have any comprehensive income other than the revenue and expense items included in the statements of operations. As a result, comprehensive income equals net income for the years ended December 31, 2016 and 2015.
(l)
Finance Leases
As of December 31, 2016, the Company had five aircraft finance leases that contain lessee purchase options at prices substantially below the assets' estimated residual values at the exercise date for the options. Consequently, the Company considers the purchase options to be bargain purchase options and has classified the leases as sales-type finance leases for financial accounting purposes. 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 sales-type finance leases, the Company recognizes as a gain or loss the amount equal to (i) the net book value of the aircraft less (ii) the net investment in sales-type finance leases plus any initial direct costs and lease incentives.
The Company recognized interest earned on finance leases as "finance lease revenue" in the amount of $868,100 and $489,700 in 2016 and 2015, respectively.
(m)
Maintenance Reserves and Accrued Maintenance Costs
Maintenance costs under the Company's triple net leases are generally the responsibility of the lessees. Most 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.
(n)
Recent Accounting Pronouncements
In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2014-09 that created the new Topic 606 ("Topic 606") in the Accounting Standards Codification ("ASC"). Topic 606 also included numerous conforming additions and amendments to other Topics within the ASC. Topic 606 established new rules that affect the amount and timing of revenue recognition for contracts with customers, but does not affect lease accounting and reporting. As such, adoption of these provisions will not affect the Company's lease revenues but may affect the reporting of other of the Company's revenues. On August 12, 2015, the FASB deferred the effective date of the provisions included in Topic 606 to years commencing after December 15, 2017. Topic 606 can be adopted early for years commencing after December 15, 2016, and may be reflected using either a full retrospective method or a simplified method that does not recast prior periods but does disclose the effect of the adoption on the current period consolidated financial statements. The Company has not yet determined either the potential impact on its consolidated financial statements or the method it will elect to use in connection with the adoption of the changes included in Topic 606.
In August 2014, the FASB issued ASU 2014-15, "Presentation of Financial Statements - Going Concern," which added Subtopic 205-40 to the ASC ("Subtopic 205-40"). Subtopic 205-40 requires management to determine whether substantial doubt exists concerning the reporting entity's ability to continue as a going concern, in which case certain disclosures will be required. Subtopic 205-40 affects financial statement presentation but not methods of accounting, and is effective on a prospective basis for annual periods ending after December 15, 2016 and each reporting period thereafter, although early adoption is permitted. The Company
adopted this standard in 2016 and it did not have a material impact on the consolidated financial statements.
In January 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-01,
Financial Instruments - Overall - Recognition and Measurement of Financial Assets and Financial Liabilities
, which added and amended several ASC Subtopics ("ASU 2016-01"). ASU 2016-01 affects recognition, measurement and disclosures concerning financial instruments, including changes to (i) accounting for equity investments, (ii) accounting for financial liabilities accounted for under the fair value option, (iii) measurement of fair value of financial assets and liabilities based on the exit price notion in ASC 820, and (iv) presentation and disclosure requirements for financial instruments. ASU 2016-01 is effective on a prospective basis for annual periods beginning after December 15, 2017 and each reporting period thereafter. The Company does not have any equity investments or financial liabilities accounted for under the fair value option, and does not anticipate acquiring or incurring any in the foreseeable future. The Company has not yet determined the impact of adopting ASU 2016-01 with respect to whether application of the exit price notion to measurement of the fair value of its receivables and liabilities will alter the future amount disclosed in its consolidated financial statements, but it does not believe that adoption of the provisions of ASU 2016-01 will have a substantial effect on its balance sheet or statement of operations.
In February 2016, the FASB issued ASU 2016-02,
Leases (Topic 842)
("ASU 2016-02"). ASU 2016-02 is effective for public companies for years beginning after December 15, 2018, although early adoption is permitted. ASU 2016-02 substantially modifies lessee accounting for leases, requiring that lessees recognize lease assets and liabilities for leases extending beyond one year. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement.
The new standard requires a lessor to classify leases as sales-type, finance or operating. A lease will be treated as a sale 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 financing. If the lessor does not convey risks and rewards or control, an operating lease results. A modified retrospective transition approach is required for lessors for sales-type, direct financing, and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available.
The Company has reviewed those agreements under which it is the lessor, and believes that the accounting for its existing operating and sales-type leases will not be affected by adoption of Topic 842, nor does it expect classification of its future leases to be significantly affected by adoption. The Company does expect that certain pre-lease costs that are currently capitalized and amortized over operating lease terms or offset against gain on sale in sales-type leases will instead be expensed when incurred under the new standards, but since such future amounts will be based on future facts and circumstances, the Company cannot determine the future effect of such requirement. The Company does not expect to adopt Topic 842 early, and does expect to elect practical expedients in connection with its adoption, including not re-evaluating lease classification or capitalized initial direct costs on existing leases.
The Company is not an obligor under any agreements that would be considered leases under Topic 842, and so would be unaffected with respect to adoption of such Topic with respect to lessee accounting.
In June 2016, the FASB issued ASU 2016-13,
Financial Instruments -- Credit Losses (Topic 326)
("ASU 2016-13"), which will modify accounting for credit losses on most financial assets measured at amortized cost, including net investment in leases. Unlike current accounting, which delays credit loss recognition until a probable loss is incurred, the new model will use a current expected credit loss ("CECL") model that will estimate future credit losses over the entire term of the financial instrument. As such, it is generally expected that adoption of the CECL model will result in earlier recognition of credit losses than current GAAP. The Company will be required to adopt ASU 2016-13 for its yearly and interim periods beginning after December 15, 2019, although adoption in the preceding year and periods is permitted. The Company has not yet estimated the impact of adoption of this standard on its consolidated financial statements.
In August 2016, the FASB issued ASU 2016-15,
Statement of Cash Flows (Topic 230)
("ASU 2016-15"), which is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. ASU 2016-15 addresses how the following cash transactions are presented: (1) debt prepayment or debt extinguishment costs; (2) settlement of zero-coupon debt instruments; (3) contingent consideration payments made after a business combination; (4) proceeds from the settlement of insurance claims; (5) proceeds from the settlement of corporate-owned life insurance policies, including bank-owned life insurance policies; (6) distributions received from equity method investments; and (7) beneficial interests in securitization transactions. It also addresses how to present cash flows with aspects of multiple classifications. ASU 2016-15 is effective for financial statements issued for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, provided that all of the amendments are adopted in the same period. The Company has not yet estimated the impact of adoption of this standard on its consolidated financial statements.
2.
Finance Leases Receivable
During 2016, the Company leased three turboprop aircraft pursuant to sales-type finance leases and recorded related gains totaling $1,208,100. The Company also recorded gains totaling $8,600 related to the lessee's exercise of its purchase options under two sales-type finance leases. During 2015, the Company leased three turboprop aircraft pursuant to sales-type finance leases and recorded related gains totaling $4,262,800. The Company also amended and extended the leases for two aircraft that had been subject to operating leases, which were reclassified as sales-type finance leases, for which the Company recorded gains totaling $916,400 during 2015.
At December 31, 2016 and December 31, 2015, the net investment included in sales-type finance leases receivable were as follows:
|
|
December 31
,
2016
|
|
|
December 31,
2015
|
|
Gross minimum lease payments receivable
|
|
$
|
20,829,200
|
|
|
$
|
14,074,500
|
|
Less unearned interest
|
|
|
(3,360,900
|
)
|
|
|
(2,178,900
|
)
|
Finance leases receivable
|
|
$
|
17,468,300
|
|
|
$
|
11,895,600
|
|
As of December 31, 2016, minimum future payments receivable under sales-type finance leases were as follows:
Years ending
|
|
|
|
|
|
|
|
2017
|
|
$
|
3,459,600
|
|
2018
|
|
|
3,663,600
|
|
2019
|
|
|
4,939,600
|
|
2020
|
|
|
2,727,600
|
|
2021
|
|
|
3,660,800
|
|
Thereafter
|
|
|
2,378,000
|
|
|
|
$
|
20,829,200
|
|
3.
Aircraft and Aircraft Engines Held for Lease or Sale
(a)
Assets Held for Lease
At December 31, 2016 and December 31, 2015, the Company's aircraft and aircraft engines held for lease consisted of the following:
|
|
December 31, 2016
|
|
|
December 31
, 2015
|
|
Type
|
|
Number
owned
|
|
|
% of net book value
|
|
|
Number
owned
|
|
|
% of net book value
|
|
Turboprop aircraft
|
|
|
12
|
|
|
|
23
|
%
|
|
|
16
|
|
|
|
45
|
%
|
Regional jet aircraft
|
|
|
12
|
|
|
|
73
|
%
|
|
|
8
|
|
|
|
49
|
%
|
Engines
|
|
|
4
|
|
|
|
4
|
%
|
|
|
5
|
|
|
|
6
|
%
|
During 2016 and 2015, the Company used cash of $54,357,600 and $1,333,700, respectively, for the purchase and capital improvement of aircraft and engines. At the time of purchase, the Company received $17,179,300 of maintenance reserves related to two aircraft; such reserves are reflected as a deduction in the amount of cash used for purchases and related acquisition costs in the investing activities section of the Company's statement of cash flows for the year ended December 31, 2016.
In April 2016, one of the Company's turboprop aircraft was involved in an accident and was declared a total loss by the lessee's insurer. The Company received insurance proceeds of $17,640,000 in May 2016 and recorded a gain of $2,146,500. In 2015, the Company accrued a receivable for $1,246,700 of insurance proceeds related to damage sustained on another aircraft in 2015 and received the proceeds in 2016.
During 2015, the Company recorded net gains totaling $5,713,600 from the sale of two turboprop aircraft.
During 2016, the Company extended the leases for six of its assets held for lease. The Company also leased two assets that had been off lease at December 31, 2015 and an aircraft that was returned during 2016.
Six of the Company's assets held for lease, comprised of four turboprop aircraft and two engines, were off lease at December 31, 2016, representing 7% of the net book value of the Company's aircraft and engines held for lease. As discussed in Note 13, the Company sold one of the turboprop aircraft under a sales-type finance lease in January 2017. As discussed in Note 13, the Company has a signed lease and deposit for another of the turboprop aircraft and expects to deliver the aircraft during the first quarter of 2017.
As of December 31, 2016, minimum future lease revenue payments receivable under noncancelable operating leases were as follows:
Years ending
|
|
|
|
|
|
|
|
2017
|
|
$
|
26,505,700
|
|
2018
|
|
|
22,727,900
|
|
2019
|
|
|
22,299,700
|
|
2020
|
|
|
19,665,200
|
|
2021
|
|
|
12,343,000
|
|
Thereafter
|
|
|
30,908,100
|
|
|
|
$
|
134,449,600
|
|
(b)
Assets Held for Sale
Assets held for sale at December 31, 2016 consist of a turboprop aircraft and three turboprop airframes being sold in parts.
During 2016 and 2015, the Company received $175,300 and $313,800, respectively, from the sale of parts belonging to the airframes, which proceeds reduced the airframe's carrying values. During 2016, the Company received an amount in excess of the carrying value for one of the airframes, and recorded a gain of $3,100.
During 2016, the Company sold four regional aircraft that had been held for sale at December 31, 2015, as well as a spare engine that had been written down by $246,200 to its net sales price and classified as held for sale. The Company recorded impairment charges totaling $75,000 for two of the aircraft, based on a reduced sale price.
During 2015, the Company sold a turboprop aircraft and a regional jet aircraft that had been held for sale at December 31, 2014 and recorded gains totaling $1,077,100.
4.
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 17% and 16% of the Company's operating lease revenue was derived from lessees domiciled in the United States during 2016 and 2015, respectively. All revenues relating to aircraft leased and operated internationally are denominated and payable in U.S. dollars.
The tables below set forth geographic information about the Company's operating lease revenue for leased aircraft and aircraft equipment, grouped by domicile of the lessee:
|
|
For the Years Ended December 31,
|
|
Operating Lease Revenue
|
|
2016
|
|
|
2015
|
|
|
|
|
|
|
|
|
Europe and United Kingdom
|
|
$
|
9,999,900
|
|
|
$
|
7,181,600
|
|
North America
|
|
|
6,840,500
|
|
|
|
6,519,100
|
|
Africa
|
|
|
4,430,300
|
|
|
|
5,096,300
|
|
Asia
|
|
|
1,800,400
|
|
|
|
3,783,000
|
|
Australia
|
|
|
1,140,000
|
|
|
|
1,097,000
|
|
Central and South America
|
|
|
253,400
|
|
|
|
1,790,200
|
|
|
|
$
|
24,464,500
|
|
|
$
|
25,467,200
|
|
|
|
December 31,
|
|
Net Book Value of Aircraft and Aircraft Engines Held for Lease
|
|
2016
|
|
|
2015
|
|
|
|
|
|
|
|
|
Europe and United Kingdom
|
|
$
|
105,088,300
|
|
|
$
|
44,368,100
|
|
North America
|
|
|
42,824,300
|
|
|
|
42,162,900
|
|
Africa
|
|
|
21,724.400
|
|
|
|
27,234,800
|
|
Off lease
|
|
|
13,113,200
|
|
|
|
7,443,200
|
|
Asia
|
|
|
6,463,700
|
|
|
|
27,132,800
|
|
Australia
|
|
|
3,585,900
|
|
|
|
4,376,300
|
|
Central and South America
|
|
|
-
|
|
|
|
2,540,000
|
|
|
|
$
|
192,799,800
|
|
|
$
|
155,258,100
|
|
5.
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, 2016 the Company had three significant customers, which individually accounted for 21%, 17% and 17%, respectively, of lease revenue. For the year ended December 31, 2015 the Company had three significant customers, which individually accounted for 17%, 16% and 15%, respectively, of lease revenue.
At December 31, 2016, the Company had receivables from two customers totaling $2,663,400 representing 78% of the Company's total accounts receivable. In early 2017, the Company received payments totaling $1,356,000 related to these receivables.
At December 31, 2015, the Company had a receivable of $1,201,800 for an approved insurance claim related to one of the Company's turboprop aircraft that was held for sale. The Company received the insurance proceeds in early 2016. At December 31, 2015, the Company also had receivables from three customers totaling $2,719,700 representing 51% of the Company's total accounts receivable. During 2016, the Company received payments totaling $1,820,300 related to these receivables. The Company reversed accruals in the amount of $247,100 for maintenance reserves that had not been recorded as income and wrote off the remaining $652,300 as bad debt expense.
6.
Notes Payable and Accrued Interest
At December 31, 2016 and December 31, 2015, the Company's notes payable and accrued interest consisted of the following:
|
|
December 31
,
2016
|
|
|
December 31
,
2015
|
|
Credit Facility:
|
|
|
|
|
|
|
Principal
|
|
$
|
110,100,000
|
|
|
$
|
110,400,000
|
|
Unamortized debt issuance costs
|
|
|
(1,999,900
|
)
|
|
|
(2,814,000
|
)
|
Accrued interest
|
|
|
83,600
|
|
|
|
35,600
|
|
Special purpose financing:
|
|
|
|
|
|
|
|
|
Principal
|
|
|
17,623,600
|
|
|
|
-
|
|
Accrued interest
|
|
|
30,600
|
|
|
|
-
|
|
|
|
$
|
125,837,900
|
|
|
$
|
107,621,600
|
|
(a)
Credit facility
The Company's $150 million Credit Facility is provided by a syndicate of banks and is secured by all of the assets of the Company, including its aircraft and engine portfolio. The Credit Facility, which expires on May 31, 2019, can be expanded to a maximum of $180 million. The Company was in compliance with all covenants under the Credit Facility at December 31, 2016 and December 31, 2015.
The unused amount of the Credit Facility was $39,900,000 and $39,600,000 as of December 31, 2016 and December 31, 2015, respectively.
The weighted average interest rate on the Credit Facility was 4.15% and 3.80% at December 31, 2016 and
December
31, 2015, respectively.
(b)
Special purpose financing
In August 2016, the Company acquired two regional jet aircraft using cash and financing separate from its Credit Facility. The financing resulted in note obligations of $9,805,600 and $9,804,300, which are being paid from a portion of the rent payments on the related aircraft leases through October 3, 2020 and November 7, 2020, respectively, and which bear interest at the rate of 4.455%. The borrower under each note obligation is the special purpose entity that owns each aircraft. The notes are collateralized by the aircraft and are recourse only to the special purpose entity borrower and its aircraft asset, subject to standard exceptions for this type of financing. Payments due under the notes consist of quarterly principal and interest. The combined balance of the notes payable and accrued interest on these notes at December 31, 2016 was $17,654,200.
7.
Contingencies
In the ordinary conduct of the Company's business, the Company is 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.
8.
Stockholder Rights Plan
In December 2009, the Company's Board of Directors adopted a stockholder rights plan granting a dividend of one stock purchase right for each share of the Company's common stock outstanding as of December 18, 2009 and the Company entered into a rights agreement dated December 1, 2009 in connection therewith. The rights become exercisable only upon the occurrence of certain events specified in the rights agreement, including the acquisition of 15% of the Company's outstanding common stock by a person or group in certain circumstances. Each right allows the holder, other than an "acquiring person," to purchase one one-hundredth of a share (a unit) of Series A Preferred Stock at an initial purchase price of $97.00 under circumstances described in the rights agreement. The purchase price, the number of units of preferred stock and the type of securities issuable upon exercise of the rights are subject to adjustment. The rights expire at the close of business December 1, 2019 unless earlier redeemed or exchanged. Until a right is exercised, the holder thereof, as such, has no rights as a stockholder of the Company, including the right to vote or to receive dividends.
9.
Income Taxes
The items comprising the income tax provision are as follows:
|
|
For the Years Ended December 31,
|
|
|
|
2016
|
|
|
2015
|
|
Current tax provision:
|
|
|
|
|
|
|
Federal
|
|
$
|
-
|
|
|
$
|
-
|
|
State
|
|
|
800
|
|
|
|
800
|
|
Foreign
|
|
|
123,200
|
|
|
|
-
|
|
Current tax provision
|
|
|
124,000
|
|
|
|
800
|
|
Deferred tax provision:
|
|
|
|
|
|
|
|
|
Federal
|
|
|
581,200
|
|
|
|
3,539,900
|
|
State
|
|
|
45,100
|
|
|
|
43,000
|
|
Deferred tax provision
|
|
|
626,300
|
|
|
|
3,582,900
|
|
Total income tax provision
|
|
$
|
750,300
|
|
|
$
|
3,583,700
|
|
Total income tax expense 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,
|
|
|
|
2016
|
|
|
2015
|
|
|
|
|
|
|
|
|
Income tax provision at statutory federal income tax rate
|
|
$
|
670,500
|
|
|
$
|
3,407,200
|
|
State tax provision, net of federal benefit
|
|
|
45,200
|
|
|
|
44,300
|
|
Non-deductible expenses
|
|
|
34,600
|
|
|
|
-
|
|
Prior year withholding tax adjustment
|
|
|
-
|
|
|
|
132,200
|
|
Total income tax provision
|
|
$
|
750,300
|
|
|
$
|
3,583,700
|
|
Temporary differences and carry-forwards that give rise to a significant portion of deferred tax assets and liabilities as of December 31, 2016 and 2015 were as follows:
|
|
December 31,
|
|
|
|
2016
|
|
|
2015
|
|
Deferred tax assets:
|
|
|
|
|
|
|
Maintenance reserves
|
|
$
|
6,846,800
|
|
|
$
|
1,121,600
|
|
Current and prior year tax losses
|
|
|
4,016,000
|
|
|
|
313,200
|
|
Foreign tax credit
|
|
|
77,700
|
|
|
|
-
|
|
Alternative minimum tax credit
|
|
|
45,500
|
|
|
|
45,500
|
|
Deferred maintenance, bad debt allowance and other
|
|
|
62,100
|
|
|
|
34,700
|
|
Deferred tax assets
|
|
|
11,048,100
|
|
|
|
1,515,000
|
|
Deferred tax liabilities:
|
|
|
|
|
|
|
|
|
Accumulated depreciation on aircraft and aircraft engines
|
|
|
(23,012,800
|
)
|
|
|
(12,965,900
|
)
|
Deferred income
|
|
|
(865,800
|
)
|
|
|
(753,300
|
)
|
Net deferred tax liabilities
|
|
$
|
(12,830,500
|
)
|
|
$
|
(12,204,200
|
)
|
The current year federal operating loss carryovers of approximately $11 million will be available to offset taxable income in future years through 2036. The current year state operating loss carryovers of approximately $80,000 will be available to offset taxable income in future years through 2036. The Company expects to utilize the net operating loss carryovers remaining at December 31, 2016 in future years.
During the year ended December 31, 2016, the Company had pre-tax income from domestic sources of approximately $1.6 million and pre-tax income from foreign sources of approximately $388,000. The Company had no pre-tax income from foreign sources during the year ended December 31, 2015.
The foreign tax credit carryover will be available to offset federal tax expense in future years through 2026. The alternative minimum tax credit will be available to offset federal tax expense in excess of the alternative minimum tax in future years and does not expire.
At December 31, 2016 and December 31, 2015, the Company had no material uncertain tax positions.
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.
10.
Computation of Earnings Per Share
Basic and diluted earnings per share are calculated as follows:
|
|
For the Years Ended
December
31,
|
|
|
|
2016
|
|
|
2015
|
|
Net income
|
|
$
|
1,221,700
|
|
|
$
|
6,437,600
|
|
Weighted average shares outstanding for the period
|
|
|
1,566,699
|
|
|
|
1,544,285
|
|
Dilutive effect of warrants
|
|
|
-
|
|
|
|
-
|
|
Weighted average diluted shares used in calculation
of diluted earnings per share
|
|
|
1,566,699
|
|
|
|
1,544,285
|
|
Basic earnings per share
|
|
$
|
0.78
|
|
|
$
|
4.17
|
|
Diluted earnings per share
|
|
$
|
0.78
|
|
|
$
|
4.17
|
|
Basic earnings per common share is computed using net income and the weighted average number of common shares outstanding during the period. Diluted earnings per common share are computed using net 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. Potentially dilutive common shares include the assumed exercise of warrants using the treasury stock method. As discussed in Note 12, the warrants were exercised on December 16, 2015 and 23,442 shares of Common Stock were issued to the warrantholders.
11
.
Related Party Transactions
The Company's portfolio of leased aircraft assets is managed and administered under the terms of a management agreement with JetFleet Management Corp. ("JMC"), which is an integrated aircraft management, marketing and financing business and a subsidiary of JetFleet Holding Corp. ("JHC"). Certain officers of the Company are also officers of JHC and JMC and hold significant ownership positions in both JHC and the Company.
Under the management agreement, JMC receives a monthly management fee based on the net asset value of the assets under management. JMC also receives an acquisition fee for locating assets for the Company. Acquisition fees are included in the cost basis of the asset purchased. JMC may receive a remarketing fee in connection with the re-lease or sale of the Company's assets. Remarketing fees are amortized over the applicable lease term or included in the gain or loss on sale.
Fees incurred during 2016 and 2015 were as follows:
|
|
For the Years Ended
December
31,
|
|
|
|
2016
|
|
|
2015
|
|
Management fees
|
|
$
|
5,204,500
|
|
|
$
|
5,581,400
|
|
Acquisition fees
|
|
|
1,124,200
|
|
|
|
-
|
|
Remarketing fees
|
|
|
284,500
|
|
|
|
871,600
|
|
12.
Warrants
As part of a previous subordinated debt financing, which was fully repaid in December 2011, the Company issued warrants to purchase up to 81,224 shares of the Company's common stock at $8.75 per share. The warrants were exercised on December 16, 2015 on a "cashless" basis, resulting in the issuance on that date of 23,442 net shares of Common Stock to the exercising holders of the warrants.
13.
Subsequent Events
In January 2017, the Company sold, pursuant to a sales-type finance lease, a turboprop aircraft that was off lease at December 31, 2016 and recorded a gain of $297,400.
In February 2017, the Company signed a lease and received a deposit for one of its turboprop aircraft that was off lease at December 31, 2016 and expects to deliver the aircraft during the first quarter of 2017.