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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 12/20/19 Aar Corp 10-Q 11/30/19 70:7.3M Toppan Merrill/FA |
Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report HTML 1.07M
2: EX-31.1 Certification -- §302 - SOA'02 HTML 26K
3: EX-31.2 Certification -- §302 - SOA'02 HTML 26K
4: EX-32.1 Certification -- §906 - SOA'02 HTML 23K
5: EX-32.2 Certification -- §906 - SOA'02 HTML 24K
64: R1 Document and Entity Information HTML 74K
27: R2 Condensed Consolidated Balance Sheets HTML 125K
21: R3 Condensed Consolidated Balance Sheets HTML 45K
(Parenthetical)
44: R4 Condensed Consolidated Statements of Income HTML 103K
68: R5 Condensed Consolidated Statements of Comprehensive HTML 43K
Income
30: R6 Condensed Consolidated Statements of Comprehensive HTML 23K
Income (Parenthetical)
24: R7 Condensed Consolidated Statements of Cash Flows HTML 128K
40: R8 Condensed Consolidated Statements of Changes in HTML 69K
Equity
69: R9 Basis of Presentation HTML 60K
16: R10 Discontinued Operations HTML 73K
36: R11 Revenue Recognition HTML 149K
57: R12 Accounts Receivable HTML 41K
50: R13 Accounting for Stock-Based Compensation HTML 29K
15: R14 Inventory HTML 33K
35: R15 Supplemental Cash Flow Information HTML 32K
56: R16 Sale of Receivables HTML 25K
49: R17 Financing Arrangements HTML 40K
17: R18 Leases HTML 70K
34: R19 Investment in Joint Ventures HTML 23K
63: R20 Earnings per Share HTML 97K
38: R21 Accumulated Other Comprehensive Loss HTML 89K
20: R22 Business Segment Information HTML 98K
26: R23 Legal Proceedings HTML 26K
62: R24 Basis of Presentation (Tables) HTML 52K
37: R25 Discontinued Operations (Tables) HTML 71K
18: R26 Revenue Recognition (Tables) HTML 139K
25: R27 Accounts Receivable (Tables) HTML 40K
61: R28 Accounting for Stock-Based Compensation (Tables) HTML 26K
39: R29 Inventory (Tables) HTML 34K
52: R30 Supplemental Cash Flow Information (Tables) HTML 31K
58: R31 Financing Arrangements (Tables) HTML 39K
32: R32 Leases (Tables) HTML 70K
13: R33 Earnings per Share (Tables) HTML 94K
53: R34 Accumulated Other Comprehensive Loss (Tables) HTML 88K
59: R35 Business Segment Information (Tables) HTML 97K
33: R36 Basis of Presentation (Details) HTML 69K
14: R37 Discontinued Operations (Details) HTML 100K
51: R38 Revenue Recognition (Details) HTML 33K
60: R39 Revenue Recognition - Contract Assets and HTML 67K
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42: R40 Revenue recognition - Disaggregation of Revenue HTML 46K
(Details)
65: R41 Accounts Receivable (Details) HTML 36K
28: R42 Accounting for Stock-Based Compensation (Details) HTML 67K
22: R43 Inventory (Details) HTML 32K
43: R44 Supplemental Cash Flow Information (Details) HTML 28K
66: R45 Sale of Receivables (Details) HTML 38K
29: R46 Financing Arrangements (Details) HTML 60K
23: R47 Leases (Details) HTML 29K
41: R48 Leases - Maturities (Details) HTML 44K
70: R49 Leases - Operating lease cost prior to the HTML 40K
adoption of ASC 842 (Details)
55: R50 Leases - Supplemental cash flow information HTML 30K
(Details)
46: R51 Investment in Joint Ventures (Details) HTML 28K
12: R52 Earnings per Share (Details) HTML 86K
31: R53 Accumulated Other Comprehensive Loss (Details) HTML 44K
54: R54 Business Segment Information - Sales and Gross HTML 33K
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM i 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended i November 30, 2019
or
i ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File No. i 1-6263
i AAR CORP.
(Exact name of registrant as specified in its charter)
| | |
i Delaware |
| i 36-2334820 |
(State
or other jurisdiction of incorporation | | (I.R.S. Employer Identification No.) |
i One
AAR Place, 1100 N. Wood Dale Road |
| i 60191 |
(Address of principal executive offices) | | (Zip Code) |
( i 630) i 227-2000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| | | | |
Title of Each Class | | Trading Symbol(s) | | Name of Each Exchange on Which Registered |
i Common Stock, $1.00 par value | | i AIR | | New York Stock Exchange |
| | | | Chicago Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. i Yes ⌧ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). i Yes ⌧ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
i Large accelerated filer ⌧ | Accelerated filer ☐ | Non-accelerated filer ☐ | Smaller reporting company i ☐ | Emerging growth company i ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes i ☐ No ⌧
As of November 30, 2019 there were i 34,913,642 shares of the registrant’s Common Stock, $1.00 par value per share, outstanding.
AAR CORP. and Subsidiaries
Quarterly Report on Form 10-Q
For the Quarter Ended November 30, 2019
| | |
| | Page |
| ||
| ||
| 3 | |
| 5 | |
| 6 | |
| 7 | |
| 8 | |
| 9 | |
Management’s Discussion and Analysis of Financial Condition and Results of Operations | 24 | |
28 | ||
29 | ||
| | |
| ||
29 | ||
30 | ||
30 | ||
31 | ||
| | |
31 | ||
32 | ||
2
PART I – FINANCIAL INFORMATION
Item 1 – Financial Statements
AAR CORP. and Subsidiaries
Condensed Consolidated Balance Sheets
As of November 30, 2019 and May 31, 2019
(In millions, except share data)
ASSETS
| | | | | | |
|
| November 30, |
| |||
| | 2019 | | 2019 | ||
| | (Unaudited) | | | | |
Current assets: | | | | | | |
Cash and cash equivalents | | $ | i 38.2 | | $ | i 21.3 |
Restricted cash | | | i 14.5 | | | i 19.8 |
Accounts receivable, less allowances of $ i 17.5 and $ i 16.0, respectively | |
| i 208.5 | |
| i 197.8 |
Contract assets | | | i 62.2 | | | i 59.2 |
Inventories | |
| i 580.4 | |
| i 523.7 |
Rotable assets and equipment on or available for short-term lease | |
| i 69.1 | |
| i 65.3 |
Assets of discontinued operations | | | i 27.4 | | | i 29.2 |
Other current assets | |
| i 71.9 | |
| i 36.2 |
Total current assets | |
| i 1,072.2 | |
| i 952.5 |
| | | | | | |
Property, plant and equipment, net of accumulated depreciation of $ i 240.4 and $ i 231.8 respectively | |
| i 134.3 | |
| i 132.8 |
| | | | | | |
Other assets: | | | | | | |
Goodwill | |
| i 116.8 | |
| i 116.2 |
Intangible assets, net of accumulated amortization of $ i 17.8 and $ i 30.3, respectively | |
| i 12.6 | |
| i 22.2 |
Operating lease right-of-use assets, net | | | i 103.8 | | | — |
Rotable assets supporting long-term programs | |
| i 225.6 | |
| i 216.0 |
Other non-current assets | |
| i 89.6 | |
| i 77.5 |
| |
| i 548.4 | |
| i 431.9 |
| | $ | i 1,754.9 | | $ | i 1,517.2 |
The accompanying Notes to Condensed Consolidated Financial
Statements are an integral part of these statements.
3
AAR CORP. and Subsidiaries
Condensed Consolidated Balance Sheets
As of November 30, 2019 and May 31, 2019
(In millions, except share data)
LIABILITIES AND EQUITY
| | | | | | |
|
| November 30, |
| |||
| | 2019 | | 2019 | ||
| | (Unaudited) | | | | |
Current liabilities: | | | | | | |
Accounts payable | | $ | i 231.4 | | $ | i 187.8 |
Accrued liabilities | | | i 133.2 | | | i 140.5 |
Liabilities of discontinued operations | |
| i 41.9 | |
| i 29.2 |
Total current liabilities | |
| i 406.5 | |
| i 357.5 |
| | | | | | |
Long-term debt | |
| i 196.1 | |
| i 141.7 |
Operating lease liabilities | | | i 84.0 | | | — |
Deferred revenue on long-term contracts | | | i 122.5 | | | i 83.8 |
Other liabilities | |
| i 24.1 | |
| i 28.3 |
| |
| i 426.7 | |
| i 253.8 |
| | | | | | |
Equity: | | | | | | |
Preferred stock, $ i i 1.00 / par value, authorized i i 250,000 / shares; i i none / issued | | | — | |
| — |
Common stock, $ i i 1.00 / par value, authorized i i 100,000,000 / shares; issued i i 45,300,786 / shares at cost | |
| i 45.3 | |
| i 45.3 |
Capital surplus | |
| i 478.7 | |
| i 479.4 |
Retained earnings | |
| i 725.4 | |
| i 709.8 |
Treasury stock, i 10,387,144 and i 10,512,974 shares at cost, respectively | |
| ( i 287.7) | |
| ( i 287.7) |
Accumulated other comprehensive loss | |
| ( i 40.0) | |
| ( i 40.9) |
Total equity | |
| i 921.7 | |
| i 905.9 |
| | $ | i 1,754.9 | | $ | i 1,517.2 |
The accompanying Notes to Condensed Consolidated Financial
Statements are an integral part of these statements.
4
AAR CORP. and Subsidiaries
Condensed Consolidated Statements of Income
For the Three and Six Months Ended November 30, 2019 and 2018
(Unaudited)
(In millions, except share data)
| | | | | | | | | | | | |
| | Three Months Ended | | Six Months Ended | ||||||||
| | November 30, | | |||||||||
|
| 2019 |
| 2018 |
| 2019 |
| 2018 | ||||
Sales: | | | | | | | | | | | | |
Sales from products | | $ | i 293.0 | | $ | i 264.8 | | $ | i 568.1 | | $ | i 522.1 |
Sales from services | |
| i 267.9 | |
| i 228.5 | |
| i 534.3 | |
| i 437.5 |
| |
| i 560.9 | |
| i 493.3 | |
| i 1,102.4 | |
| i 959.6 |
Cost and operating expenses: | | | | | | | | | | | | |
Cost of products | |
| i 242.0 | |
| i 217.0 | |
| i 462.1 | |
| i 426.5 |
Cost of services | |
| i 233.0 | |
| i 198.0 | |
| i 472.8 | |
| i 383.6 |
Provision for doubtful accounts | | | i 0.7 | | | i 12.4 | | | i 1.4 | | | i 13.0 |
Selling, general and administrative | | | i 57.1 | | | i 49.1 | | | i 115.2 | | | i 97.3 |
| |
| i 532.8 | | | i 476.5 | | | i 1,051.5 | | | i 920.4 |
Operating income | |
| i 28.1 | |
| i 16.8 | |
| i 50.9 | |
| i 39.2 |
Other income (expense), net | | | ( i 0.2) | | | ( i 0.2) | | | ( i 0.4) | | | i 0.2 |
Interest expense | |
| ( i 1.9) | | | ( i 2.5) | | | ( i 4.1) | | | ( i 4.6) |
Interest income | | | i 0.1 | |
| i 0.1 | |
| i 0.2 | |
| i 0.6 |
Income from continuing operations before provision for income taxes | |
| i 26.1 | | | i 14.2 | | | i 46.6 | | | i 35.4 |
Provision for income taxes | |
| i 6.0 | |
| i 3.0 | |
| i 9.4 | |
| i 5.3 |
Income from continuing operations | | | i 20.1 | | | i 11.2 | | | i 37.2 | | | i 30.1 |
Loss from discontinued operations | |
| ( i 5.9) | |
| ( i 4.2) | |
| ( i 18.6) | |
| ( i 8.0) |
Net income | | $ | i 14.2 | | $ | i 7.0 | | $ | i 18.6 | | $ | i 22.1 |
| | | | | | | | | | | | |
Earnings per share - basic: | | | | | | | | | | | | |
Earnings from continuing operations | | $ | i 0.58 | | $ | i 0.32 | | $ | i 1.07 | | $ | i 0.87 |
Loss from discontinued operations | | | ( i 0.17) | | | ( i 0.12) | | | ( i 0.54) | | | ( i 0.23) |
Earnings per share - basic | | $ | i 0.41 | | $ | i 0.20 | | $ | i 0.53 | | $ | i 0.64 |
| | | | | | | | | | | | |
Earnings per share - diluted: | | | | | | | | | | | | |
Earnings from continuing operations | | $ | i 0.57 | | $ | i 0.32 | | $ | i 1.06 | | $ | i 0.85 |
Loss from discontinued operations | | | ( i 0.17) | | | ( i 0.12) | | | ( i 0.53) | | | ( i 0.23) |
Earnings per share - diluted | | $ | i 0.40 | | $ | i 0.20 | | $ | i 0.53 | | $ | i 0.62 |
| | | | | | | | | | | | |
The accompanying Notes to Condensed Consolidated Financial
Statements are an integral part of these statements.
5
AAR CORP. and Subsidiaries
Condensed Consolidated Statements of Comprehensive Income
For the Three and Six Months Ended November 30, 2019 and 2018
(Unaudited)
(In millions)
| | | | | | | | | | | | |
| | Three Months Ended | | Six Months Ended | ||||||||
| | November 30, | | |||||||||
|
| 2019 |
| 2018 |
| 2019 |
| 2018 | ||||
Net income | | $ | i 14.2 | | $ | i 7.0 | | $ | i 18.6 | | $ | i 22.1 |
Other comprehensive income (loss), net of tax expense (benefit): | | | | | | | | | | | | |
Currency translation adjustments | | | i 0.5 | | | ( i 0.6) | | | i 0.4 | | | ( i 1.1) |
Pension and other post-retirement plans: | | | | | | | | | | | | |
Amortization of actuarial loss and prior service cost included in net income, net of tax of $ i 0.1 and $ i 0.0 for the three months ended November 30, 2019 and 2018, respectively, and $ i 0.1 and $ i 0.1 for the six months ended November 30, 2019 and 2018, respectively | |
| i 0.3 | |
| i 0.2 | |
| i 0.5 | |
| i 0.5 |
Other comprehensive income (loss), net of tax | |
| i 0.8 | |
| ( i 0.4) | |
| i 0.9 | |
| ( i 0.6) |
Comprehensive income | | $ | i 15.0 | | $ | i 6.6 | | $ | i 19.5 | | $ | i 21.5 |
The accompanying Notes to Condensed Consolidated Financial
Statements are an integral part of these statements.
6
AAR CORP. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
For the Six Months Ended November 30, 2019 and 2018
(Unaudited)
(In millions)
| | | | | | |
| | Six Months Ended | ||||
| | |||||
|
| 2019 |
| 2018 | ||
Cash flows used in operating activities: | | | | | | |
Net income | | $ | i 18.6 | | $ | i 22.1 |
Less: Loss from discontinued operations | | | i 18.6 | | | i 8.0 |
Income from continuing operations | | | i 37.2 | | | i 30.1 |
Adjustments to reconcile income from continuing operations to net cash used in operating activities: | | | | | | |
Depreciation and intangible amortization | |
| i 21.8 | |
| i 20.5 |
Amortization of stock-based compensation | |
| i 7.1 | |
| i 5.2 |
Provision for doubtful accounts | | | i 1.4 | | | i 13.0 |
Deferred tax provision | |
| i 0.9 | |
| i 1.4 |
Changes in certain assets and liabilities: | | | | | | |
Accounts receivable | |
| ( i 11.0) | |
| ( i 52.1) |
Contract assets | | | ( i 2.8) | | | ( i 13.4) |
Inventories | |
| ( i 56.8) | |
| ( i 52.1) |
Rotable spares and equipment on or available for short-term lease | |
| ( i 3.9) | |
| i 6.6 |
Rotable assets supporting long-term programs | |
| ( i 19.1) | |
| ( i 26.7) |
Accounts payable | |
| i 42.5 | |
| i 35.4 |
Accrued and other liabilities | |
| ( i 17.9) | |
| ( i 29.7) |
Other | |
| ( i 9.6) | |
| i 20.6 |
Net cash used in operating activities – continuing operations | |
| ( i 10.2) | |
| ( i 41.2) |
Net cash provided from (used in) operating activities – discontinued operations | | | ( i 7.7) | | | i 5.7 |
Net cash used in operating activities | | | ( i 17.9) | | | ( i 35.5) |
Cash flows used in investing activities: | | | | | | |
Property, plant and equipment expenditures | |
| ( i 10.2) | |
| ( i 8.0) |
Payments for acquisitions | | | — | | | ( i 2.3) |
Other | |
| ( i 1.5) | |
| i 1.3 |
Net cash used in investing activities – continuing operations | |
| ( i 11.7) | |
| ( i 9.0) |
Net cash used in investing activities – discontinued operations | | | — | | | ( i 0.4) |
Net cash used in investing activities | | | ( i 11.7) | | | ( i 9.4) |
Cash flows provided from financing activities: | | | | | | |
Short-term borrowings, net | |
| i 55.0 | |
| i 67.0 |
Repayments on long-term borrowings | | | — | | | ( i 25.0) |
Cash dividends | |
| ( i 5.5) | |
| ( i 5.3) |
Purchase of treasury stock | | | ( i 4.1) | | | — |
Financing costs | | | ( i 1.3) | | | — |
Stock compensation activity | | | ( i 3.0) | | | i 8.2 |
Net cash provided from financing activities – continuing operations | |
| i 41.1 | |
| i 44.9 |
Net cash used in financing activities – discontinued operations | | | — | | | ( i 0.7) |
Net cash provided from financing activities | | | i 41.1 | | | i 44.2 |
Effect of exchange rate changes on cash | |
| i 0.1 | |
| ( i 0.2) |
Increase (Decrease) in cash and cash equivalents | |
| i 11.6 | |
| ( i 0.9) |
Cash, cash equivalents, and restricted cash at beginning of period | |
| i 41.1 | |
| i 41.6 |
Cash, cash equivalents, and restricted cash at end of period | | $ | i 52.7 | | $ | i 40.7 |
The accompanying Notes to Condensed Consolidated Financial
Statements are an integral part of these statements.
7
AAR CORP. and Subsidiaries
Condensed Consolidated Statements of Changes in Equity
For the Six Months Ended November 30, 2019 and 2018
(Unaudited)
(In millions)
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | Accumulated | | | | |
| | | | | | | | | | | | | | Other | | | | |
| | Common | | Capital | | Retained | | Treasury | | Comprehensive | | | | |||||
|
| Stock |
| Surplus |
| Earnings |
| Stock |
| Income (Loss) |
| Total Equity | ||||||
Balance, May 31, 2019 | | $ | i 45.3 | | $ | i 479.4 | | $ | i 709.8 | | $ | ( i 287.7) | | $ | ( i 40.9) | | $ | i 905.9 |
Cumulative effect adjustment upon adoption of ASC 842 on June 1, 2019 | | | — | | | — | | | i 2.5 | | | — | | | — | | | i 2.5 |
Net income | |
| — | |
| — | |
| i 4.4 | | | — | | | — | | | i 4.4 |
Cash dividends | |
| — | |
| — | |
| ( i 2.9) | | | — | | | — | | | ( i 2.9) |
Stock option activity | |
| — | |
| i 0.9 | |
| — | | | i 1.8 | | | — | | | i 2.7 |
Restricted stock activity | |
| — | |
| ( i 4.3) | |
| — | | | i 1.1 | | | — | | | ( i 3.2) |
Other comprehensive income, net of tax | |
| — | |
| — | |
| — | | | — | | | i 0.1 | | | i 0.1 |
Balance, August 31, 2019 | | $ | i 45.3 | | $ | i 476.0 | | $ | i 713.8 | | $ | ( i 284.8) | | $ | ( i 40.8) | | $ | i 909.5 |
Net income | | | — | | | — | | | i 14.2 | | | — | | | — | | | i 14.2 |
Cash dividends | | | — | | | — | | | ( i 2.6) | | | — | | | — | | | ( i 2.6) |
Stock option activity | | | — | | | i 0.9 | | | — | | | i 1.2 | | | — | | | i 2.1 |
Restricted stock activity | | | — | | | i 1.8 | | | — | | | — | | | — | | | i 1.8 |
Repurchase of shares | | | — | | | — | | | — | | | ( i 4.1) | | | — | | | ( i 4.1) |
Other comprehensive income, net of tax | | | — | | | — | | | — | | | — | | | i 0.8 | | | i 0.8 |
Balance, November 30, 2019 | | $ | i 45.3 | | $ | i 478.7 | | $ | i 725.4 | | $ | ( i 287.7) | | $ | ( i 40.0) | | $ | i 921.7 |
| | | | | | | | | | | | | | | | | | |
Balance, May 31, 2018 | | $ | i 45.3 | | $ | i 470.5 | | $ | i 733.2 | | $ | ( i 280.7) | | $ | ( i 32.0) | | $ | i 936.3 |
Cumulative effect adjustment upon adoption of ASC 606 on June 1, 2018 | | | — | | | — | | | ( i 20.4) | | | — | | | — | | | ( i 20.4) |
Net income | |
| — | |
| — | |
| i 15.1 | |
| — | |
| — | |
| i 15.1 |
Cash dividends | |
| — | |
| — | |
| ( i 2.7) | |
| — | |
| — | |
| ( i 2.7) |
Stock option activity | |
| — | |
| i 0.7 | |
| — | |
| i 2.2 | |
| — | |
| i 2.9 |
Restricted stock activity | |
| — | |
| ( i 1.4) | |
| — | |
| ( i 0.5) | |
| — | |
| ( i 1.9) |
Other comprehensive loss, net of tax | |
| — | |
| — | |
| — | |
| — | |
| ( i 0.2) | |
| ( i 0.2) |
Balance,August 31, 2018 | | $ | i 45.3 | | $ | i 469.8 | | $ | i 725.2 | | $ | ( i 279.0) | | $ | ( i 32.2) | | $ | i 929.1 |
Net income | |
| — | |
| — | |
| i 7.0 | |
| — | |
| — | |
| i 7.0 |
Cash dividends | |
| — | |
| — | |
| ( i 2.6) | |
| — | |
| — | |
| ( i 2.6) |
Stock option activity | |
| — | |
| i 0.9 | |
| — | |
| i 1.6 | |
| — | |
| i 2.5 |
Restricted stock activity | |
| — | |
| i 0.1 | |
| — | |
| ( i 0.1) | |
| — | |
| — |
Other comprehensive income, net of tax | |
| — | |
| — | |
| — | |
| — | |
| ( i 0.4) | |
| ( i 0.4) |
Balance,November 30, 2018 | | $ | i 45.3 | | $ | i 470.8 | | $ | i 729.6 | | $ | ( i 277.5) | | $ | ( i 32.6) | | $ | i 935.6 |
The accompanying Notes to Condensed Consolidated Financial
Statements are an integral part of these statements.
8
AAR CORP. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Dollars in millions, except per share amounts)
Note 1 – Basis of Presentation
AAR CORP. and its subsidiaries are referred to herein collectively as “AAR,” “Company,” “we,” “us,” and “our,” unless the context indicates otherwise. The accompanying Condensed Consolidated Financial Statements include the accounts of AAR and its subsidiaries after elimination of intercompany accounts and transactions.
We have prepared these statements without audit, pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). The Condensed Consolidated Balance Sheet as of May 31, 2019 has been derived from audited financial statements. To prepare the financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”), management has made a number of estimates and assumptions relating to the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities. Actual results could differ from those estimates. Certain information and note disclosures, normally included in comprehensive financial statements prepared in accordance with GAAP, have been condensed or omitted pursuant to such rules and regulations of the SEC. These Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and notes thereto included in our latest annual report on Form 10-K.
In the opinion of management, the condensed consolidated financial statements reflect all adjustments (which consist only of normal recurring adjustments) necessary to present fairly the Condensed Consolidated Balance Sheet of AAR CORP. and its subsidiaries as of November 30, 2019, the Condensed Consolidated Statements of Income and Condensed Consolidated Statements of Comprehensive Income for the three- and six-month periods ended November 30, 2019 and 2018, the Condensed Consolidated Statements of Cash Flows for the six-month periods ended November 30, 2019 and 2018, and the Condensed Consolidated Statement of Changes in Equity for the three- and six-month periods ended November 30, 2019 and 2018. The results of operations for such interim periods are not necessarily indicative of the results for the full year.
New Accounting Pronouncements Adopted
In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (“ASC 842”), which amended the existing accounting standards for lease accounting. ASC 842 requires lessees to recognize a right-of-use ("ROU") asset and lease liability on the balance sheet for most lease arrangements, including those classified as operating leases. In addition, ASC 842 requires new qualitative and quantitative disclosures about our leasing activities.
We adopted ASC 842 on June 1, 2019 using the modified retrospective transition approach. Under that approach, prior periods have not been restated and continue to be reported under the accounting standards in effect for those periods. A discussion of our revised accounting policy for leases is included in Note 10.
We have elected the package of practical expedients, which must be elected as a package and applied consistently to all leases. This package permits us to not reassess our prior conclusions about lease identification, lease classification and initial direct costs. In addition, we have elected the practical expedients to not separate lease and non-lease components for both lessee and lessor relationships and to not apply the recognition requirements to leases with terms of less than twelve months.
Upon adoption of ASC 842 on June 1, 2019, we recognized operating lease ROU assets of $ i 123.2 million and operating lease liabilities of $ i 116.8 million on our Condensed Consolidated Balance Sheet. These amounts included operating lease ROU assets of $ i 26.6 million and operating lease liabilities of $ i 25.3 million related to our discontinued operations. In addition, we recognized the remaining unamortized deferred gains of $ i 2.5 million, net of tax, associated with sale-leaseback transactions as a cumulative effect adjustment to the opening balance of retained earnings as of June 1, 2019.
The adoption of ASC 842 did not have a material impact on the Condensed Consolidated Statements of Income or Cash Flows.
/9
AAR CORP. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Dollars in millions, except per share amounts)
The impact of the adoption of ASC 842 on our Condensed Consolidated Balance Sheet was as follows:
i
| | | | | | | | | |
|
| As of |
| ASC 842 |
| As of | |||
| | | Adjustments | | |||||
Assets of discontinued operations | | $ | i 29.2 | | $ | i 26.6 | | $ | i 55.8 |
Other current assets | | | i 36.2 | | | ( i 0.5) | | | i 35.7 |
Intangible assets, net | | | i 22.2 | | | ( i 8.5) | | | i 13.7 |
Operating lease ROU assets | | | — | | | i 96.6 | | | i 96.6 |
Other non-current assets | |
| i 77.5 | |
| ( i 1.8) | |
| i 75.7 |
Accrued liabilities | |
| i 140.5 | |
| i 10.0 | |
| i 150.5 |
Liabilities of discontinued operations | | | i 29.2 | | | i 25.3 | | | i 54.5 |
Operating lease liabilities | |
| — | |
| i 77.7 | |
| i 77.7 |
Other liabilities | | | i 28.3 | | | ( i 3.1) | | | i 25.2 |
Retained earnings | |
| i 709.8 | |
| i 2.5 | |
| i 712.3 |
/In February 2018, the FASB issued ASU 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. This ASU permits the reclassification of tax effects stranded in accumulated other comprehensive income as a result of the Tax Cuts and Jobs Act (the “Tax Reform Act”) to retained earnings. The FASB made the reclassification optional and we did not exercise the option to reclassify the stranded tax effects caused by the Tax Reform Act.
New Accounting Pronouncements Not Yet Adopted
In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments. This ASU requires a change in the measurement approach for credit losses on financial assets measured on an amortized cost basis from an incurred loss method to an expected loss method, thereby eliminating the requirement that a credit loss be considered probable to impact the valuation of a financial asset measured on an amortized cost basis. This ASU also requires the measurement of expected credit losses to be based on relevant information about past events, including historical experience, current conditions, and a reasonable and supportable forecast of the collectability of the related financial asset. We continue to evaluate the impact of this ASU on our consolidated financial statements and expect to adopt this ASU on June 1, 2020.
iNote 2 – Discontinued Operations
During the third quarter of fiscal 2018, we decided to pursue the sale of our Contractor-Owned, Contractor-Operated (“COCO”) business previously included in our Expeditionary Services segment. Due to this strategic shift, the assets, liabilities, and results of operations of our COCO business have been reported as discontinued operations for all periods presented.
During fiscal 2019, we signed an agreement to sell our U.S. Department of Defense ("DoD") contracts and certain assets of our COCO business. In conjunction with this agreement and other expected asset sales, we recognized an impairment charge in discontinued operations of $ i 74.1 million during the third quarter of fiscal 2019 reflecting the expected net proceeds to be received upon the completion of the sale transactions. In fiscal 2020, we signed an agreement to sell the remaining operating contract of the COCO business and recognized an impairment charge of $ i 11.8 million in the first quarter of fiscal 2020 related to the disposal of the remaining COCO assets. The sale of the DoD contracts and related assets was completed in the second quarter of fiscal 2020 and we expect the sale of the remaining operating contract to be completed shortly after government approval which we expect to receive before the end of fiscal 2020.
i i i i No / / / amounts for general corporate overhead or interest expense were allocated to discontinued operations during the periods presented. Unless otherwise noted, amounts and disclosures throughout these Notes to Condensed Consolidated Financial Statements relate to our continuing operations.
/10
AAR CORP. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Dollars in millions, except per share amounts)
Operating results for discontinued operations were comprised of the following:
i
| | | | | | | | | | | | |
| | Three Months Ended | | Six Months Ended | ||||||||
| | November 30, | | |||||||||
|
| 2019 |
| 2018 |
| 2019 |
| 2018 | ||||
Sales | | $ | i 17.3 | | $ | i 22.2 | | $ | i 33.9 | | $ | i 42.2 |
Cost of sales | |
| ( i 18.8) | | | ( i 25.4) | |
| ( i 38.4) | | | ( i 47.7) |
Asset impairment | | | — | | | — | | | ( i 11.8) | | | — |
Selling, general and administrative expenses | |
| ( i 5.4) | | | ( i 2.3) | |
| ( i 7.2) | | | ( i 4.8) |
Operating loss from discontinued operations | | | ( i 6.9) | | | ( i 5.5) | | | ( i 23.5) | | | ( i 10.3) |
Provision for income taxes (benefit) | | | ( i 1.0) | | | ( i 1.3) | | | ( i 4.9) | | | ( i 2.3) |
Loss from discontinued operations | | $ | ( i 5.9) | | $ | ( i 4.2) | | $ | ( i 18.6) | | $ | ( i 8.0) |
The carrying amounts of the major classes of assets and liabilities for our discontinued operations are as follows:
i
| | | | | | |
| | November 30, | | |||
|
| 2019 |
| 2019 | ||
Accounts receivable, net | | $ | i 3.1 | | $ | i 16.2 |
Inventory, rotable assets, and equipment | | | — | | | i 7.5 |
Operating lease ROU assets | | | i 22.8 | | | — |
Other assets | |
| i 1.5 | |
| i 5.5 |
Assets of discontinued operations | | $ | i 27.4 | | $ | i 29.2 |
| | | | | | |
Accounts payable and accrued liabilities | | $ | i 18.7 | | $ | i 29.2 |
Operating lease liabilities | | | i 23.2 | | | — |
Liabilities of discontinued operations | | $ | i 41.9 | | $ | i 29.2 |
iNote 3 – Revenue Recognition
Revenue is measured based on the consideration specified in a contract with a customer, and excludes any sales incentives and amounts collected on behalf of third parties. The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a customer.
Our unit of accounting for revenue recognition is a performance obligation included in our customer contracts. A performance obligation reflects the distinct good or service that we must transfer to a customer. At contract inception, we evaluate if the contract should be accounted for as a single performance obligation or if the contract contains multiple performance obligations. In some cases, our contract with the customer is considered one performance obligation as it includes factors such as the good or service being provided is significantly integrated with other promises in the contract, the service provided significantly modifies or customizes another good or service or the good or service is highly interdependent or interrelated. If the contract has more than one performance obligation, the Company determines the standalone price of each distinct good or service underlying each performance obligation and allocates the transaction price based on their relative standalone selling prices.
The transaction price of a contract, which can include both fixed and variable amounts, is allocated to each performance obligation identified. Some contracts contain variable consideration, which could include incremental fees or penalty provisions related to performance. Variable consideration that can be reasonably estimated based on current assumptions and historical information is included in the transaction price at the inception of the contract but limited to the amount that is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. Variable consideration that cannot be reasonably estimated is recorded when known.
11
AAR CORP. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Dollars in millions, except per share amounts)
Our performance obligations are satisfied over time as work progresses or at a point in time based on transfer of control of products and services to our customers. The majority of our sales from products are recognized at a point in time upon transfer of control to the customer which generally occurs upon shipment. In connection with certain sales of products, we also provide logistics services which include inventory management, replenishment, and other related services. The price of such services is generally included in the price of the products delivered to the customer, and revenues are recognized upon delivery of the product, at which point the customer has obtained control of the product. We do not account for these services separate from the related product sales as the services are inputs required to fulfill part orders received from customers.
For our performance obligations that are satisfied over time, we measure progress in a manner that depicts the performance of transferring control to the customer. As such, we utilize the input method of cost-to-cost to recognize revenue over time as this depicts when control of the promised goods or services are transferred to the customer. Revenue is recognized based on the relationship of actual costs incurred to date to the estimated total cost at completion of the performance obligation. We are required to make certain judgments and estimates, including estimated revenues and costs, as well as inflation and the overall profitability of the arrangement. Key assumptions involved include future labor costs and efficiencies, overhead costs, and ultimate timing of product delivery. Differences may occur between the judgments and estimates made by management and actual program results.
Changes in estimates and assumptions related to our arrangements accounted for using the cost-to-cost method are recorded using the cumulative catch-up method of accounting. For the three-month periods ended November 30, 2019 and 2018, we recognized favorable cumulative catch-up adjustments of $ i 1.9 million and $ i 3.1 million, respectively. These adjustments relate to our long-term, power-by-the-hour programs where we provide component inventory management and repair services and certain long-term government programs.
For the six-month period ended November 30, 2019, we recognized favorable cumulative catch-up adjustments of $ i 1.9 million. For the six-month period ended November 30, 2018, we recognized favorable and unfavorable cumulative catch-up adjustments of $ i 3.8 million and $ i 0.5 million, respectively. When considering these adjustments on a net basis, we recognized net favorable adjustments of $ i 1.9 million and $ i 3.3 million in the six-month periods ended November 30, 2019 and 2018, respectively.
Under most of our U.S. government contracts, if the contract is terminated for convenience, we are entitled to payment for items delivered and fair compensation for work performed, the costs of settling and paying other claims, and a reasonable profit on the costs incurred or committed.
We have elected to use certain i practical expedients permitted under Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (“ASC 606”). Shipping and handling fees and costs incurred associated with outbound freight after control over a product has transferred to a customer are accounted for as a fulfillment cost and are included in cost of sales in our Condensed Consolidated Statement of Income, and are not considered a performance obligation to our customers. Our reported sales on our Condensed Consolidated Statement of Income are net of any sales or related non-income taxes. We also utilize the “as invoiced” i practical expedient in certain cases where performance obligations are satisfied over time and the invoiced amount corresponds directly with the value we are providing to the customer.
Contract Assets and Liabilities
The timing of revenue recognition, customer billings, and cash collections results in a contract asset or contract liability at the end of each reporting period. Contract assets consist of unbilled receivables or costs incurred where revenue recognized over time using the cost-to-cost model exceeds the amounts billed to customers. Contract liabilities include advance payments and billings in excess of revenue recognized. Certain customers make advance payments prior to the satisfaction of our performance obligations on the contract. These amounts are recorded as contract liabilities until such performance obligations are satisfied, either over time as costs are incurred or at a point in time when deliveries are made. Contract assets and contract liabilities are determined on a contract-by-contract basis.
12
AAR CORP. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Dollars in millions, except per share amounts)
Net contract assets and liabilities are as follows:
i
| | | | | | | | | |
|
| November 30, |
|
| | | |||
| | 2019 | | 2019 | | Change | |||
Contract assets – current | | $ | i 62.2 | | $ | i 59.2 | | $ | i 3.0 |
Contract assets – non-current | | | i 32.0 | | | i 17.0 | | | i 15.0 |
Deferred revenue – current | | | ( i 11.3) | | | ( i 12.6) | | | i 1.3 |
Deferred revenue on long-term contracts | |
| ( i 122.5) | |
| ( i 83.8) | |
| ( i 38.7) |
Net contract liabilities | | $ | ( i 39.6) | | $ | ( i 20.2) | | $ | ( i 19.4) |
/Contract assets – non-current is reported within Other non-current assets, and Contract liabilities – current is reported within Accrued liabilities on our Condensed Consolidated Balance Sheet. Changes in contract assets and contract liabilities primarily result from the timing difference between our performance of services and payments from customers.
Changes in our deferred revenue, after adoption of ASC 606 on June 1, 2018, were as follows for the three- and six-month periods ended November 30, 2019 and 2018:
i
| | | | | | | | | | | | |
|
| Three Months Ended |
| Six Months Ended | ||||||||
| | November 30, | | |||||||||
|
| 2019 |
| 2018 |
| 2019 |
| 2018 | ||||
Deferred revenue at beginning of period | | $ | ( i 86.3) | | $ | ( i 58.5) | | $ | ( i 96.4) | | $ | ( i 44.1) |
Revenue deferred | |
| ( i 153.7) | |
| ( i 103.5) | |
| ( i 240.3) | |
| ( i 194.0) |
Revenue recognized | |
| i 103.3 | |
| i 76.4 | |
| i 204.3 | |
| i 156.5 |
Other | |
| i 2.9 | |
| i 8.0 | |
| ( i 1.4) | |
| i 4.0 |
Deferred revenue at end of period | | $ | ( i 133.8) | | $ | ( i 77.6) | | $ | ( i 133.8) | | $ | ( i 77.6) |
/Remaining Performance Obligations
As of November 30, 2019, we had approximately $ i 1.3 billion of remaining performance obligations, also referred to as firm backlog, which excludes unexercised contract options and potential orders under our indefinite-delivery, indefinite-quantity (IDIQ) contracts. We expect that approximately i 40% of this backlog will be recognized as revenue over the next i 12 months with the majority of the remainder recognized over the next three years. The amount of remaining performance obligations, which is expected to be recognized as revenue beyond 12 months, primarily relates to our long-term, power-by-the-hour programs where we provide component inventory management and repair services.
13
AAR CORP. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Dollars in millions, except per share amounts)
Disaggregation of Revenue
Sales across the major customer markets for each of our operating segments for the three- and six-month periods ended November 30, 2019 and 2018 were as follows:
i
| | | | | | | | | | | | |
| | Three Months Ended |
| | Six Months Ended | |||||||
| | November 30, | | | ||||||||
|
| 2019 |
| 2018 |
| 2019 |
| 2018 | ||||
Aviation Services: | | | | | | | | | | | | |
Commercial | | $ | i 369.6 | | $ | i 325.5 | | $ | i 700.1 | | $ | i 632.2 |
Government and defense | |
| i 162.4 | |
| i 137.4 | | | i 343.7 | | | i 269.1 |
| | $ | i 532.0 | | $ | i 462.9 | | $ | i 1,043.8 | | $ | i 901.3 |
Expeditionary Services: | |
|
| |
|
| | | | | | |
Commercial | | $ | i 6.4 | | $ | i 8.0 | | $ | i 12.1 | | $ | i 16.5 |
Government and defense | |
| i 22.5 | |
| i 22.4 | | | i 46.5 | | | i 41.8 |
| | $ | i 28.9 | | $ | i 30.4 | | $ | i 58.6 | | $ | i 58.3 |
/Sales by geographic region for the three- and six-month periods ended November 30, 2019 and 2018 were as follows:
i
| | | | | | | | | | | | |
| | Three Months Ended | | | Six Months Ended | |||||||
| | November 30, | | | ||||||||
|
| 2019 |
| 2018 |
| 2019 |
| 2018 | ||||
Aviation Services: | | | | | | | | | | | | |
North America | | $ | i 395.6 | | $ | i 331.7 | | $ | i 786.0 | | $ | i 651.2 |
Europe/Africa | | | i 99.8 | | | i 83.5 | | | i 188.0 | | | i 164.5 |
Other | | | i 36.6 | | | i 47.7 | | | i 69.8 | | | i 85.6 |
| | $ | i 532.0 | | $ | i 462.9 | | $ | i 1,043.8 | | $ | i 901.3 |
Expeditionary Services: | | | | | | | | | | | | |
North America | | $ | i 26.4 | | $ | i 29.2 | | $ | i 54.6 | | $ | i 54.9 |
Europe/Africa | |
| i 2.2 | |
| i 1.0 | | | i 3.6 | | | i 2.7 |
Other | |
| i 0.3 | |
| i 0.2 | | | i 0.4 | | | i 0.7 |
| | $ | i 28.9 | | $ | i 30.4 | | $ | i 58.6 | | $ | i 58.3 |
14
AAR CORP. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Dollars in millions, except per share amounts)
Note 4 – Accounts Receivable
Financial instruments that potentially subject us to concentrations of market or credit risk consist principally of trade receivables. While our trade receivables are diverse and represent a number of entities and geographic regions, the majority are with the U.S. government and its contractors and entities in the aviation industry. The composition of our accounts receivable is as follows:
i
| | | | | | |
| | November 30, | | |||
|
| 2019 |
| 2019 | ||
U.S. Government contracts: | | | | | | |
Trade receivables | | $ | i 32.7 | | $ | i 28.7 |
Unbilled receivables | |
| i 29.8 | |
| i 31.7 |
| |
| i 62.5 | |
| i 60.4 |
All other customers: | | | | | | |
Trade receivables | |
| i 99.8 | |
| i 92.5 |
Unbilled receivables | |
| i 46.2 | |
| i 44.9 |
| |
| i 146.0 | |
| i 137.4 |
| | $ | i 208.5 | | $ | i 197.8 |
/In addition, we currently have past due receivables owed by former commercial program customers primarily related to our exit from customer contracts in certain geographies, including Colombia, Peru, and Poland. Our past due receivables owed by these customers was $ i 10.1 million as of November 30, 2019, which was net of allowance for doubtful accounts of $ i 6.2 million.
/
iNote 5 – Accounting for Stock-Based Compensation
Restricted Stock
In the three-month period ended August 31, 2019, as part of our annual long-term stock incentive compensation, we granted i 52,475 shares of performance-based restricted stock and i 56,535 shares of time-based restricted stock to eligible employees. The grant date fair value per share for these shares was $ i 37.66 (the closing price on the grant date). In June 2019, we also granted i 43,142 shares of time-based restricted stock to members of the Board of Directors with a grant date fair value per share of $ i 30.60.
Expense charged to operations for restricted stock during the three-month periods ended November 30, 2019 and 2018 was $ i 1.8 million and $ i 0.2 million, respectively, and $ i 4.9 million and $ i 3.0 million during the six-month periods ended November 30, 2019 and 2018.
Stock Options
In July 2019, as part of our annual long-term stock incentive compensation, we granted i 414,460 stock options to eligible employees at an exercise price of $ i 37.66 and weighted average fair value of $ i 10.30. The fair value of stock options was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions:
i
| | |
Risk-free interest rate | i 1.9 | % |
Expected volatility of common stock | i 32.0 | % |
Dividend yield | i 0.8 | % |
Expected option term in years | i 4.5 |
|
/The total intrinsic value of stock options exercised during the six-month periods ended November 30, 2019 and 2018 was $ i 2.0 million and $ i 11.9 million, respectively. Expense charged to operations for stock options during the three-month periods ended
/15
AAR CORP. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Dollars in millions, except per share amounts)
November 30, 2019 and 2018 was $ i 1.0 million and $ i 1.0 million, respectively, and during the six-month periods ended November 30, 2019 and 2018 was $ i 2.2 million and $ i 2.2 million, respectively.
iNote 6 – Inventory
The summary of inventories is as follows:
i
| | | | | | |
|
| November 30, |
| |||
| | 2019 | | 2019 | ||
Aircraft and engine parts, components and finished goods | | $ | i 518.9 | | $ | i 467.9 |
Raw materials and parts | |
| i 43.6 | |
| i 41.8 |
Work-in-process | | | i 17.9 | | | i 14.0 |
| | $ | i 580.4 | | $ | i 523.7 |
/
iNote 7 – Supplemental Cash Flow Information
i
| | | | | | |
| | Six Months Ended | ||||
| | |||||
|
| 2019 |
| 2018 | ||
Interest paid | | $ | i 3.8 | | $ | i 4.3 |
Income taxes paid | |
| i 12.7 | |
| i 3.0 |
Income tax refunds received | | | i 2.4 | | | — |
/
iNote 8 – Sale of Receivables
On February 23, 2018, we entered into a Purchase Agreement with Citibank N.A. (“Purchaser”) for the sale, from time to time, of certain accounts receivable due from certain customers (the “Purchase Agreement”). Under the Purchase Agreement, the maximum amount of receivables sold is limited to $ i 150 million. The term of the Purchase Agreement runs through February 22, 2020, however, the Purchase Agreement may also be terminated earlier under certain circumstances. The term of the Purchase Agreement shall be automatically extended for annual terms unless either party provides advance notice that they do not intend to extend the term.
We have i no retained interests in the sold receivables, other than limited recourse obligations in certain circumstances, and only perform collection and administrative functions for the Purchaser. We account for these receivable transfers as sales under ASC 860, Transfers and Servicing, and de-recognize the sold receivables from our Consolidated Balance Sheet.
During the six-month period ended November 30, 2019 and 2018, we sold $ i 404.8 million and $ i 351.0 million, respectively, of receivables under the Purchase Agreement and remitted $ i 405.3 million and $ i 327.5 million, respectively, to the Purchaser on their behalf. As of November 30, 2019 and May 31, 2019, we had collected cash of $ i 14.5 million and $ i 19.8 million, respectively, which was not yet remitted to the Purchaser as of those dates and was classified as Restricted cash on our Condensed Consolidated Balance Sheets.
We recognize discounts on the sale of our receivables and other fees related to the Purchase Agreement in Other expense, net on our Condensed Consolidated Statements of Income. We incurred discounts on the sale of our receivables of $ i 0.5 million and $ i 0.6 million during the three-month periods ended November 30, 2019 and 2018, respectively, and $ i 1.1 million and $ i 1.0 million during the six-month periods ended November 30, 2019 and 2018, respectively.
/
16
AAR CORP. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Dollars in millions, except per share amounts)
Note 9 – Financing Arrangements
A summary of the carrying amount of our debt is as follows:
i
| | | | | | |
|
| November 30, |
| |||
| | 2019 | | 2019 | ||
Revolving Credit Facility expiring September 25, 2024 with interest payable monthly | | $ | i 175.0 | | $ | i 120.0 |
Term loan due November 1, 2021 with interest payable monthly | | | i 23.3 | | | i 22.9 |
Total debt | |
| i 198.3 | |
| i 142.9 |
Debt issuance costs, net | |
| ( i 2.2) | |
| ( i 1.2) |
Long-term debt | | $ | i 196.1 | | $ | i 141.7 |
/At November 30, 2019, our variable rate debt had a fair value that approximates its carrying value and is classified as Level 2 in the fair value hierarchy.
On October 18, 2017, we entered into a Credit Agreement with the Canadian Imperial Bank of Commerce, as lender (the “Credit Agreement”). The Credit Agreement provided a Canadian $ i 31 million term loan with the proceeds used to fund the acquisition of i two maintenance, repair, and overhaul (“MRO”) facilities in Canada from Premier Aviation. The term loan is due in full at the expiration of the Credit Agreement on November 1, 2021 unless terminated earlier pursuant to the terms of the Credit Agreement. Interest is payable monthly on the term loan at the offered fluctuating Canadian Dollar Offer Rate plus i 125 to i 225 basis points based on certain financial measurements if a Bankers’ Acceptances loan, or at the offered fluctuating Prime Rate plus i 25 to i 125 basis points based on certain financial measurements, if a Prime Rate loan.
On September 25, 2019, we entered into an amendment to our Revolving Credit Facility that extended the maturity of the Revolving Credit Facility to September 25, 2024, increased the revolving credit commitment to $ i 600 million, and modified certain other provisions. Under certain circumstances, we have the ability to request an increase to the revolving credit commitment by an aggregate amount of up to $ i 300 million, not to exceed $ i 900 million in total. Borrowings under the Revolving Credit Facility bear interest at the offered Eurodollar Rate plus i 87.5 to i 175 basis points based on certain financial measurements if a Eurodollar Rate loan, or at the offered fluctuating Base Rate plus i 0 to i 75 basis points based on certain financial measurements if a Base Rate loan.
Our financing arrangements also require us to comply with leverage and interest coverage ratios, maintain a minimum net working capital level, and comply with certain affirmative and negative covenants, including those relating to financial reporting and notification, payment of indebtedness, cash dividends, taxes and other obligations, compliance with applicable laws, and limitations on additional liens, indebtedness, acquisitions, investments and disposition of assets. The Revolving Credit Facility also requires our significant domestic subsidiaries, and any subsidiaries that guarantee our other indebtedness, to provide a guarantee of payment under the Revolving Credit Facility. At November 30, 2019, we were in compliance with the financial and other covenants in our financing agreements.
/
iNote 10 – Leases
We lease facilities, offices, vehicles, and equipment. We determine at inception whether an arrangement that provides us control over the use of an asset is a lease. ROU assets and lease liabilities are recognized on the Condensed Consolidated Balance Sheet at lease commencement date based on the present value of the future minimum lease payments over the lease term. Our lease agreements do not provide a readily determinable implicit rate nor is it available to us from our lessors. We estimate our incremental borrowing rate based on information available at lease commencement in order to discount lease payments to present value.
Our lease costs are allocated over the remaining lease term on a straight-line basis unless another systematic or rational basis is more representative of the pattern in which the underlying asset is expected to be used. ROU assets are evaluated for impairment in a manner consistent with the treatment of other long-lived assets.
17
AAR CORP. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Dollars in millions, except per share amounts)
Certain leases include options to renew or extend the terms of the lease, which are included in the determination of the ROU assets and lease liabilities when it is reasonably certain that the option will be exercised. Our leases may also include variable lease payments such as escalation clauses based on consumer price index rates, maintenance costs and utilities. Variable lease payments that depend on an index or a rate are included in the determination of ROU assets and lease liabilities using the index or rate at the lease commencement date, whereas variable lease payments that do not depend on an index or rate are recorded as lease expense in the period incurred. Our lease agreements do not contain any significant residual value guarantees or restrictive covenants.
iThe summary of our operating lease cost is as follows:
| | | | | | |
|
| Three Months | | Six Months | ||
| | Ended | | Ended | ||
| | November 30, | | |||
| | 2019 | | 2019 | ||
| | | | | | |
Operating lease cost | | $ | i 4.5 | | $ | i 8.7 |
Short-term lease cost | | | i 1.3 | |
| i 2.6 |
Variable lease cost | | | i 1.8 | |
| i 2.8 |
| | $ | i 7.6 | | $ | i 14.1 |
With the exception of a land lease for one of our airframe maintenance facilities that expires in 2108, our operating leases expire at various dates through 2039. Maturities of our operating lease payments as of November 30, 2019 are as follows:
i
| | | |
2020 (excluding the six months ended November 30, 2019) |
| $ | i 8.6 |
2021 | |
| i 16.6 |
2022 | |
| i 14.8 |
2023 | |
| i 13.0 |
2024 | |
| i 11.1 |
Thereafter | |
| i 51.6 |
Total undiscounted payments | |
| i 115.7 |
Less: Imputed interest | |
| ( i 18.0) |
Present value of minimum lease payments | |
| i 97.7 |
Less: Operating lease liabilities – current | |
| ( i 13.7) |
Operating lease liabilities – non-current | | $ | i 84.0 |
The current portion of operating lease liabilities are presented within Accrued expenses on our Condensed Consolidated Balance Sheet.
iPrior to the adoption of ASC 842, our future minimum operating lease payments at May 31, 2019 were as follows:
| | | |
2020 |
| $ | i 21.6 |
2021 | |
| i 19.3 |
2022 | |
| i 16.5 |
2023 | |
| i 13.2 |
2024 | |
| i 11.0 |
Thereafter | |
| i 39.9 |
| | $ | i 121.5 |
18
AAR CORP. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Dollars in millions, except per share amounts)
As of November 30, 2019, the weighted average remaining lease term and discount rate for our operating leases were approximately i 8.9 years and i 3.4%, respectively.
Supplemental cash flow information related to leases for the three- and six-month period ended November 30, 2019 was as follows:
| | | | | | |
|
| Three Months | | Six Months | ||
| | Ended | | Ended | ||
| | November 30, | | |||
| | 2019 | | 2019 | ||
Cash paid for amounts included in the measurement of lease liabilities | | $ | i 3.9 | | $ | i 7.6 |
Operating lease liabilities arising from obtaining ROU assets | | | i 13.1 | |
| i 13.1 |
iNote 11 – Investments in Joint Ventures
Our investments in joint ventures includes $ i 6.1 million for our i 40% ownership interest in our Indian joint venture with Indamer Aviation to develop and operate an airframe maintenance facility in India. Facility construction is expected to be completed in fiscal 2021.
The investment balance as of November 30, 2019 includes $ i 4.6 million related to the guarantee liability recognized in conjunction with our guarantee of i 40% of the Indian joint venture’s debt. The Indian joint venture is accounted for using the equity method. In addition, each of the partners in the Indian joint venture have a loan to the joint venture proportionate to their equity ownership. We also have a loan to the joint venture of $ i 2.9 million as of November 30, 2019.
/
iNote 12 – Earnings per Share
The computation of basic earnings per share is based on the weighted average number of common shares outstanding during each period. The computation of diluted earnings per share is based on the weighted average number of common shares outstanding during the period plus, when their effect is dilutive, incremental shares consisting of shares subject to stock options and shares issuable upon vesting of restricted stock awards.
In accordance with ASC 260-10-45, Share-Based Payment Arrangements and Participating Securities and the Two-Class Method, our unvested restricted stock awards are deemed participating securities since these shares are entitled to participate in dividends declared on common shares. During periods of net income, the calculation of earnings per share for common stock excludes income attributable to unvested restricted stock awards from the numerator and excludes the dilutive impact of those shares from the denominator. During periods of net loss, i no effect is given to the participating securities because they do not share in the losses of the Company.
/19
AAR CORP. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Dollars in millions, except per share amounts)
A reconciliation of the computations of basic and diluted earnings per share information for the three- and six-month periods ended November 30, 2019 and 2018 is as follows:
i
| | | | | | | | | | | | |
| | Three Months Ended | | Six Months Ended | ||||||||
| | November 30, | | |||||||||
|
| 2019 |
| 2018 |
| 2019 |
| 2018 | ||||
Basic and Diluted EPS: | | | | | | | | | | | | |
Income from continuing operations | | $ | i 20.1 | | $ | i 11.2 | | $ | i 37.2 | | $ | i 30.1 |
Less income attributable to participating shares | |
| ( i 0.1) | |
| ( i 0.1) | |
| ( i 0.2) | |
| ( i 0.1) |
Income from continuing operations attributable to common shareholders | | | i 20.0 | | | i 11.1 | | | i 37.0 | | | i 30.0 |
Loss from discontinued operations attributable to common shareholders | | | ( i 5.9) | | | ( i 4.2) | | | ( i 18.6) | | | ( i 8.0) |
Net income attributable to common shareholders for earnings per share | | $ | i 14.1 | | $ | i 6.9 | | $ | i 18.4 | | $ | i 22.0 |
| | | | | | | | | | | | |
Weighted Average Shares: | | | | | | | | | | | | |
Weighted average common shares outstanding–basic | |
| i 34.6 | |
| i 34.6 | |
| i 34.6 | |
| i 34.6 |
Additional shares from the assumed exercise of stock options | | | i 0.4 | | | i 0.4 | | | i 0.4 | | | i 0.5 |
Weighted average common shares outstanding–diluted | | | i 35.0 | | | i 35.0 | | | i 35.0 | | | i 35.1 |
| | | | | | | | | | | | |
Earnings per share – basic: | | | | | | | | | | | | |
Earnings from continuing operations | | $ | i 0.58 | | $ | i 0.32 | | $ | i 1.07 | | $ | i 0.87 |
Loss from discontinued operations | | | ( i 0.17) | | | ( i 0.12) | | | ( i 0.54) | | | ( i 0.23) |
Earnings per share – basic | | $ | i 0.41 | | $ | i 0.20 | | $ | i 0.53 | | $ | i 0.64 |
| | | | | | | | | | | | |
Earnings per share – diluted: | | | | | | | | | | | | |
Earnings from continuing operations | | $ | i 0.57 | | $ | i 0.32 | | $ | i 1.06 | | $ | i 0.85 |
Loss from discontinued operations | | | ( i 0.17) | | | ( i 0.12) | | | ( i 0.53) | | | ( i 0.23) |
Earnings per share –diluted | | $ | i 0.40 | | $ | i 0.20 | | $ | i 0.53 | | $ | i 0.62 |
/The potential dilutive effect of i i 267,000 / shares relating to stock options was excluded from the computation of weighted average common shares outstanding - diluted for both the three- and six-month periods ended November 30, 2019 as the shares would have been anti-dilutive. The potential dilutive effect of i i 290,000 / shares relating to stock options was excluded from the computation of weighted average common shares outstanding – diluted for both the three- and six-month periods ended November 30, 2018 as the shares would have been anti-dilutive.
20
AAR CORP. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Dollars in millions, except per share amounts)
Note 13 – Accumulated Other Comprehensive Loss
Changes in our accumulated other comprehensive loss (“AOCL”) by component for the three- and six- month periods ended November 30, 2019 and 2018 were as follows:
i
| | | | | | | | | |
| | Currency | | | | | | | |
| | Translation | | Pension | | | | ||
|
| Adjustments |
| Plans |
| Total | |||
Balance at September 1, 2019 | | $ | ( i 2.2) | | $ | ( i 38.6) | | $ | ( i 40.8) |
Other comprehensive income before reclassifications | |
| i 0.5 | |
| — | |
| i 0.5 |
Amounts reclassified from AOCL | |
| — | |
| i 0.3 | |
| i 0.3 |
Total other comprehensive income (loss) | |
| i 0.5 | |
| i 0.3 | |
| i 0.8 |
Balance at November 30, 2019 | | $ | ( i 1.7) | | $ | ( i 38.3) | | $ | ( i 40.0) |
| | | | | | | | | |
Balance at September 1, 2018 | | $ | ( i 0.2) | | $ | ( i 32.0) | | $ | ( i 32.2) |
Other comprehensive loss before reclassifications | |
| ( i 0.6) | |
| — | |
| ( i 0.6) |
Amounts reclassified from AOCL | |
| — | |
| i 0.2 | |
| i 0.2 |
Total other comprehensive income (loss) | |
| ( i 0.6) | |
| i 0.2 | |
| ( i 0.4) |
Balance at November 30, 2018 | | $ | ( i 0.8) | | $ | ( i 31.8) | | $ | ( i 32.6) |
| | | | | | | | | |
| | Currency | | | | | | | |
| | Translation | | Pension | | | | ||
|
| Adjustments |
| Plans |
| Total | |||
Balance at June 1, 2019 | | $ | ( i 2.1) | | $ | ( i 38.8) | | $ | ( i 40.9) |
Other comprehensive income before reclassifications | | | i 0.4 | | | — | | | i 0.4 |
Amounts reclassified from AOCL | | | — | | | i 0.5 | | | i 0.5 |
Total other comprehensive income (loss) | | | i 0.4 | | | i 0.5 | | | i 0.9 |
Balance at November 30, 2019 | | $ | ( i 1.7) | | $ | ( i 38.3) | | $ | ( i 40.0) |
| | | | | | | | | |
Balance at June 1, 2018 | | $ | i 0.3 | | $ | ( i 32.3) | | $ | ( i 32.0) |
Other comprehensive loss before reclassifications | | | ( i 1.1) | | | — | | | ( i 1.1) |
Amounts reclassified from AOCL | | | — | | | i 0.5 | | | i 0.5 |
Total other comprehensive income (loss) | | | ( i 1.1) | | | i 0.5 | | | ( i 0.6) |
Balance at November 30, 2018 | | $ | ( i 0.8) | | $ | ( i 31.8) | | $ | ( i 32.6) |
/
iNote 14 – Business Segment Information
Consistent with how our chief operating decision making officer (Chief Executive Officer) evaluates performance and the way we are organized internally, we report our activities in i two operating segments: Aviation Services comprised of supply chain and MRO activities and Expeditionary Services comprised of manufacturing activities.
The Aviation Services segment consists of aftermarket support and services offerings that provide spare parts and maintenance support for aircraft operated by our commercial and government/defense customers. Sales in the Aviation Services segment are derived from the sale and lease of a wide variety of new, overhauled and repaired engine and airframe parts and components to the commercial aviation and government and defense markets. We provide customized inventory supply chain management, performance-based logistics programs, customer fleet management and operations, and aircraft component repair management services. The segment also includes repair, maintenance and overhaul of aircraft, landing gear and components. Cost of sales consists principally of the cost of product, direct labor, and overhead.
/21
AAR CORP. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Dollars in millions, except per share amounts)
The Expeditionary Services segment consists of primarily manufacturing operations with sales derived from the design and manufacture of pallets, shelters, and containers used to support the U.S. military’s requirements for a mobile and agile force including engineering, design, and system integration services for specialized command and control systems. This segment also designs and manufactures advanced composite materials for commercial, business and military aircraft. Cost of sales consists principally of the cost of material to manufacture products, direct labor and overhead.
The accounting policies for the segments are the same as those described in Note 1 of Notes to Consolidated Financial Statements included in our annual Report on Form 10-K for the year ended May 31, 2019 except for our revised accounting policy for leases. On June 1, 2019, we adopted ASC 842 which amended the existing accounting standards for lease accounting. Prior periods have not been restated for ASC 842 and continue to be reported under the accounting standards in effect for those periods. A discussion of our revised accounting policy for leases is included in Note 10 to the Condensed Consolidated Financial Statements.
Our chief operating decision making officer (Chief Executive Officer) evaluates performance based on the operating segments and utilizes gross profit as a primary profitability measure. Gross profit is calculated by subtracting cost of sales from sales. The assets and certain expenses related to corporate activities are not allocated to the segments.
Selected financial information for each segment is as follows:
i
| | | | | | | | | | | | |
| | Three Months Ended | | Six Months Ended | ||||||||
| | November 30, | | |||||||||
|
| 2019 |
| 2018 |
| 2019 |
| 2018 | ||||
Sales: | | | | | | | | | | | | |
Aviation Services | | $ | i 532.0 | | $ | i 462.9 | | $ | i 1,043.8 | | $ | i 901.3 |
Expeditionary Services | |
| i 28.9 | |
| i 30.4 | |
| i 58.6 | |
| i 58.3 |
| | $ | i 560.9 | | $ | i 493.3 | | $ | i 1,102.4 | | $ | i 959.6 |
| | | | | | | | | | | | |
| | Three Months Ended | | Six Months Ended | ||||||||
| | November 30, | | |||||||||
|
| 2019 |
| 2018 | | 2019 |
| 2018 | ||||
Gross profit: | | | | | | | | | | | | |
Aviation Services | | $ | i 85.7 | | $ | i 74.9 | | $ | i 165.7 | | $ | i 142.0 |
Expeditionary Services | |
| i 0.2 | |
| i 3.4 | |
| i 1.8 | |
| i 7.5 |
| | $ | i 85.9 | | $ | i 78.3 | | $ | i 167.5 | | $ | i 149.5 |
/The following table reconciles segment gross profit to income from continuing operations before provision for income taxes:
i
| | | | | | | | | | | | |
| | Three Months Ended | | Six Months Ended | ||||||||
| | November 30, | | |||||||||
|
| 2019 |
| 2018 |
| 2019 |
| 2018 | ||||
Segment gross profit | | $ | i 85.9 | | $ | i 78.3 | | $ | i 167.5 | | $ | i 149.5 |
Selling, general and administrative | | | ( i 57.1) | |
| ( i 49.1) | |
| ( i 115.2) | |
| ( i 97.3) |
Provision for doubtful accounts | | | ( i 0.7) | | | ( i 12.4) | | | ( i 1.4) | | | ( i 13.0) |
Other income (expense), net | | | ( i 0.2) | | | ( i 0.2) | | | ( i 0.4) | | | i 0.2 |
Interest expense | | | ( i 1.9) | | | ( i 2.5) | | | ( i 4.1) | | | ( i 4.6) |
Interest income | | | i 0.1 | | | i 0.1 | | | i 0.2 | | | i 0.6 |
Income from continuing operations before provision for income taxes | | $ | i 26.1 | | $ | i 14.2 | | $ | i 46.6 | | $ | i 35.4 |
22
AAR CORP. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Dollars in millions, except per share amounts)
Note 15 – Legal Proceedings
We are not a party to any material pending legal proceeding (including any governmental or environmental proceeding) other than routine litigation incidental to our business, except for the following:
Department of Justice Investigation
The U.S. Department of Justice (“DoJ”), acting through the U.S. Attorney’s Office for the Southern District of Illinois, is conducting an investigation of AAR Airlift Group, Inc. (“Airlift”), a wholly-owned subsidiary of AAR CORP., under the federal civil False Claims Act (“FCA”). The investigation relates to Airlift’s performance of several contracts awarded by the U.S. Transportation Command concerning the operations and maintenance of rotary-wing and fixed-wing aircraft in Afghanistan and Africa, as well as several U.S. Navy contracts. In June 2018, the DoJ informed Airlift that part of the investigation was precipitated by a lawsuit filed under the qui tam provisions of the FCA by a former employee of Airlift. That lawsuit remains under seal.
Airlift is cooperating with the DoJ investigation. In order to explore whether a negotiated resolution of the matter is possible, and in an effort to minimize continuing legal defense costs, Airlift has entered into settlement discussions with the DoJ. Airlift believes it has meritorious defenses and counter-arguments to the concerns raised by the DoJ; however, there is no assurance that any settlement will be achieved. If no settlement is reached, the DoJ and the qui tam plaintiff could pursue civil litigation under the FCA, which provides for the recovery of, among other amounts, treble damages and penalties.
While we believe that it is probable that we will incur a loss from this matter, we cannot yet reasonably estimate the maximum amount of potential loss, nor can we provide any assurance that the ultimate resolution of the remaining exposure for this matter will not be material.
Self-Reporting of Potential Foreign Corrupt Practices Act Violations
The Company retained outside counsel to investigate possible violations of the Company’s Code of Conduct, the U.S. Foreign Corrupt Practices Act, and other applicable laws, relating to the Company’s activities in Nepal and South Africa. Based on these investigations, we self-reported these matters to the DoJ, the U.S. Securities and Exchange Commission and the UK Serious Fraud Office. The Company is fully cooperating with the reviews by these agencies, although we are unable at this time to predict what action, if any, they may take.
23
Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations (Dollars in millions)
General Overview
We report our activities in two operating segments: Aviation Services comprised of supply chain and maintenance, repair, and overhaul (“MRO”) activities and Expeditionary Services comprised of manufacturing activities.
The Aviation Services segment consists of aftermarket support and services offerings that provide spare parts and maintenance support for aircraft operated by our commercial and government/defense customers. Sales in the Aviation Services segment are derived from the sale and lease of a wide variety of new, overhauled and repaired engine and airframe parts and components to the commercial aviation and government and defense markets. We provide customized inventory supply chain management, performance-based logistics programs, customer fleet management and operations, and aircraft component repair management services. The segment also includes repair, maintenance and overhaul of aircraft, landing gear and components. Cost of sales consists principally of the cost of product, direct labor, and overhead.
The Expeditionary Services segment consists of primarily manufacturing operations with sales derived from the design and manufacture of pallets, shelters, and containers used to support the U.S. military’s requirements for a mobile and agile force including engineering, design, and system integration services for specialized command and control systems. This segment also designs and manufactures advanced composite materials for commercial, business and military aircraft. Cost of sales consists principally of the cost of material to manufacture products, direct labor and overhead.
Our chief operating decision making officer (Chief Executive Officer) evaluates performance based on the operating segments and utilizes gross profit as a primary profitability measure. Gross profit is calculated by subtracting cost of sales from sales. The assets and certain expenses related to corporate activities are not allocated to the segments.
The accounting policies for the segments are the same as those described in Note 1 of Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended May 31, 2019 except for our revised accounting policy for leases. On June 1, 2019, we adopted ASC 842 which amended the existing accounting standards for lease accounting. Prior periods have not been restated for ASC 842 and continue to be reported under the accounting standards in effect for those periods. A discussion of our revised accounting policy for leases is included in Note 10 to the Condensed Consolidated Financial Statements.
Business Trends and Outlook for Fiscal 2020
Consolidated sales for the first six months of fiscal 2020 increased $142.8 million or 14.9% over the prior year primarily due to an increase in sales of $142.5 million or 15.8% in our Aviation Services segment. For fiscal 2020, we expect to see continued strength in our Aviation Services segment given its offerings of value-added services to both commercial and government and defense customers. We believe long-term aftermarket growth trends are favorable.
We remain in a strong financial position to continue to execute on our strategy in fiscal 2020. Both our segments are executing on our many contract wins across the commercial and government markets. Our cash on hand plus unused capacities on our Revolving Credit Facility and accounts receivable financing program was $522 million at November 30, 2019. We expect to invest opportunistically in support of our businesses and customers. We continue to have the flexibility in our balance sheet to invest in our growth.
24
Results of Operations
Three Month Period Ended November 30, 2019
Sales and gross profit for our two business segments for the three- and six-months ended November 30, 2019 and 2018 were as follows:
| | | | | | | | | | | | | | | | | |
| | Three Months Ended November 30, | | Six Months Ended November 30, |
| ||||||||||||
|
| 2019 |
| 2018 |
| % Change |
| 2019 |
| 2018 |
| % Change |
| ||||
Sales: |
| |
|
| |
|
|
|
| |
|
| |
|
|
| |
Aviation Services |
| |
|
| |
|
|
|
| |
|
| |
|
|
| |
Commercial | | $ | 369.6 | | $ | 325.5 |
| 13.5 | % | $ | 700.1 | | $ | 632.2 |
| 10.7 | % |
Government and defense | |
| 162.4 | |
| 137.4 |
| 18.2 | % |
| 343.7 | |
| 269.1 |
| 27.7 | % |
| | $ | 532.0 | | $ | 462.9 |
| 14.9 | % | $ | 1,043.8 | | $ | 901.3 |
| 15.8 | % |
Expeditionary Services | |
|
| |
|
|
|
| |
|
| |
|
|
|
| |
Commercial | | $ | 6.4 | | $ | 8.0 |
| (20.0) | % | $ | 12.1 | | $ | 16.5 |
| (26.7) | % |
Government and defense | |
| 22.5 | |
| 22.4 |
| 0.4 | % |
| 46.5 | |
| 41.8 |
| 11.2 | % |
| | $ | 28.9 | | $ | 30.4 |
| (4.9) | % | $ | 58.6 | | $ | 58.3 |
| 0.5 | % |
| | | | | | | | | | | | | | | | | |
| | Three Months Ended November 30, | | Six Months Ended November 30, |
| ||||||||||||
|
| 2019 |
| 2018 |
| % Change |
| 2019 |
| 2018 |
| % Change |
| ||||
Gross Profit (Loss): |
| |
|
| |
|
|
|
| |
|
| |
|
|
| |
Aviation Services |
| |
|
| |
|
|
|
| |
|
| |
|
|
| |
Commercial | | $ | 56.8 | | $ | 46.5 |
| 22.2 | % | $ | 110.3 | | $ | 89.3 |
| 23.5 | % |
Government and defense | |
| 28.9 | |
| 28.4 |
| 1.8 | % |
| 55.4 | |
| 52.7 |
| 5.1 | % |
| | $ | 85.7 | | $ | 74.9 |
| 14.4 | % | $ | 165.7 | | $ | 142.0 |
| 16.7 | % |
Expeditionary Services | |
|
| |
| |
| | |
|
| |
|
|
|
| |
Commercial | | $ | (1.5) | | $ | 0.5 |
| (400.0) | % | $ | (1.9) | | $ | 1.5 |
| (226.7) | % |
Government and defense | |
| 1.7 | |
| 2.9 |
| (41.4) | % |
| 3.7 | |
| 6.0 |
| (38.3) | % |
| | $ | 0.2 | | $ | 3.4 |
| (94.1) | % | $ | 1.8 | | $ | 7.5 |
| (76.0) | % |
Three Month Period Ended November 30, 2019
Aviation Services Segment
Sales in the Aviation Services segment increased $69.1 million or 14.9% over the prior year period due to a $25.0 million or 18.2% increase in sales to government and defense customers. The increase in sales to government and defense customers was primarily attributable to growth from new contracts awarded.
During the second quarter of fiscal 2020, sales in this segment to commercial customers increased $44.1 million or 13.5% over the prior year period. The increase was primarily due to increased volumes in our supply chain activities.
Changes in estimates and assumptions related to our arrangements accounted for using the cost-to-cost method are recorded using the cumulative catch-up method of accounting. In the second quarter of fiscal 2020, we had favorable cumulative catch-up adjustments of $1.9 million. In the second quarter of fiscal 2019, we recognized favorable cumulative catch-up adjustments of $3.1 million. These adjustments relate to our long-term, power-by-the-hour programs where we provide component inventory management and repair services and certain long-term government programs.
Cost of sales in Aviation Services increased $58.3 million or 15.0% over the prior year period, which was largely in line with the sales increase discussed above. Gross profit in the Aviation Services segment increased $10.8 million or 14.4% over the prior year period. Gross profit on sales to commercial customers increased $10.3 million or 22.2% over the prior year period primarily due to the increased volume across both our supply chain and MRO activities partially offset by a decrease in gross profit of $2.6 million in our commercial programs activities. The gross profit margin on sales to commercial customers increased to 15.4% from 14.3% primarily from increased profitability in our MRO activities partially offset by the reduced gross profit margin in our commercial programs activities.
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Gross profit on sales to government and defense customers increased $0.5 million or 1.8% over the prior year primarily driven by the new government contract awards. Gross profit margin on sales to government and defense customers decreased to 17.8% from 20.7% as the gross profit margin on these recent contract awards is lower than our existing government and defense activity.
Expeditionary Services Segment
Sales in the Expeditionary Services segment decreased $1.5 million or 4.9% over the prior year period primarily due to the timing of contract awards.
Gross profit in the Expeditionary Services segment decreased $3.2 million or 94.1% from the prior period primarily due to operational challenges impacting profitability in the current year period. Gross profit margin decreased to 0.7% from 11.2% primarily as a result of these operational challenges.
Provision for Doubtful Accounts
In the second quarter of fiscal 2019, we recognized a provision for doubtful accounts of $12.4 million related to the bankruptcy of a European airline customer. The provision included impairment of non-current contract assets of $7.6 million, allowance for doubtful accounts of $3.3 million, and other liabilities of $1.5 million.
Selling, General and Administrative Expenses
Selling, general and administrative expenses increased $8.0 million over the prior year period. As a percent of sales, selling, general and administrative expenses increased to 10.2% from 10.0% in the prior year period. These increases are primarily attributable to investigation and remediation compliance costs of $2.4 million and severance costs of $0.9 million.
Income Taxes
Our effective income tax rate for continuing operations was 23.0% for the second quarter of fiscal 2020 compared to 21.1% in the prior year period. Higher excess tax benefits from stock options exercises in fiscal 2019 compared to the current year period drove the higher effective tax rate in fiscal 2020.
Six Month Period Ended November 30, 2019
Aviation Services Segment
Sales in the Aviation Services segment increased $142.5 million or 15.8% over the prior year period primarily due to a $74.6 million or 27.7% increase in sales to government and defense customers. The increase in sales to government and defense customers was primarily attributable to new contracts awarded recently, including the $118 million contract for the procurement, modification and delivery of two C-40 aircraft we received in early fiscal 2020.
During the six-month period ended November 30, 2019, sales in this segment to commercial customers increased $67.9 million or 10.7% over the prior year period. The increase was primarily due to higher volumes in our MRO activities as our actions to attract and retain the necessary skilled labor have allowed us to capture the customer demand for these services.
Changes in estimates and assumptions related to our arrangements accounted for using the cost-to-cost method are recorded using the cumulative catch-up method of accounting. During the six-month period ended November 30, 2019, we had favorable cumulative catch-up adjustments of $1.9 million. During the six-month period ended November 30, 2018, we recognized favorable and unfavorable cumulative catch-up adjustments of $3.8 million and $0.5 million, respectively. These adjustments relate to our long-term, power-by-the-hour programs where we provide component inventory management and repair services and certain long-term government programs.
Cost of sales in Aviation Services increased $118.8 million or 15.6% over the prior year period, which was largely in line with the sales increase discussed above. Gross profit in the Aviation Services segment increased $23.7 million or 16.7% over the prior
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year period. Gross profit on sales to commercial customers increased $21.0 million or 23.5% over the prior year period primarily due to the increased volume and improved profitability in our MRO activities partially offset by a decrease in gross profit of $6.7 million in our commercial programs activities. The gross profit margin on sales to commercial customers increased from 14.1% to 15.8% primarily from the increased profitability in our MRO activities partially offset by the reduced gross profit margin in our commercial programs activities.
Gross profit on sales to government and defense customers increased $2.7 million or 5.1% over the prior year primarily driven by the new government contract awards. Gross profit margin on sales to government and defense customers decreased to 16.1% from 19.6% as the gross profit margin on these recent contract awards is lower than our existing government and defense activity.
Expeditionary Services Segment
Sales in the Expeditionary Services segment increased $0.3 million or 0.5% over the prior year period. Gross profit in the Expeditionary Services segment decreased $5.7 million or 76.0% from the prior period primarily due to operational challenges impacting profitability in the current year. Gross profit margin decreased to 3.1% from 12.9% primarily as a result of these operational challenges.
Selling, General and Administrative Expenses
Selling, general and administrative expenses increased $17.9 million over the prior year period. As a percent of sales, selling, general and administrative expenses increased to 10.4% from 10.1% in the prior year period. These increases are primarily attributable to investigation and remediation compliance costs of $5.2 million and severance costs of $1.7 million.
Income Taxes
Our effective income tax rate for continuing operations was 20.2% for the six-month period ended November 30, 2019 compared to 15.0% in the prior year period. Higher excess tax benefits from the vesting of restricted shares and stock options exercises in fiscal 2019 compared to the current year period drove the higher effective tax rate in fiscal 2020.
Liquidity, Capital Resources and Financial Position
Our operating activities are funded and commitments met through the generation of cash from operations. In addition to operations, our current capital resources include an unsecured Revolving Credit Facility and an accounts receivable financing program. Periodically, we may also raise capital through common stock and debt financings in the public or private markets. We continually evaluate various financing arrangements, including the issuance of common stock or debt, which would allow us to improve our liquidity position and finance future growth on commercially reasonable terms. Our continuing ability to borrow from our lenders and issue debt and equity securities to the public and private markets in the future may be negatively affected by a number of factors, including the overall health of the credit markets, general economic conditions, airline industry conditions, geo-political events, and our operating performance. Our ability to generate cash from operations is influenced primarily by our operating performance and changes in working capital.
At November 30, 2019, our liquidity and capital resources included cash of $38.2 million and working capital of $665.7 million.
We maintain a Revolving Credit Facility with various financial institutions, as lenders, and Bank of America, N.A., as administrative agent for the lenders. On September 25, 2019, we entered into an amendment to our Revolving Credit Facility which extended the maturity of the Revolving Credit Facility to September 25, 2024, increased the revolving credit commitment to $600 million, and modified certain other provisions. Under certain circumstances, we have the ability to request an increase to the revolving credit commitment by an aggregate amount of up to $300 million.
Borrowings under the Revolving Credit Facility bear interest at the offered Eurodollar Rate plus 87.5 to 175 basis points based on certain financial measurements if a Eurodollar Rate loan, or at the offered fluctuating Base Rate plus 0 to 75 basis points based on certain financial measurements if a Base Rate loan.
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Borrowings outstanding under the Revolving Credit Facility at November 30, 2019 were $175.0 million and there were approximately $20.3 million of outstanding letters of credit, which reduced the availability of this facility to $404.7 million. There are no other terms or covenants limiting the availability of this facility.
As of November 30, 2019, we also had other financing arrangements that did not limit our availability on the Revolving Credit Facility including outstanding letters of credit of $11.6 million and foreign lines of credit of $9.5 million.
At November 30, 2019, we complied with all financial and other covenants under our financing arrangements.
Cash Flows from Operating Activities
Net cash used in operating activities—continuing operations was $10.2 million in the six-month period ended November 30, 2019 compared to cash used of $41.2 million in the prior year period. The decrease from the prior period of $31.0 million was primarily attributable to working capital changes, including customer invoice collection timing.
Cash Flows from Investing Activities
Net cash used in investing activities–continuing operations was $11.7 million during the six-month period ended November 30, 2019 compared to $9.0 million in the prior year period. The increase from the prior period was primarily related to higher expenditures for property and equipment in the current year period.
Cash Flows from Financing Activities
Net cash provided from financing activities–continuing operations was $41.1 million during the six-month period ended November 30, 2019 compared to $44.9 million in the prior year period. The decrease was primarily related to stock compensation activity including proceeds from stock option exercises and stock compensation-related tax payments.
Critical Accounting Policies and Significant Estimates
We make a number of significant estimates, assumptions and judgments in the preparation of our financial statements. See Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2019 Form 10-K for a discussion of our critical accounting policies. There have been no significant changes to the application of our critical accounting policies during the second quarter of fiscal 2020.
Forward-Looking Statements
This report contains certain forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on beliefs of our management, as well as assumptions and estimates based on information available to us as of the dates such assumptions and estimates are made, and are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or those anticipated, depending on a variety of factors, including those factors set forth under Part I, Item 1A in our Annual Report on Form 10-K for the year ended May 31, 2019. Should one or more of those risks or uncertainties materialize adversely, or should underlying assumptions or estimates prove incorrect, actual results may vary materially from those described. Those events and uncertainties are difficult or impossible to predict accurately and many are beyond our control. We assume no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.
Item 3 — Quantitative and Qualitative Disclosures About Market Risk
Our exposure to market risk includes fluctuating interest rates under our credit agreements, changes in foreign exchange rates, and credit losses on accounts receivable. See Note 1 of Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended May 31, 2019 for a discussion of accounts receivable exposure.
Foreign Currency Risk. Revenues and expenses of our foreign operations are translated at average exchange rates during the period, and balance sheet accounts are translated at period-end exchange rates. Balance sheet translation adjustments are excluded from the results of operations and are recorded in stockholders’ equity as a component of accumulated other comprehensive loss. A
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hypothetical 10 percent devaluation of the U.S. dollar against foreign currencies would not have had a material impact on our financial position or continuing operations for the quarter ended November 30, 2019.
Interest Rate Risk. Refer to the section Quantitative and Qualitative Disclosures about Market Risk in our Annual Report on Form 10-K for the year ended May 31, 2019. There were no significant changes during the quarter ended November 30, 2019.
Item 4 — Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As required by Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of November 30, 2019. This evaluation was carried out under the supervision and with participation of our Chief Executive Officer and our Chief Financial Officer. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures. Therefore, effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based upon our evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of November 30, 2019 due to the material weaknesses in internal control over financial reporting that were disclosed in our Annual Report on Form 10-K for the year ended May 31, 2019.
Remediation
We have executed against the remediation plan previously disclosed in our Annual Report on Form 10-K for the year ended May 31, 2019 related to the material weakness related to our controls over inventory cycle counts. We have designed and implemented controls to ensure that all inventory stocking locations are counted within a reasonable timeframe. This remediation plan included our completion of physical counts in the first quarter of fiscal 2020 of all inventory stocking locations not previously counted in fiscal 2019. No material inventory adjustments were identified from these counts.
We continue to implement measures designed to remediate the internal control deficiencies related to information technology general controls and controls over changes to vendor data master files. These actions include additional training and expanded controls over end-user and privileged access to IT applications and files. We anticipate completing our remediation of the internal control deficiencies by the end of fiscal 2020.
The material weaknesses will not be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that the controls are operating effectively.
Changes in Internal Control Over Financial Reporting
Effective June 1, 2019, we adopted ASC 842, which amended the existing accounting standards for lease accounting. We have implemented certain changes to our internal controls over financial reporting to support the reporting and disclosure requirements of the new lease standard. Other than changes related to our remediation efforts and the new accounting processes, systems, and controls for lease accounting, there were no other changes in our internal control over financial reporting during fiscal 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II — OTHER INFORMATION
Item 1 – Legal Proceedings
There have been no significant changes in the Company’s legal proceedings since the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2019 except for the following:
Department of Justice Investigation
The U.S. Department of Justice (“DoJ”), acting through the U.S. Attorney’s Office for the Southern District of Illinois, is conducting an investigation of AAR Airlift Group, Inc. (“Airlift”), a wholly-owned subsidiary of AAR CORP., under the federal civil False Claims Act (“FCA”). The investigation relates to Airlift’s performance of several contracts awarded by the U.S. Transportation
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Command concerning the operations and maintenance of rotary-wing and fixed-wing aircraft in Afghanistan and Africa, as well as several U.S. Navy contracts. In June 2018, the DoJ informed Airlift that part of the investigation was precipitated by a lawsuit filed under the qui tam provisions of the FCA by a former employee of Airlift. That lawsuit remains under seal.
Airlift is cooperating with the DoJ investigation. In order to explore whether a negotiated resolution of the matter is possible, and in an effort to minimize continuing legal defense costs, Airlift has entered into settlement discussions with the DoJ. Airlift believes it has meritorious defenses and counter-arguments to the concerns raised by the DoJ; however, there is no assurance that any settlement will be achieved. If no settlement is reached, the DoJ and the qui tam plaintiff could pursue civil litigation under the FCA, which provides for the recovery of, among other amounts, treble damages and penalties.
While we believe that it is probable that we will incur a loss from this matter, we cannot yet reasonably estimate the maximum amount of potential loss, nor can we provide any assurance that the ultimate resolution of the remaining exposure for this matter will not be material.
Item 1A — Risk Factors
There have been no material changes to our risk factors as set forth in our Annual Report on Form 10-K for the year ended May 31, 2019.
Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds
(c) | The following table provides information about purchases we made during the quarter ended November 30, 2019 of equity securities that are registered by us pursuant to Section 12 of the Exchange Act: |
| | | | | | | | | | |
|
| |
| | |
| Total Number |
| Approximate | |
| | | | | | | of Shares | | Dollar Value of | |
| | | | | | | Purchased as | | Shares that May | |
| | | | | | | Part of Publicly | | Yet Be | |
| | Total Number | | Average | | Announced | | Purchased | ||
| | of Shares | | Price Paid per | | Plans or | | Under the Plans | ||
Period | | Purchased | | Share | | Programs (1) | | or Programs (1) | ||
9/1/2019 — 9/30/2019 |
| — | | | — |
| — |
| |
|
10/1/2019 — 10/31/2019 |
| 100,000 | | $ | 40.84 |
| 100,000 |
| |
|
11/1/2019 — 11/30/2019 |
| — | |
| — |
| — |
| |
|
Total |
| 100,000 | | $ | 40.84 |
| 100,000 | | $ | 222,546,000 |
(1) On July 10, 2017, our Board of Directors authorized a stock repurchase program providing for the repurchase of up to $250 million of our common stock, with no expiration date.
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Item 6 — Exhibits
The exhibits to this report are listed on the following index:
Exhibit |
| Description | | Exhibits |
|---|---|---|---|---|
| | | | |
| | | | |
31. | | Rule 13a-14(a)/15(d)-14(a) Certifications | 31.1 | |
| | | | |
| | | 31.2 | |
| | | | |
32. | | Section 1350 Certifications | 32.1 | |
| | | | |
| | | 32.2 | |
| | | | |
101. | | Interactive Data File | 101 | The following materials from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended November 30, 2019, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets at November 30, 2019 and May 31, 2019, (ii) Condensed Consolidated Statements of Income for the three- and six-months ended November 30, 2019 and 2018, (iii) Condensed Consolidated Statements of Comprehensive Income for the three- and six-months ended November 30, 2019 and 2018, (iv) Condensed Consolidated Statements of Cash Flows for the six months ended November 30, 2019 and 2018, (v) Condensed Consolidated Statement of Changes in Equity for the three- and six- months ended November 30, 2019 and 2018 (vi) Notes to Condensed Consolidated Financial Statements.** |
| | | | |
** | Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| | | |
| |
| AAR CORP. |
| | | (Registrant) |
| | | |
Date: | | /s/ SEAN M. GILLEN | |
| | | |
| | | Vice President and Chief Financial Officer |
| | | (Principal Financial Officer and officer duly |
| | | authorized to sign on behalf of registrant) |
| | | |
| | | |
| | | /s/ ERIC S. PACHAPA |
| | | |
| | | Vice President, Controller and Chief Accounting Officer |
| | | (Principal Accounting Officer) |
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| This ‘10-Q’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 9/25/24 | ||||
| 11/1/21 | ||||
| 6/1/20 | 4 | |||
| 2/22/20 | ||||
| Filed as of: | 12/20/19 | |||
| Filed on: | 12/19/19 | 8-K | ||
| For Period end: | 11/30/19 | |||
| 9/25/19 | 8-K | |||
| 9/1/19 | ||||
| 8/31/19 | 10-Q | |||
| 6/1/19 | ||||
| 5/31/19 | 10-K, 8-K, SD | |||
| 11/30/18 | 10-Q | |||
| 9/1/18 | ||||
| 8/31/18 | 10-Q, DEF 14A | |||
| 6/1/18 | 4 | |||
| 5/31/18 | 10-K, 4, SD | |||
| 2/23/18 | 8-K | |||
| 10/18/17 | 8-K | |||
| 7/10/17 | 4, 8-K | |||
| List all Filings | ||||