In December 2019, a novel strain of coronavirus (“COVID-19”) was reported in Wuhan, China, and the World Health Organization (the “WHO”) subsequently declared COVID-19 a “Public Health Emergency of International Concern.” The COVID-19 pandemic has caused a significant decline in commercial and business air travel, which has materially and adversely affected our business.

In BA, we continue to see signs that the business is recovering from mid-April lows, including an increase in daily flights and many previously suspended and deactivated aircraft returning to pre-COVID plans or better. With respect to the CA business held for sale, passenger traffic on commercial airlines started to decline significantly in late March 2020 and while it has increased somewhat from mid-April lows, it has continued to be significantly below pre-COVID levels through October 2020. The duration and severity of the reduction in travel demand due to the COVID-19 pandemic in both BA and CA is uncertain. In CA, we expect these trends to continue until the global pandemic has moderated and demand for air travel returns. There can be no assurance that any recovery observed to date will continue.

In response to the significant decline in revenue caused by the pandemic, we have implemented the following liquidity-preservation initiatives:

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Personnel actions – We implemented several cost-cutting measures related to personnel, including a hiring freeze, a suspension of 2020 merit salary increases and a modification of the 2020 bonus program allowing awards to be paid in stock or a combination of stock and cash at our option. Additionally, the Chief Executive Officer’s 2019 bonus payout was deferred and in July 2020 the Chief Executive Officer accepted common stock in lieu of cash for the after-tax portion of his 2019 bonus.
We also furloughed approximately 54% of our workforce beginning May 4, 2020. Additionally, effective August 14, 2020, we implemented a reduction in force of approximately 14% of our workforce. Furloughed employees not affected by the reduction in force returned to full time work on August 31, 2020. Effective May 4, 2020, we reduced compensation for salaried employees who were not furloughed. Salary reductions, which will be effective at least through the end of 2020, begin at 30% for the Chief Executive Officer, then 20% for the executive leadership team and reducing downward by staff level from there. In addition, the compensation for the members of our Board of Directors has been reduced by 30% for the last three quarters of 2020.

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Expense management – We have identified and are implementing or continuing to pursue action plans / levers in areas not involving personnel to further reduce costs, including the following:

Renegotiating terms with suppliers, including agreements executed with satellite capacity providers to reduce and defer payments;

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Financing – In March 2020, we drew $22 million under the ABL Credit Facility and in the second quarter we repaid $5 million of such amount. In the third quarter we repaid an additional $1 million and subsequently drew $4 million. As of September 30, 2020, $20 million was outstanding and less than $1 million remained available for borrowing under the terms of the agreement that would allow for the company to meet the “payment conditions” criteria as described in our ABL Credit Agreement. On November 6, 2020, we agreed to issue $50 million aggregate principal amount of additional 9.875% senior secured notes due 2024 at a price equal to 103.5% of their face value, which upon issuance will result in gross proceeds of $51.8 million. See Note 11, “Long-Term Debt and Other Liabilities,” for additional information.

We expect COVID-19 to continue to have a significant negative impact on our revenue and we are unable to predict how long that impact will continue. The extent of the impact of COVID-19 on both our continuing BA business and the CA business now held for sale, as well as on our financial and operational performance will depend on future developments, including the duration, spread and severity of the outbreak, the duration and geographic scope of related travel advisories and restrictions, and the extent of the impact of COVID-19 on overall demand for commercial and business aviation travel, all of which are highly uncertain and cannot be predicted. We are unable to predict how long the pandemic and its negative impact will persist, what additional measures may be introduced by governments or private parties or what effect any such additional measures may have on air travel, our business partners and our business. Not only is the duration of the pandemic and future combative measures unknown, the overall situation is extremely fluid, and it is impossible to predict the timing of future material changes in the situation and whether the Company’s actions in response will be sufficient or successful. However, based on our current plans, including the measures taken in our response to COVID-19, we believe that our cash and cash equivalents and cash flows provided by operating activities will be sufficient to meet our operating obligations, including our capital expenditure requirements, for at least the next twelve months.

Impairment assessments - We review our long-lived assets and indefinite-lived intangible assets for potential impairment whenever events indicate that the carrying amount of such assets may not be recoverable. We are continuously monitoring the COVID-19 pandemic and its impact. If the impact of the pandemic exceeds management’s estimates, we could incur material impairment charges in future periods. See Note 3, “Discontinued Operations,” for additional information on our long-lived assets and Note 9, “Intangible Assets,” for additional information on our indefinite-lived assets.

Credit Losses — We regularly evaluate our accounts receivable and contract assets for expected credit losses and recorded credit losses for the three and nine month periods ended September 30, 2020. We are continuously monitoring our assumptions used to determine our expected credit losses, including the impact of the COVID-19 pandemic, which could cause us to record additional credit losses in future periods. See Note 10, “Composition of Certain Reserves and Allowances,” for additional information.