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2. Basis of Presentation and Significant Accounting Policies: Liquidity (Policies)
6 Months Ended
Apr. 30, 2022
Policies  
Liquidity

Liquidity

 

The Company’s current liabilities exceeded its current assets (excluding deferred revenue) by $254,000 as of April 30, 2022.  The note payable to a related party, G.S. Beckwith Gilbert, the Company’s significant shareholder and Non-Executive Chairman of the Board, with a maturity of November 1, 2023, was $11,692,000 at April 30, 2022.  The Company has accrued and unpaid interest under these borrowings for the first six months of fiscal 2022 in the amount of $531,000, which amount is included in accrued expenses and other current liabilities at April 30, 2022.  During fiscal year 2021, the Company paid Mr. Gilbert all accrued interest incurred for fiscal 2021 in the amount of $1,057,000.  The Company’s stockholders’ equity had a deficit of $12,666,000 at April 30, 2022. The Company reported a net loss of $1,805,000 for the six months ended April 30, 2022.

 

If the Company’s business does not generate sufficient cash flows from operations to meet its operating cash requirements, the Company will attempt to obtain external financing on commercially reasonable terms. However, the Company has received a commitment from G.S. Beckwith Gilbert, dated June 10, 2022, that if the Company, at any time, is unable to meet its obligations through June 11, 2023, G.S. Beckwith Gilbert will provide the Company with the necessary continuing financial support to meet such

obligations. Such commitment for financial support may be in the form of additional advances or loans to the Company, in addition to the deferral of principal and/or interest payments due on the existing loans, if deemed necessary. The note payable is secured by the Company’s assets.

 

The Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”), enacted in March 2020, as well as subsequently enacted legislation, including the American Rescue Plan Act of 2021 (the “Rescue Act”), have provided economic support for, among others, businesses in the aviation industry.  The Company has received grants under both the CARES Act and the Rescue Act (collectively referred to herein as the “CARES Act grants”), totaling approximately $6,498,000, as described in more detail below.

 

1.In July 2020, the Company entered into an agreement with the U.S. Department of the Treasury to receive an aggregate of $3,003,000 in emergency relief through the CARES Act Payroll Support Program (“PSP1”). The relief payments were received in three installments from July 2020 through September 2020.  Pursuant to the Payroll Support Program Agreement, the relief payments must be used exclusively for the continuation of payment of certain employee wages, salaries and benefits.  The Company has used such relief payments for such purpose.  The PSP1 relief payments were conditioned on the Company’s agreement to, among other things, refrain from conducting involuntary employee layoffs or furloughs through September 30, 2020, as well as other conditions including prohibitions on share repurchases and dividends through September 30, 2021, and certain limitations on executive compensation that applied through March 24, 2022.   

2.On February 12, 2021, the Company received an additional “top off” disbursement of $875,000 under PSP1, subject to the terms and conditions described above. 

3.On March 5, 2021, the Company entered into a Payroll Support Program Extension Agreement with the U.S. Department of the Treasury for an award the Company received under the CARES Act Payroll Support Program (“PSP2”).  The total amount awarded to the Company under PSP2 was approximately $1,310,000.  The relief payments under PSP2 were received in two installments of approximately $655,000 each on March 8, 2021 and April 26, 2021.  As with the original grant under PSP1, PSP2 proceeds were required to be used exclusively for the continuation of payment of certain employee wages, salaries, and benefits.  The Company has used such relief payments for such purpose.  The PSP2 relief payments were conditioned on the Company’s agreement to, among other things, refrain from conducting involuntary employee layoffs or furloughs through the later of March 31, 2021, or the date on which the Company has expended all of the payroll support, as well as other conditions including prohibitions on share repurchases and dividends through the later of March 31, 2022, or the date on which the Company has expended all of the payroll support, and certain limitations on executive compensation that apply through October 1, 2022.   

4.On April 16, 2021, the Company entered into a Payroll Support Program 3 Agreement with the U.S. Department of the Treasury for an award the Company will receive under the Rescue Act (“PSP3”).  The total amount awarded to the Company under PSP3 was approximately $1,310,000.  The first installment, in the amount of approximately $655,000, was received by the Company on April 29, 2021.  The second installment of approximately $655,000 was received by the Company on May 27, 2021.  The Company does not anticipate any additional stimulus grant payments under the Payroll Support Programs.  As with the original grants under PSP1 and PSP2, proceeds under PSP3 were required to be used exclusively for the continuation of payment of certain employee wages, salaries, and benefits. The Company has used such proceeds for such purpose.  The PSP3 relief payments were conditioned on the Company’s agreement to, among other things, refrain from conducting involuntary employee layoffs or furloughs through the later of September 30, 2021, or the date on which the Company has expended all of the payroll support, as well as other conditions including prohibitions on share repurchases and dividends through September 30, 2022, and certain limitations on executive compensation that apply through April 1, 2023.   

 

The Company expended the remaining balance of funds received under the various Payroll Support Programs during the three months ended January 31, 2022.  The amount of unused stimulus funding as of April 30, 2022 and October 31, 2021 was $0 and $856,000, respectively, and is shown in the balance sheet under current liabilities as Accrued Liabilities - Stimulus Funding.

 

The Company believes that it has operated in compliance with all the provisions and requirements under the CARES Act,  the Rescue Act and the Payroll Support Program Agreements up through and including the period ended April 30, 2022, and fully intends to continue to comply with all such provisions and requirements.  Consequently, the Company has accounted for the advanced funds as grants not requiring repayment and recognized such amounts in income as qualifying salaries, wages and benefits were incurred.  The Company reduced its compensation expense by $0 and $1,172,000 during the three months ended April 30, 2022 and April 30, 2021, respectively, and by $789,000 and $2,188,000 during the six months ended April 30, 2022 and April 30, 2021, respectively, as the CARES Act grant proceeds received by the Company were used to fund eligible payroll costs.  If the Company does not comply with the provisions of the CARES Act, the Rescue Act and the Payroll Support Program Agreements, the Company may be required to repay the government funds and also be subject to other remedies.