v3.26.3
Summary of Significant Accounting Policies
12 Months Ended
Dec. 31, 2025
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies Summary of Significant Accounting Policies
Basis of Presentation
The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of Harbor Diversified, Inc. (“Harbor”) and its subsidiaries (collectively, the “Company”).
Harbor is a non-operating holding company that is the parent of a consolidated group of subsidiaries, including AWAC Aviation, Inc. (“AWAC”), which, until January 9, 2026, was the sole member of Air Wisconsin Airlines LLC (“Air Wisconsin”), which operated as an air carrier. Harbor is also the direct parent of three other subsidiaries: (1) Lotus Aviation Leasing, LLC (“Lotus”), which leased flight equipment to Air Wisconsin, (2) Air Wisconsin Funding LLC (“AWF”), which provided flight equipment financing to Air Wisconsin, and (3) Harbor Therapeutics, Inc. (“Therapeutics”), which is a non-operating entity with no material assets.
Aviation Disposition
As a result of the termination of the American capacity purchase agreement and the consideration of strategic alternatives, as further discussed in the Description of Operations section below, on January 9, 2026, Harbor completed the last in a series of transactions pursuant to which it disposed of all of its aviation assets, including its membership interests in Air Wisconsin (the completion of all such transactions, collectively, the “Aviation Disposition”) for which it received approximately $125,900 in the aggregate, consisting of $14,800 for asset dispositions occurring during 2025 and $111,100 in January 2026, subject to certain customary purchase price adjustments and the impact of required tax obligations which are estimated to be approximately $(203) and $9,933, respectively. After giving effect to the Aviation Disposition, neither Harbor nor any of its remaining subsidiaries has any material operating assets or infrastructure to support an airline, provided that the Company did retain certain non-operating assets, which primarily relate to lease payments for a single aircraft, insurance claims, and state and federal tax refunds.
Harbor currently does not have any material operating assets, is not engaged in any operating business, and does not have any source of revenue from operations. For additional information, please refer to Note 15, Subsequent Events.
Principles of Consolidation
The consolidated financial statements include the accounts and transactions of Harbor and its wholly-owned subsidiaries. All inter-company accounts and transactions are eliminated in consolidation.
Description of Operations
Prior to April 3, 2025, the Company operated as a regional airline with principal lines of business focused on (1) providing regional and other air services through Air Wisconsin (airline business), (2) acquiring flight equipment for the purpose of leasing the equipment to Air Wisconsin, and (3) providing flight equipment financing to Air Wisconsin. For approximately two years prior to April 3, 2025, the Company provided these services pursuant to a capacity purchase agreement entered into between Air Wisconsin and American Airlines, Inc. ("American") in August 2022 (the “American capacity purchase agreement”). In addition to the services it provided under the American capacity purchase agreement, Air Wisconsin began offering on-demand charter service within the contiguous United States in the fourth quarter of 2024. This service was seasonal in nature with a significant portion of charter flights provided to collegiate athletic teams, whose seasons typically end in late spring or early summer and do not begin again until fall.
The American capacity purchase agreement terminated on April 3, 2025. As part of the wind-down schedule delivered by American in connection with the termination of the agreement, 15 aircraft were removed from service in March 2025, with the remaining aircraft removed from service for American on April 3, 2025. As of December 31, 2025, Air Wisconsin had no aircraft in service under the American capacity purchase agreement. Following the termination of the American capacity purchase agreement, Air Wisconsin no longer operated as a regional air carrier, but it did continue its charter operations.
The Company also explored alternative business strategies, including the sale and lease of assets. But, since these efforts did not lead to sustainable operations or positive financial results, the Company commenced the Aviation Disposition.
For additional information, please refer to Note 2, Capacity Purchase Agreement with American, and Note 15, Subsequent Events.
Segment Reporting
Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”), who for the year ended December 31, 2025, was the President and Chief Executive Officer of Air Wisconsin, in deciding how to allocate resources and in assessing operating performance. Under Accounting Standards Codification Topic 280, Segment Reporting, for the year ended December 31, 2025, the Company had one reportable segment that was managed on a consolidated basis providing on-demand charter service and scheduled flight services for American under the American capacity purchase agreement, all within the contiguous United States and Canada.
Our CODM regularly evaluates the Company's consolidated net income (loss) to make decisions regarding resource allocation and performance assessment. Significant expenses that are regularly provided to the CODM for the Company's one reportable segment align with those presented on the consolidated statements of operations and are included within the reported measure of consolidated Net loss. Additionally, the measure of segment assets is reported on the consolidated balance sheets as Total assets.
Contract Revenues
For the years ended December 31, 2025 and December 31, 2024, approximately 81.7% and 98.9%, respectively, of the Company’s operating revenues were derived from operations associated with the American capacity purchase agreement.
In performing an analysis of the American capacity purchase agreement within the framework of Accounting Standards Update (“ASU”) No. 2016-02, Leases (“ASC 842”) and Accounting Standards Codification Topic (“ASC”) 606, Revenue from Contracts with Customers (“ASC 606”), the Company determined that a portion of the payments it received under the agreement that was designed to reimburse Air Wisconsin for use of a certain number of aircraft, which is referred to as “right of use,” was considered lease revenue. All other revenue received by Air Wisconsin under the capacity purchase agreement was considered non-lease revenue. After consideration of the lease and non-lease components, within the context of ASC 842, the Company determined the non-lease component to be the predominant component of the capacity purchase agreement and elected a practical expedient to not separate the lease and non-lease components. Therefore, all compensation received by Air Wisconsin pursuant to the American capacity purchase agreement, prior to its termination in April 2025, had been accounted for under ASC 606.
Because Air Wisconsin's flights under the American capacity purchase agreement provided distinct services that had the same pattern of transfer to the customer, which were satisfied over time with the measure of progress for each flight deemed to be substantially the same, the flight services provided under the American capacity purchase agreement represented a series of services that were accounted for as a single performance obligation. Therefore, contract revenues were recognized when service was provided and the performance obligation was determined on a per completed flight basis. The performance obligation of each completed flight was measured using departures.
Under the American capacity purchase agreement, Air Wisconsin was entitled to receive certain payments based on the number of aircraft covered under the agreement, block hours, departures and certain performance metrics. Air Wisconsin received $17,946 and $86,114, for the years ended December 31, 2025 and December 31, 2024, respectively, related to flying based on block hours and departures. The American capacity purchase agreement also provided for the reimbursement to Air Wisconsin of certain direct operating expenses, such as certain insurance premiums and property taxes. Air Wisconsin was also eligible to receive bonus compensation, and was required to pay rebates, upon the achievement of, or failure to achieve, certain pre-established performance criteria. In November 2024, Air Wisconsin and American entered into Amendment No. 4 to the American capacity purchase agreement (“Amendment No. 4”) which, among other things (i) resolved certain disputes with respect to the interpretation of American's payment obligations under the American capacity purchase agreement, (ii) accelerated the right of each of Air Wisconsin and American to terminate the American capacity purchase agreement for convenience, (iii) modified the way in which compensation rates and bonus
and rebate reconciliations were made, (iv) modified the total number of aircraft and total number of hours for which Air Wisconsin received payment, and (v) provided for certain incentive payments made by American to Air Wisconsin.
Prior to the termination of the American capacity purchase agreement, American made provisional cash payments to Air Wisconsin based on a projected level of flying. These provisional cash payments were subsequently reconciled with American based on actual completed flight activity on a monthly basis. As of December 31, 2025 and December 31, 2024, American owed Air Wisconsin $— and $3,395, respectively, which is recorded in Receivables, net, in the consolidated balance sheets. As of the date of this filing, all payments under the American capacity purchase agreement have been reconciled.
Air Wisconsin was eligible under the American capacity purchase agreement, as amended by Amendment No. 4, to receive bonus payments, and was required to pay rebates, upon the achievement of, or failure to achieve, certain performance criteria primarily based on flight completion, on-time performance, and customer satisfaction ratings. At the end of each month or quarter, Air Wisconsin calculated the bonus amounts achieved, or rebates payable, during that period and recognized revenue accordingly, subject to the variable constraint guidance under ASC 606. For the years ended December 31, 2025 and December 31, 2024 Air Wisconsin recorded $4,500 and $3,638 respectively, in incentive amounts under the American capacity purchase agreement.
Under the American capacity purchase agreement, as amended by Amendment No. 4, Air Wisconsin was entitled to receive from American a fixed daily amount for each aircraft covered under the agreement. Because the fixed daily amounts for each aircraft covered under the agreement were specifically related to the performance obligation completed during the period, they were recognized in contract revenues in the period in which the applicable flights were completed. During the years ended December 31, 2025 and December 31, 2024, Air Wisconsin recorded $16,029 and $81,619, respectively, of fixed daily revenues under the American capacity purchase agreement which are included as part of Contract revenues in the consolidated statements of operations.
Under the American capacity purchase agreement, Air Wisconsin was also entitled to be reimbursed for certain startup costs, such as livery changes to the aircraft, to prepare the aircraft for American flight services that it recognized as non-refundable upfront fee revenue. Prior to the termination of the American capacity purchase agreement in April 2025, Air Wisconsin had incurred $3,998 in reimbursable costs. In accordance with GAAP, the Company recognized revenue related to the total estimated non-refundable upfront fee revenue on a proportional basis taking into account the number of flights actually completed in the period relative to the number of flights expected to be completed in subsequent periods during the remaining term of the agreement. Accordingly, during the year ended December 31, 2025 and December 31, 2024, Air Wisconsin recognized $753 and $2,741, respectively, of non-refundable upfront fee revenues that were previously deferred. As of December 31, 2025 and December 31, 2024, Air Wisconsin deferred $— and $753, respectively, in non-refundable upfront fee revenues under the American capacity purchase agreement. Air Wisconsin’s deferred revenues related to the non-refundable upfront fee revenues under the American capacity purchase agreement were adjusted over the remaining contract term, based on the actual expenses incurred that were reimbursed and recognized based on the number of flights actually completed in the period relative to the number of flights expected to be completed in subsequent periods during the remaining term of the agreement. As of December 31, 2025 there were no longer any deferred upfront fee revenues due to the termination of the American capacity purchase agreement in April 2025. As of December 31, 2024, deferred non-refundable upfront fee revenues in the amount of $753 were netted as part of Contract liabilities, net in the consolidated balance sheets.
Under the American capacity purchase agreement, Air Wisconsin also received a monthly support fee and was reimbursed for heavy maintenance expenses based on the fixed covered per aircraft per day rate over the term of the agreement. In addition, amendments to the American capacity purchase agreement entered into in February 2023 and November 2023 (“Amendment No. 1” and “Amendment No. 3”, respectively) provided for a one-time payment, as well as revised compensation rates, to assist Air Wisconsin with pilot compensation and retention. Amendment No. 4 provided payment for a fixed number of aircraft through the term of the American capacity purchase agreement. In accordance with GAAP, the Company recognized revenue related to the monthly support fee, heavy maintenance revenue, and one-time pilot compensation assistance payment on a proportional basis taking into account the number of flights actually completed in the period relative to the number of flights that were expected to be completed in subsequent periods during the remaining term of the agreement. Accordingly, during the years ended December 31, 2025 and December 31, 2024, Air Wisconsin recognized $7,299 and $10,990, respectively, of revenue related to these amounts. As of December 31, 2025 and December 31, 2024, revenues related to the anticipated heavy maintenance reimbursements and one-time pilot compensation assistance payment in the amounts of $— and $2,688 were netted as part of Contract liabilities, net, respectively. As of December 31, 2025 and December 31, 2024, revenues related to the monthly support fee in the amounts
of $— and $1 were netted as part of Contract liabilities, net, and Long-term contract liabilities, net, respectively. Air Wisconsin’s Contract liabilities, net and Long-term contract liabilities, net related to the one-time pilot compensation assistance payment, estimated monthly support fee and heavy maintenance revenue adjusted over the remaining contract term, based on the actual reimbursement of the monthly support fee and heavy maintenance revenue and on the number of flights actually completed in each reporting period relative to the number of flights that were completed in subsequent periods during the remainder of the term of the agreement.
Under the American capacity purchase agreement, Air Wisconsin was eligible to receive a block hour minimum and fixed daily amount for aircraft when flying scheduled by American did not meet minimum thresholds based on Air Wisconsin's crew availability. Since the start of flying under the American capacity purchase agreement in March 2023, in all periods prior to the three months ended June 30, 2024, American had met such minimum thresholds and thus no minimum payments were received. Considering Amendment No. 4, during the twelve months ended December 31, 2025 and prior to the termination of the American capacity purchase agreement, Air Wisconsin received $362 related to the block hour and crew availability minimums, compared to $9,508 received during the twelve months ended December 31, 2024. In accordance with GAAP, the Company recognized revenue related to the total block hour and crew availability minimums on a proportional basis taking into account the number of flights actually completed in the period relative to the number of flights that were expected to be completed in subsequent periods during the remaining term of the agreement. Accordingly, during the twelve months ended December 31, 2025, Air Wisconsin recognized $2,820 of revenues for block hour and crew availability minimums compared to $7,050 for the year ended December 31, 2024. As of December 31, 2025, there were no revenues related to the block hour and crew availability minimums netted as part of Contract liabilities, net in the consolidated balance sheets compared to $2,458 as of December 31, 2024. Air Wisconsin’s block hour and crew availability minimums that were netted as part of Contract liabilities, net on the consolidated balance sheets were adjusted over the remaining contract term, based on the actual revenues that were received and recognized based on the number of flights that were completed in the period relative to the number of flights that were expected to be completed in subsequent periods during the remainder of the term of the agreement.
Air Wisconsin received an incentive payment upon the execution of Amendment No. 4. Additionally, Air Wisconsin received an incentive payment related to the wind-down of the American capacity purchase agreement in conjunction with the final payment owed to Air Wisconsin by American following the termination of the American capacity purchase agreement. The Company recognized revenue from such incentive payments proportionately over the departures actually completed and expected to be completed during the remainder of the term of the American capacity purchase agreement. For the years ended December 31, 2025 and December 31, 2024, the Company recognized $4,301 and $1,699, respectively, of revenues for such incentive payments. As of December 31, 2025 there were no longer any deferred incentive revenues related to Amendment No. 4 due to the termination of the American capacity purchase agreement in April 2025. As of December 31, 2024, revenues related to the Amendment No. 4 incentive payments in the amount of $3,301 were netted as part of Contract liabilities, net in the consolidated balance sheets and were adjusted over the remaining contract term in proportion to the number of flights completed in the period relative to the number of flights that were expected to be completed over the remaining term of the American capacity purchase agreement.
Additionally, Amendment No. 4 modified the total number of aircraft under the American capacity purchase agreement for which Air Wisconsin received a fixed daily amount per aircraft per day (“fixed aircraft payment”) for periods beginning in October 2024 through the end of the term of the American capacity purchase agreement. During the year ended December 31, 2025, Air Wisconsin received $9,496 related to the fixed aircraft payments. In accordance with GAAP, the Company recognized revenue related to the fixed aircraft payments on a proportional basis taking into account the number of flights actually completed in the period relative to the number of flights that were expected to be completed during the remaining term of the American capacity purchase agreement. Accordingly, during the years ended December 31, 2025 and December 31, 2024, Air Wisconsin recognized $4,486 and $5,009, respectively, of revenues related to the fixed aircraft payments. As of December 31, 2025 there were no longer any fixed aircraft payments that were deferred due to the termination of the American capacity purchase agreement in April 2025. As of December 31, 2024, revenues related to the fixed aircraft payments in the amounts of $5,009 were netted as part of Contract liabilities, net in the consolidated balance sheets. Air Wisconsin’s fixed aircraft payment revenues were netted as part of Contract liabilities, net on the consolidated balance sheets were adjusted over the remaining contract term in proportion to the number of flights that were completed in the period relative to the number of flights that were expected to be completed over the remaining term of the American capacity purchase agreement.
During the years ended December 31, 2025 and December 31, 2024 there were $4,190 and $662, respectively, of revenues recognized that were previously recorded as Contract liabilities, net. There were no outstanding contract assets or liabilities related to the American capacity purchase agreement as of December 31, 2025.
On January 3, 2025, American delivered notice to Air Wisconsin of its election to terminate the American capacity purchase agreement. The agreement terminated on April 3, 2025, and contract revenues have not been recorded under that agreement since then.
In the fourth quarter of 2024, Air Wisconsin also began offering on-demand charter service. Under this service, Air Wisconsin negotiated a fare for the charter operations with the customer where such fare was calculated based on anticipated costs, including fuel and oil, landing fees, passenger screening fees, etc. As many of such costs were estimated contracts included reconciliation language; however, under some circumstances such costs were borne by Air Wisconsin. The performance obligation was met and revenue was recognized upon completion of the flight. For the years ended December 31, 2025 and December 31, 2024, charter revenues were $11,760 and $2,187, respectively, representing 17.6% and 1.1%, respectively, of total operating revenues. As of both December 31, 2025 and December 31, 2024, the Company had no contract liability outstanding with respect to charter service and had $330 and $635, respectively, recorded as part of Accounts receivable, net on the consolidated balance sheet. There were no credit losses recorded with respect to the charter services during the years ended December 31, 2025 and December 31, 2024, nor did the Company expect any such credit losses in the future since the expected revenues were provided in an escrow account prior to any such flights.
Contract Services and Other Revenues
Other revenues primarily consist of the aircraft services, sales of parts to other airlines and aircraft lease payments. Following completion of the sale of the two aircraft in the third quarter of 2025, the Company agreed to perform certain maintenance services with respect to the aircraft. The Company recorded service revenues of $377, accounting for 0.6% of total operating revenues during the year ended December 31, 2025 compared to no service revenues during the year ended December 31, 2024. The sales of parts and aircraft lease payments were immaterial during the periods presented. The transaction price for these other revenues generally is fair market value.
Cash and Cash Equivalents
Money market funds and investments and deposits with an original maturity of three months or less when acquired are considered cash and cash equivalents.
Restricted Cash
As of December 31, 2025 and December 31, 2024, the Company had restricted cash balances of $590 and $667, respectively. A portion of the balance secured a credit facility for the issuance of letters of credit guaranteeing the performance of Air Wisconsin’s obligations under certain lease agreements, airport agreements and insurance policies. The obligations supported by these letters of credit remained with Air Wisconsin following the Aviation Disposition. The remaining portion is cash held for the repurchase of shares under Harbor’s stock repurchase program. For additional information, please refer to Note 7, Commitments and Contingencies, and Note 14, Stock Repurchase Program.
Allowance for Credit Losses
The Company monitors publicly available credit ratings for entities for which the Company has a significant credit balance. The Company determined that its receivables for the year ended December 31, 2025 were primarily the result of its charter services, insurance-related receivables and tax related refunds. The charter receivables are placed in escrow prior to the performance of services and the other receivables are payable by governmental entities or companies the Company believes to be credit-worthy. Accordingly, the Company has not recorded an allowance for credit losses related to these receivables.
The Company historically maintained, and continues to maintain, an allowance for expected credit losses primarily related to employee receivables. The allowance for expected credit losses was $4 and $5 as of December 31, 2025 and December 31, 2024, respectively. The Company will continue to monitor its financial instruments for expected credit losses.
In December 2023, Air Wisconsin entered into a sale-type lease for one of its aircraft. The resulting Sales lease receivable was evaluated under ASC 326 resulting in an allowance for credit losses of $743 and $333 for the years ended December 31, 2025 and December 31, 2024, respectively. For additional information, please refer to Note 6, Sales-type Lease.
Marketable Securities and Long-term Restricted Investments (SESP)
The Company's equity security investments, consisting of exchange-traded funds and mutual funds, are recorded at fair value based on quoted market prices (Level 1) in Marketable securities, Short-term restricted investments (SESP), and Long-term restricted investments (SESP) in the consolidated balance sheets, in accordance with the guidance in Accounting Standards Codification Topic 321, Investments-Equity Securities, with the change in fair value during the period included in the consolidated statements of operations. For additional information, please refer to Note 1, Summary of Significant Accounting Policies - Fair Value of Financial Instruments.
As of December 31, 2025 the fair value of the Company's Marketable securities and Short-term restricted investments (SESP) was $38,168. As of December 31, 2024, the fair value of the Company's Marketable securities and Long-term restricted investments (SESP) was $100,815. For additional information refer to Note 1, Summary of Significant Accounting Policies - Due from broker and Summary of Significant Accounting Policies - Supplemental Executive Savings Plan (“SESP").
The calculation of net unrealized gains that relate to Marketable securities, Short-term restricted investments (SESP), and Long-term restricted investments (SESP) held as of December 31, 2025 and December 31, 2024 is as follows:
Year Ended
December 31,
2025
Year Ended
December 31,
2024
Net gains recognized during the period on equity securities$2,534 $1,557 
Less: Net gains (losses) recognized during the period on equity securities sold during the period1
— — 
Unrealized gains recognized during the period on equity securities held as of the end of the period$2,534 $1,557 
(1)Although Marketable securities, Short-term restricted investments (SESP), and Long-term restricted investments (SESP) were sold during the years ended December 31, 2025 and December 31, 2024, any gains or losses resulting from such sales are immaterial due to the nature of the securities held and the fact that the securities have been marked to market as of the end of the prior reporting period.
Short-term restricted investments (SESP) and Long-term restricted investments (SESP) reflect the assets held in the supplemental executive savings plan (the “SESP”). The SESP was terminated on January 9, 2026, in connection with the Aviation Disposition. For additional information, please refer to Note 1, Summary of Significant Accounting Policies — Supplemental Executive Savings Plan (“SESP”).
Due from Broker
From time-to-time the Company may sell marketable securities for tax planning purposes or to meet liquidity needs. The Company accounts for purchases and sales of marketable securities on a trade-date basis. Accordingly, securities sold are derecognized on the trade date, and any related gain or loss is recognized on that date. Proceeds from sales of securities that have not settled as of the balance sheet date are recorded as Due from broker. As of December 31, 2025 and December 31, 2024, amounts Due from broker were $49,921 and $—, respectively. Amounts due from broker are converted to cash upon settlement and are reflected as cash flows from investing activities in the period in which settlement occurs. Because settlement of the trade did not occur until after December 31, 2025, it represents a non-cash transaction as of December 31, 2025. The cash proceeds from the sale of marketable securities at the end of December 2025 were reinvested in marketable
securities upon cash settlement in January 2026. For additional information, please refer to Note 12, Supplemental Cash Flow Information.
Receivables, net
As of December 31, 2025 and December 31, 2024, the Company had a Receivables, net balance of $3,155 and $7,380, respectively. The table below sets forth the major categories that make up the balances:
December 31, 2025December 31, 2024
Trade receivables$330 $4,030 
Insurance and warranty claim receivables2,126 1,985 
Federal and state tax receivables211 680 
Other industry related receivables492 690 
Allowance for expected credit losses(4)(5)
Receivables, net$3,155 $7,380 
Other industry related receivables include employee receivables related to such items as uniforms and relocation expenses, transactions with our unions, and credits from vendors. The balance of trade receivables was $1,187 as of December 31, 2023.
Spare Parts and Supplies
Spare parts and supplies included an inventory of expendable parts and miscellaneous aircraft supplies stated at average cost less an obsolescence allowance. The Company provided for an allowance for obsolescence after considering a number of factors, including the useful life of the aircraft fleet, the estimated cost of expendable parts expected to be on hand at the end of the useful life and the estimated salvage value of the parts. This allowance was based on management estimates and was subject to change. Expendable parts were charged to expense at average cost when used. Expendable parts that were repairable were returned to inventory at the average cost of comparable parts, less a reserve for scrap. Supplies were stated at average cost. In December 2025, the Company sold the entirety of its spare parts and supplies inventory related to an old fleet type for an immaterial amount. An allowance in the amount of $5,356 had been established for this inventory and it had a carrying value of $— at the time of its sale. The inventory allowance was $11,764 and $17,120 as of December 31, 2025 and December 31, 2024, respectively. The entirety of the inventory of Spare parts and supplies, net was sold as part of the Aviation Disposition on January 9, 2026.
The Company, from time to time, consigned certain of its spare parts and supplies to third parties for sale. Title of any such parts or supplies remained with the Company until a sale was made. To the extent the Company consigned any such spare parts and supplies, it was not material to its inventory. The Company viewed the net carrying value of any consigned spare parts and supplies to be $— for all periods presented due to its obsolescence reserve.
Contract Costs
Contract costs arose from the incremental costs incurred by Air Wisconsin to fulfill its obligations under the American capacity purchase agreement and included costs such as aircraft painting and aircraft reconfiguration. Contract costs were amortized under the capacity purchase agreement based on the completion of Air Wisconsin's performance obligation as measured by departures.
Air Wisconsin incurred certain contract costs (“fulfillment costs”) prior to the start of flying operations for American on March 1, 2023. These costs included changes to the livery, fuel costs, and certain training expenses. The total fulfillment costs incurred prior to the end of the American capacity purchase agreement and as of both December 31, 2025 and December 31, 2024 were $774. These costs were amortized on a proportional basis taking into account the number of flights actually completed in the period relative to the number of flights expected to be completed in subsequent periods
during the remaining term of the agreement. Those contract costs that were expected to be amortized over the next one-year period are included in Contract costs in the consolidated balance sheets.
For the years ended December 31, 2025 and December 31, 2024, Air Wisconsin recorded $146 and $544, respectively, of amortization expense related to fulfillment costs. The amortization of fulfillment costs is included in Depreciation, amortization, and obsolescence allowance in the Cash Flows from Operating Activities section in the consolidated statements of cash flows. As of December 31, 2025, due to the termination of the American capacity purchase agreement in April 2025, there were no Contract costs or Long-term contract costs in the consolidated balance sheets. As of December 31, 2024, Contract costs and Long-term contract costs were $146 and $—, respectively, in the consolidated balance sheets and incurred under the American capacity purchase agreement.
Contract Assets and Liabilities
Contract assets arose from revenue earned for services provided that were not yet billable to American as of the respective dates of the consolidated balance sheets. Contract liabilities arose from payments received in advance of services provided.
Contract assets and liabilities that were expected to be settled within the next one-year period were netted in the consolidated balance sheets and included in either Contract assets, net or Contract liabilities, net. As of December 31, 2025, the Company did not record any Contract assets, net or Contract liabilities, net due to the termination of the American capacity purchase agreement on April 3, 2025. As of December 31, 2024, the Company recorded Contract liabilities, net of $4,190 related to the American capacity purchase agreement.
The table below sets forth the opening and closing balances of current and non-current contract liabilities.
CurrentNon-current
Balance as of December 31, 2023$100 $2,984 
Amounts received, excluding amounts recognized as revenue3,756242
Revenues recognized included in opening contract balance(662)(2,230)
Reclassification between current and non-current996(996)
Balance as of December 31, 2024$4,190 $— 
Amounts received, excluding amounts recognized as revenue11,168—
Revenues recognized included in opening contract balance(15,358)—
Balance as of December 31, 2025$— $— 

Property and Equipment
Property and equipment are stated at cost and were depreciated over their useful lives to their estimated residual values using the straight-line method as follows:
AssetsDepreciable LifeCurrent Residual Value
Aircraft7 years$50 
Rotable parts7 years10%
Spare engines7 years$25 
Ground equipment
up to 10 years
0%
Office equipment
up to 10 years
0%
Leasehold improvementsShorter of asset or lease life0%
The table below sets forth the original cost of the Company’s property and equipment and accumulated depreciation or amortization as of the dates presented. The table excludes construction in process of $3,966 and $3,980 for the years ended
December 31, 2025 and December 31, 2024, respectively. Construction in process primarily relates to the cost of parts that are not capitalized until the parts are placed into service.
For the years ended:December 31, 2025December 31, 2024
AssetsOriginal
Cost
Accumulated
Depreciation/
Amortization
Original
Cost
Accumulated
Depreciation/
Amortization
Aircraft$55,464 $48,822 $65,480 $55,544 
Spare engines
144,559 128,588 157,997 135,278 
Rotable parts29,696 19,441 29,823 19,223 
Ground equipment2,926 2,605 2,953 2,466 
Office equipment4,800 4,600 4,782 4,547 
Leasehold improvements1,062 880 1,123 880 
$238,507 $204,936 $262,158 $217,938 
As of December 31, 2025, Air Wisconsin owned a fleet of 54 CRJ-200 regional jets manufactured by Bombardier, Inc. As a result of the Aviation Disposition on January 9, 2026, the Company no longer owns any regional jets. The Company operated its aircraft under a continuous inspection and maintenance program. Generally, the normal cost of recurring maintenance was expensed when incurred. However, the Company used the deferral method of accounting for Air Wisconsin’s planned major maintenance activities for engines pursuant to which the capitalized engine overhaul costs were amortized over the estimated useful life measured in engine cycles remaining until the next scheduled major maintenance activity. Lotus’ engine maintenance costs were expensed when incurred.
Depreciation expense during the year ended December 31, 2025 was $8,727, compared to $25,475 for the year ended December 31, 2024, and is included in Depreciation, amortization and obsolescence in the consolidated statements of operations. Gains from the disposals of fixed assets for the years ended December 31, 2025 and December 31, 2024 were $14,937 and $648, respectively, and are included in Gain on disposal of fixed assets in the consolidated statements of operations.
Impairment of Long-Lived Assets and Indefinite-Lived Intangible Assets
The Company evaluates long-lived assets and indefinite-lived intangible assets for potential impairment and records impairment losses when events and circumstances indicate the assets might be impaired and the undiscounted cash flows estimated to be generated by those assets are less than their carrying amounts.
When considering whether an impairment of long-lived assets exists, the Company is required to group similar assets together at the lowest level for which identifiable cash flows for such assets are largely independent of the cash flows of other assets and liabilities. The Company determined that because there is only one operating segment, and one aircraft type, the asset group was at the enterprise level and as such, included an assessment of all assets and liabilities of the Company.
The Company determined that the same indicators of impairment that existed during the year ended December 31, 2024 continued to exist with respect to its long-lived assets during the year ended December 31, 2025, requiring the Company to perform a quantitative test for impairment at the end of each quarterly period during 2025. The accounting guidance provides examples of events that may indicate a long-lived asset group may not be recoverable. The relevant examples include a significant adverse change in the extent or manner in which a long-lived asset is used, a significant adverse change in the business climate that could affect the value of a long-lived asset group, or a current period operating or cash flow loss. The Company determined these indicators of impairment continued to be applicable due to the operating losses incurred during the year ended December 31, 2025, and in combination with lower usage rates for the aircraft as a result of the pilot shortage. This resulted in lower block hours and lower cash flows generated by the long-lived assets, continuing the trends which existed as of December 31, 2024. Based on an analysis of the fair market value of its long-lived assets, including taking into account the Aviation Disposition on January 9, 2026, the Company determined that an impairment charge was not required as of December 31, 2025. Although the Company continued to monitor the risks for impairment in light of the termination of the American capacity purchase agreement in April 2025, the subsequent sale of certain assets in 2025 and the Aviation Disposition provided further validation that an impairment charge is not necessary. For additional information, please refer to the section labeled Aviation Disposition in this Note and Note 15, Subsequent Events.
The Company further concluded that its indefinite lived intangible assets continued to be indefinite lived intangible assets as of December 31, 2025 and that its intangible assets should be evaluated as one unit of account for determining impairment. Although indicators of impairment existed as of December 31, 2025, with respect to the intangible assets, the Company concluded, based on a qualitative assessment weighing the positive and negative evidence including a quantitative assessment of the Aviation Disposition on January 9, 2026, that the significant inputs used to determine the fair value of the indefinite-lived intangible assets were not materially changed as of December 31, 2025. As a result, the Company determined that the indefinite-lived intangible assets were not impaired as of December 31, 2025.
Supplemental Executive Savings Plan (“SESP”)
The Company maintained the SESP for the benefit of certain executives. The SESP offered deferred compensation retirement benefits that would otherwise be subject to the compensation limits imposed by the Internal Revenue Code on Company contributions to the Air Wisconsin Airlines Savings Plan. Assets acquired within the plan were recorded as Long-term restricted investments (SESP) and an offsetting liability was recorded as Long-term deferred compensation (SESP) in the consolidated balance sheets. Any increases or decreases in plan assets due to changes in market value were recorded as a Gain on Marketable securities, Short-term restricted investments (SESP), and Long-term restricted investments (SESP), with an offsetting entry made to Payroll and related costs in the consolidated statements of operations. This resulted in no impact on net loss before taxes. The values of Short-term restricted investments (SESP), Long-term restricted investments (SESP), Short-term deferred compensation (SESP) liability, and Long-term deferred compensation (SESP) liability associated with the SESP were adjusted quarterly to reflect changes in market value.
For the years ended December 31, 2025 and December 31, 2024, the Company recorded $507 and $541, respectively, in Gain (loss) on Marketable securities, Short-term restricted investments (SESP), and Long-term restricted investments (SESP) and $29 and $44, respectively, of interest and dividend income, with an offsetting entry made to Payroll and related costs. As of December 31, 2025 and December 31, 2024, Short-term restricted investments (SESP) were $1,127 and $—, respectively, Long-term restricted investments (SESP) were $— and $3,797, respectively, Deferred compensation liability (SESP) were $1,127 and $—, respectively, and Long-term deferred compensation (SESP) were $— and $3,823, respectively, in the consolidated balance sheets. The SESP was terminated effective as of January 9, 2026, in connection with the Aviation Disposition. For additional information, please refer to Note 15, Subsequent Events.
Other Assets
Other non-current assets consist of expected amounts to be received in future periods at least one-year beyond the respective dates of the consolidated balance sheets. Other assets is made up of the items presented in the table below.
For the years ended:
December 31, 2025December 31, 2024
Expected state tax refunds from 2021 and 2022 amended returns253 253 
Expected federal refunds from 2021 and 2022 income tax returns to be amended(1)
6,496 6,527 
Interest receivable - 2022 federal tax refund937 — 
Workers compensation loss fund
898 804 
Long-term deposits56 78 
Other assets$8,640 $7,662 
(1)Based on recent communication with the IRS, the Company has determined that it is unlikely to receive a refund of the $6,496 related to the 2022 amended federal income tax return by December 31, 2026, and thus has reclassified the amount to long-term as of December 31, 2025. This represents a change in classification from the Form 10-Q filed for the period ended September 30, 2025.
The Company recorded a long-term interest receivable related to the 2022 amended federal return in the amount of $937 as of December 31, 2025.
Interest and Dividend Income
The Company records investment income earned on its Cash and cash equivalents, Marketable securities, Short-term restricted investments (SESP), and Long-term restricted investments (SESP) consisting primarily of interest and dividends, in Interest and dividend income in the consolidated statements of operations. During the year ended December 31, 2025 the
Company recorded $937 of interest income related to the long-term federal tax receivable resulting from its amendment of the 2022 federal tax return. For the year ended December 31, 2025, interest income amounted to $1,225, while dividend income amounted to $4,394. For the year ended December 31, 2024, interest income amounted to $289, while dividend income amounted to $4,025.
Income Taxes
The Company utilizes the asset and liability method for accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based upon the estimated future tax effects of differences between the financial statement and tax basis of assets and liabilities, as measured by the current applicable tax rates. Deferred tax expense represents the result of changes in deferred tax assets and liabilities. Determining whether deferred tax assets are realizable requires significant judgment, including but not limited to, forecasting the reversal of temporary differences. A valuation allowance is provided for those deferred tax assets for which the Company cannot conclude that it is more likely than not that such deferred tax assets will be realized. In determining the amount of any valuation allowance, in addition to the reversal of temporary differences, estimated future taxable income as well as feasible tax planning strategies for each taxing jurisdiction, are considered. Each fiscal quarter the Company reevaluates its tax provision and reconsiders the estimates and assumptions related to specific tax assets and liabilities, making adjustments as circumstances change.
As required by the uncertain tax position guidance, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more-likely-than-not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company has applied the uncertain tax position guidance to all tax positions for which the statute of limitations remains open.
The Company is subject to federal, state and local income taxes in the United States. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require the application of significant judgment. The Company is no longer subject to U.S. federal income tax examinations for the years prior to 2022. With a few exceptions, the Company is no longer subject to state or local income tax examinations for years prior to 2021. As of December 31, 2025, the Company had no outstanding tax examinations.
The Company recognizes interest and penalties related to unrecognized tax benefits in income tax expense for all periods presented. The Company accrued $30 and $48 for the payment of interest and penalties at December 31, 2025 and December 31, 2024, respectively.
Comprehensive Income
The Company does not have any components of comprehensive income and as a result, as of December 31, 2025 and December 31, 2024, comprehensive income was equal to net income reported in the consolidated statements of operations.
Concentration of Credit Risk and Customer Risk
Financial instruments that potentially expose the Company to a concentration of credit risk consist principally of cash and cash equivalents that are held by financial institutions in the United States and accounts receivable. The Company at times has had bank deposits in excess of the Federal Deposit Insurance Corporation insurance limit. The Company maintains its cash accounts with high credit quality financial institutions and, accordingly, the Company believes it has minimal credit risk with respect to these financial institutions. As of December 31, 2025 and December 31, 2024, in addition to cash and cash equivalents of $13,517 and $14,952, respectively, the Company had $590 and $667, respectively, in restricted cash, which related to a credit facility used for the issuance of cash collateralized letters of credit supporting Air Wisconsin's obligations under certain lease agreements, airport agreements and insurance policies, as well as cash held for the repurchase of shares under Harbor’s stock repurchase program. Restricted cash includes amounts escrowed in an interest-bearing account that secured the credit facility. Air Wisconsin's obligations supported by these letters of credit remained with Air Wisconsin following the Aviation Disposition.
Air Wisconsin has historically faced considerable customer concentration of risk. Significant customers are those which represent more than 10% of the Company’s total revenue or net accounts receivable balance at each respective balance sheet date. Approximately 81.7% of the Company's consolidated revenues for the year ended December 31, 2025 were derived from the American capacity purchase agreement compared to approximately 98.9% for the year ended December 31, 2024. As of December 31, 2025, none of the Receivables, net balance in the consolidated balance sheets was
derived from the American capacity purchase agreement compared to 46.0% as of December 31, 2024. The American capacity purchase agreement terminated effective April 3, 2025.
In the fourth quarter of 2024, Air Wisconsin began on demand charter service. Although certain of its customers represented more than 10% of the Company's total revenue during the year ended December 31, 2025, all payments due to Air Wisconsin were pre-paid and held in escrow until completion of the flights.
None of American's obligations to pay Air Wisconsin the amounts required to be paid under the American capacity purchase agreement were collateralized.
For additional information, please refer to Note 2, Capacity Purchase Agreement with American.
Estimates and Assumptions
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates relate to revenue recognition, long-lived assets, and income taxes.
Management evaluates its estimates and assumptions on an ongoing basis using historical experience, existing and
known circumstances, authoritative accounting guidance, and other factors it believes to be reasonable, including an assessment of current and anticipated future macroeconomic conditions, and makes adjustments when facts and circumstances dictate. These estimates are based on information available as of the date of the financial statements. To the extent there are differences between these estimated and actual results, it may result in material effects on the Company's financial condition, results of operations and liquidity.
Fair Value of Financial Instruments
The Company’s financial instruments include Cash and cash equivalents, Restricted cash, Marketable securities, Short-term restricted investments (SESP), Long-term restricted investments (SESP), Receivables, net, Long-term investments, Accounts payable, and Long-term promissory note. The Company believes the carrying amounts of these financial instruments, with the exception of Marketable securities, Short-term restricted investments (SESP), and Long-term restricted investments (SESP), are a reasonable estimate of their fair value because of the short-term nature of such instruments, or, in the case of the Long-term promissory note, because the Company also holds the promissory note evidencing such obligation, which is reflected in Long-term investments on the consolidated balance sheets. Marketable securities, Short-term restricted investments (SESP), and Long-term restricted investments (SESP) are reported at fair value based on quoted market prices. Long-term investments are held-to-maturity debt securities and are reported at amortized cost. For additional information regarding the Long-term promissory note and Long-term investments, please refer to Note 4, Long-term Promissory Note.
Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date, which is otherwise referred to as an exit price. Accounting Standards Codification Topic 820, Fair Value Measurement (“ASC 820”) establishes a three-tier fair value hierarchy, which prioritizes inputs used in fair value. The tiers are as follows:
Level 1 - Quoted market prices in active markets for identical assets or liabilities.
Level 2 - Inputs other than Level 1 inputs that are either directly or indirectly observable.
Level 3 - Unobservable inputs developed using the Company’s estimates and assumptions, which reflect those that market participants would use.
The determination of where an asset or liability falls in the hierarchy requires significant judgment. The Company evaluates these determinations each reporting period, and it is possible that an asset or liability may be classified differently from year to year.
The tables below set forth the Company’s classification of Marketable securities, Long-term investments, Short-term restricted investments (SESP), and Long-term restricted investments (SESP) as of the dates presented:
December 31, 2025
TotalLevel 1Level 2Level 3
Marketable securities – exchange-traded funds$37,041 $37,041 $— $— 
Long-term investments – bonds (see Note 4)4,275 — 4,275 — 
Short-term restricted investments - mutual funds1,127 1,127 — — 
Total$42,443 $38,168 $4,275 $— 
December 31, 2024
TotalLevel 1Level 2Level 3
Marketable securities – exchange-traded funds$87,629 $87,629 $— $— 
Marketable securities – mutual funds9,389 9,389 — — 
Long-term investments – bonds (see Note 4)4,275 — 4,275 — 
Long-term restricted investments - mutual funds
3,7973,797
Total$105,090 $100,815 $4,275 $— 
Reclassifications
Gains on the sale of fixed assets previously recorded in Purchased services and other in the consolidated statements of operations in the amount $648 for year ended December 31, 2024, have been reclassified to Gains on disposal of fixed assets to conform to the presentation for the year ended December 31, 2025, with no effect on net income.
Recently Adopted Accounting Pronouncement
In December 2023, the FASB issued ASU 2023-09, Income Taxes (ASC Topic 740) - Improvements to Income Tax Disclosures (“ASC 740”), to provide clarifying guidance on the transparency of income tax disclosures. ASU 2023-09 is effective for public entities for annual reporting periods beginning after December 15, 2024. Accordingly, the Company adopted ASU 2023-09 on January 1, 2025 and applied the new disclosure requirements to prior periods retrospectively. Prior period disclosures have been adjusted to reflect the new disclosure requirement. The impact of the implementation to the consolidated financial statements and related disclosures was not material. See Note 3, Income Taxes, in the accompanying notes to the consolidated financial statements.
Upcoming Accounting Pronouncements
In November 2024, the FASB issued ASU No. 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (ASC Subtopic 220-40) – Disaggregation of Income Statement Expenses, which enhances the transparency and comparability of financial statements by requiring companies to disclose more granular information about expense components. As clarified in ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the effective date, the guidance is effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the potential impact of adopting this new guidance on its consolidated financial statements and related disclosures.
In May 2025, the FASB issued ASU 2025-03 - Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity, which revises the guidance in ASC 805, Business Combinations, on identifying the accounting acquirer in a business combination in which the legal acquiree is a variable interest entity (“VIE”). ASU 2025-03 is effective for public entities with fiscal years beginning after December 15, 2026 with early adoption permitted. The Company is currently evaluating the potential impact of adopting this new guidance on its consolidated financial statements and related disclosures.
In December 2025, the FASB issued ASU 2025-11— Interim Reporting (Topic 270): Narrow Scope Improvements, which clarifies the current requirements under Topic 270. The ASU provides a comprehensive list of required interim disclosures and requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for public entities for interim periods in fiscal years beginning after December 15, 2027 with early adoption permitted. The Company is currently evaluating the impact the standard will have to the consolidated financial statements and related disclosures.