Financing Arrangements | Financing Arrangements On April 10, 2020, the Company entered into a loan with MBT in a principal amount of $8.2 million pursuant to the PPP Loan under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The PPP Loan is evidenced by a promissory note (“Note”). The PPP Loan bears interest at a fixed annual rate of one percent (1%), with the first six months of interest deferred. Beginning on November 10, 2020, the Company will make seventeen (17) equal monthly installments of principal and interest payments with the final payment due on April 10, 2022. The Note provides for customary events of default including, among other things, cross-defaults on any other loan with MBT. The PPP Loan may be accelerated upon the occurrence of an event of default. The PPP Loan is unsecured and guaranteed by the United States Small Business Administration. The Company may apply to MBT for forgiveness of the PPP Loan, with the amount which may be forgiven equal to the sum of payroll costs, covered rent and mortgage obligations, and covered utility payments incurred by the Company during the 24-week period beginning on April 10, 2020, calculated in accordance with the terms of the CARES Act. As of June 30, 2020, the Company has used the funds received from the PPP loan on eligible expenses as outlined in the CARES Act. On June 26, 2020, the Company entered into a Second Amended and Restated Credit Agreement with MBT, together with certain related documents. Pursuant to the Amended Credit Agreement, MBT agreed to convert outstanding revolving credit advances in an amount equal to $9.5 million to a Term Loan. The new Term Loan ("Term Note E") has a maturity date of June 25, 2025. The new Term Loan, together with the existing Air T Revolving Credit Facility and other existing Term Loans are and continue to be guaranteed by certain subsidiaries of the Company and secured under the existing Security Agreement executed by the Company and the guarantors, certain real property and by certain pledged collateral accounts. In connection with the execution and delivery of the Amended Credit Agreement, certain subsidiaries of the Company entered into new collateral account pledge agreements. In connection with the Amended Credit Agreement, MBT further agreed to reduce the interest rate floor applicable to the existing Revolving Credit Facility from 4.00% to 2.50%. Borrowings of the Company and its subsidiaries are summarized below at June 30, 2020 and March 31, 2020, respectively. AirCo and Contrail are subsidiaries of the Company in the commercial jet engines and parts segment. June 30, March 31, Maturity Date Interest Rate Unused commitments Air T Debt Revolver - MBT $ — $ — August 31, 2021 Greater of 2.5% or Prime - 1% $ 17,000 Supplemental Revolver - MBT — 9,550 June 30, 2020 Greater of 1-month LIBOR + 1.25% and 3% Term Note A - MBT 7,500 7,750 January 1, 2028 1-month LIBOR + 2% Term Note B - MBT 3,750 3,875 January 1, 2028 4.50% Term Note D - MBT 1,523 1,540 January 1, 2028 1-month LIBOR + 2% Term Note E - MBT 9,449 — June 25, 2025 Greater of LIBOR + 1.5% or 2.5% Debt - Trust Preferred Securities 12,877 12,877 June 7, 2049 8.00% PPP Loan 8,215 — April 10, 2022 1.00% Total 43,314 35,592 AirCo Debt Revolver - MBT 7,500 8,335 August 31, 2021 Greater of 6.5% or Prime + 2% 2,500 Total 7,500 8,335 Contrail Debt Revolver - ONB 20,634 21,284 September 5, 2021 1 1-month LIBOR + 3.45% 19,366 Term Loan A - ONB 5,793 6,285 January 26, 2021 1-month LIBOR + 3.75% Term Loan E - ONB 5,746 6,320 December 1, 2022 1-month LIBOR + 3.75% Term Loan F - ONB 8,217 8,358 May 1, 2025 2 1-month LIBOR + 3.75% Total 40,390 42,247 Delphax Solutions Debt Canadian Emergency Business Account Loan 29 — December 31, 2025 5.00% Total 29 — Total Debt $ 91,233 $ 86,174 Less: Unamortized Debt Issuance Costs $ (281) $ (354) Total Debt, net $ 90,952 $ 85,820 At June 30, 2020, our contractual financing obligations, including payments due by period, are as follows (in thousands): Due by Amount June 30, 2021 $ 37,249 June 30, 2022 19,512 June 30, 2023 6,308 June 30, 2024 5,206 June 30, 2025 5,143 Thereafter 17,815 91,233 Less: Unamortized Debt Issuance Costs (281) $ 90,952 On June 10, 2019, the Company completed a transaction with all holders of the Company’s Common Stock to receive a special, pro-rata distribution of the securities enumerated below: • A dividend of one additional share for every two shares already held (a 50% stock dividend, or the equivalent of a 3-for-2 stock split). See Note 6 . • The Company issued and distributed to existing common shareholders, via a non-cash transaction from equity, an aggregate of 1.6 million trust preferred capital security shares ("TruPs") (aggregate $4.0 million stated value) and an aggregate of 8.4 million warrants ("Warrants") (representing warrants to purchase $21.0 million in stated value of TruPs). Debt Preferred Securities and Warrants - On January 14, 2020, Air T effected a one-for-ten reverse split of its TruPs. As a result of the reverse split, the stated value of the TruPs will be $25.00 per share. Further, each Warrant conferred upon its holder the right to purchase one-tenth of a share of TruPs for $2.40, representing a 4% discount to the new stated value of $2.50 for one-tenth of a share. As of June 30, 2020, 3.6 million Warrants to purchase TruPs have been exercised. As a result, the amount outstanding on the Company's Debt - Trust Preferred Securities is $12.9 million. At June 30, 2020, the Company had 4.8 million Warrants to purchase TruPs outstanding and exercisable to purchase its TruPs at an exercise price of $2.40 per one-tenth of a share. On June 9, 2020, the Company announced the extension of the expiration date of the Warrants. The Warrants, previously scheduled to expire on June 10, 2020, are extended and now will expire on September 8, 2020 or earlier upon redemption or liquidation. (in thousands) Fair Value Measurement as of June 30, 2020 Warrant liability (Level 2) $ 485 As of June 30, 2020, the Warrants are recorded within "Other non-current liabilities" on our condensed consolidated balance sheets. Fair value measurement was based on market activity and trading volume as observed on the NASDAQ Global Market. The liability is classified as Level 2 in the hierarchy (Level 2 is defined as quoted prices in markets that are not active or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability). Derivatives and Hedging Activities - As part of the Company’s interest rate risk management strategy, the Company, from time to time, uses derivative instruments to minimize significant unanticipated earnings fluctuations that may arise from rising variable interest rate costs associated with existing borrowings (Air T Term Note A and Term Note D). To meet these objectives, the Company entered into interest rate swaps with notional amounts consistent with the outstanding debt to provide a fixed rate of 4.56% and 5.09%, respectively, on Term Notes A and D. The swaps mature in January 2028. As of August 1, 2018, these swap contracts were designated as cash flow hedging instruments and qualified as effective hedges in accordance with ASC 815-30. The effective portion of changes in the fair value on these instruments is recorded in other comprehensive income and is reclassified into the condensed consolidated statement of income as interest expense in the same period in which the underlying hedge transaction affects earnings. As of June 30, 2020 and March 31, 2020, the fair value of the interest-rate swap contracts was a liability of $0.9 million, which is included within other non-current liabilities in the condensed consolidated balance sheets. During the three months ended June 30, 2020, the Company recorded a loss of approximately $26.0 thousand, net of tax, in the condensed consolidated statement of comprehensive income for changes in the fair value of the instruments. |