Financing Arrangements | Financing Arrangements Borrowings of the Company and its subsidiaries are summarized below at December 31, 2020 and March 31, 2020, respectively. On April 13, 2020, the Company entered into a loan with MBT in a principal amount of $8.2 million pursuant to a 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 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 ("SBA"). The Company will 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 13, 2020, calculated in accordance with the terms of the CARES Act. The PPP Loan bears interest at a fixed annual rate of one percent (1%). Once the forgiveness determination is made, the Company will be required to make repayments plus interest on any unforgiven amount. As of December 31, 2020, the Company has used the funds received from the PPP loan on eligible expenses as outlined in the CARES Act. On September 25, 2020, Contrail entered into a Third Amendment to Supplement #2 to Master Loan Agreement dated June 24, 2019 with ONB. The material changes within the Third Amendment are: (a) to extend the date for compliance with the provision where Contrail is required to pay down the total outstanding principal balance of its revolver to zero for at least thirty consecutive days to September 5, 2021; and (b) to extend the date for compliance with the required quarterly debt service coverage ratio covenant such that Contrail shall commence compliance with the covenant commencing on March 31, 2022 and on the last day of each fiscal quarter thereafter. On November 24, 2020, Contrail and ONB entered into Supplement #8 to Master Loan Agreement and related documentation for a loan in the aggregate amount of $43.6 million for which ONB served as lender pursuant to the Main Street Priority Loan Facility as established by the U.S. Federal Reserve. The Contrail Main Street Loan was approved by the Fed and completed by December 8, 2020. The loan proceeds are to be used as working capital to support the operations of Contrail in the ordinary course of business, which includes the acquisition from time to time of aircraft and engines. The proceeds will also be used to pay down the Contrail Revolver. The indebtedness incurred is subject to the terms and provisions of the Master Loan Agreement. The principal terms of the Term Note G are: (a) interest on the loan accrues at a floating rate of LIBOR plus 3.00% and interest is payable commencing November 24, 2021; (b) 15% principal payments plus 15% of the amount of capitalized interest are due on November 24, 2023 and 2024, with the remainder due on the loan maturity date – November 24, 2025; (c) the loan is not guaranteed; and, (d) a 2% origination fee was paid on funding of the loan. The loan contains affirmative covenants as to cash flow coverage and tangible net worth. The terms of the loan provide for customary events of default, including, among others, those relating to a failure to make payment, breaches of representations and covenants, and the occurrence of certain events. The loan is secured by a security interest in the assets of Contrail. On December 11, 2020, AirCo 1 and PSB entered into a loan in the aggregate amount of $6.2 million for which PSB served as lender pursuant to the Main Street Priority Loan Facility as established by the U.S. Federal Reserve. The AirCo 1 Main Street Loan was approved by the Fed and completed by December 22, 2020. The loan proceeds were used to pay off the AirCo 1 revolving line of credit with MBT. The principal terms of the Term Loan - PSB are: (a) interest on the loan accrues at a floating rate of LIBOR plus 3.00% and interest is payable commencing December 11, 2021; (b) 15% principal payments (including any capitalized interest accrued thereon) are due on December 11, 2023, and 2024, with the remainder due on the loan maturity date – December 11, 2025; (c) the loan is not guaranteed; and, (d) a 2% origination fee was paid on funding of the loan. The loan contains an affirmative covenant relating to collateral valuation. The terms of the loan provide for customary events of default, including, among others, those relating to a failure to make payment, breaches of representations and covenants, and the occurrence of certain events. The loan is secured by a security interest in the assets of AirCo 1 and a pledge of AirCo’s membership interest in AirCo 1. The following table provides certain information about the current financing arrangements of the Company's and its subsidiaries as of December 31, 2020: (In Thousands) December 31, March 31, Maturity Date Interest Rate Unused commitments Air T Debt Revolver - MBT $ 9,074 $ — August 31, 2021 Greater of 2.5% or Prime - 1% $ 7,926 Supplemental Revolver- MBT — 9,550 June 30, 2020 Greater of 1-month LIBOR + 1.25% and 3% Term Note A - MBT 7,000 7,750 January 1, 2028 1-month LIBOR + 2% Term Note B - MBT 3,500 3,875 January 1, 2028 4.50% Term Note D - MBT 1,489 1,540 January 1, 2028 1-month LIBOR + 2% Term Note E - MBT 5,308 — June 25, 2025 Greater of LIBOR + 1.5% or 2.5% Debt - Trust Preferred Securities 12,878 12,877 June 7, 2049 8.00% PPP Loan 8,215 — December 24, 2022 1 1.00% Total 47,464 35,592 AirCo 1 Debt Revolver - MBT — 8,335 August 31, 2021 2 Greater of 6.50% or Prime + 2% Term Loan - PSB 6,200 — December 11, 2025 1-month LIBOR + 3% Total 6,200 8,335 Contrail Debt Revolver - ONB 23,243 21,284 September 5, 2021 1-month LIBOR + 3.45% 16,757 Term Loan A - ONB 3,508 6,285 January 26, 2021 1-month LIBOR + 3.75% Term Loan E - ONB 4,597 6,320 December 1, 2022 1-month LIBOR + 3.75% Term Loan F - ONB — 8,358 May 1, 2025 1-month LIBOR + 3.75% Term Loan G - ONB 43,598 — November 24, 2025 1-month LIBOR + 3% Total 74,946 42,247 Delphax Solutions Debt Canadian Emergency Business Account Loan 31 — December 31, 2025 5.00% Total 31 — Total Debt 128,641 86,174 Less: Unamortized Debt Issuance Costs (1,234) (354) Total Debt, net $ 127,407 $ 85,820 At December 31, 2020, our contractual financing obligations, including payments due by period, are as follows (in thousands): Due by Amount December 31, 2021 $ 42,388 December 31, 2022 9,383 December 31, 2023 9,037 December 31, 2024 9,037 December 31, 2025 41,764 Thereafter 17,032 128,641 Less: Unamortized Debt Issuance Costs (1,234) $ 127,407 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 three securities as 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 Footnote 6 for discussion. • The Company issued and distributed to existing common stockholders an aggregate of 1.6 million trust preferred capital security ("TruPs") shares (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). 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 December 31, 2020, 3.6 million Warrants have been exercised. As a result, the amount outstanding on the Company's Debt - Trust Preferred Securities is $12.9 million as of December 31, 2020. At December 31, 2020, the Company had Warrants outstanding and exercisable to purchase 4.8 million shares of its TruPs at an exercise price of $2.40 per one-tenth of a share. On January 11, 2021, the Company announced the extension of the expiration date of the Warrants. The Warrants, previously scheduled to expire on January 15, 2021, are extended and now will expire on August 30, 2021 or earlier upon redemption or liquidation. Fair Value Measurement as of December 31, 2020 Warrant liability (Level 2) $ 485 As of December 31, 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). |