Financing Arrangements | Financing Arrangements On August 31, 2021, Air T entered into a Third Amended and Restated Credit Agreement with Minnesota Bank & Trust ("MBT"). The terms of the Amended and Restated Credit Agreement were revised to extend the Air T revolver's termination date to August 31, 2023. The maximum amount available under the revolving facility remains at $17 million and interest will be due on the outstanding balance at the rate of 2.5% or the prime rate plus 1%, whichever is greater. Air T and MBT also revised Term Note A to extend the maturity date to August 30, 2031 and to increase the principal amount to $9 million. The revised note utilizes a fixed 3.42% interest rate. Air T and MBT also revised Term Note B to extend the maturity date to August 30, 2031. The principal balance was set at the then current balance amount of $3.2 million. The interest rate on Term Note B is fixed at 3.42%. A prepayment penalty provision was added to Term Note A and Term Note B that provides for a 3% premium payment if prepayment occurs in year 1, 1% in years 2-3 and 0% thereafter. 20% of the loan amount can be prepaid without penalty each year and no penalty payment is due for prepayments made to cure a covenant violation. Term Note E was restated to set the principal amount of the note at the then current balance due amount ($3.7 million), which amount reflects principal payments through August 31, 2021. The parties also agreed to add the Company’s indirect subsidiary, Jet Yard, LLC ("Jet Yard") as a co-Borrower. Jet Yard entered into a promissory note with MBT in the principal amount of $2 million. The Jet Yard Note matures on August 30, 2031 and has a fixed interest rate of 4.14%. Jet Yard intends to use the proceeds of the note for leasehold improvements at Jet Yard’s facility in Marana, AZ. On September 2, 2021, Contrail Aviation Support, LLC (“Contrail”), a 79%-owned subsidiary of Air T, Inc. entered into a Fourth Amendment to Supplement #2 to Master Loan Agreement (the “Amendment”) and Third Amended and Restated Promissory Note Revolving Note with Old National Bank ("ONB"). The principal revisions to Contrail’s existing credit facility with ONB as contained in the Amendment and the Restated Promissory Note Revolving Note are summarized below: a. The termination date of the facility was extended to September 5, 2023; b. The Revolving Note principal amount was revised from $40 million to $25 million; c. The net worth covenant was amended and the definition of “net worth” was revised. The net worth covenant now requires that the borrower maintain a net worth of at least: (i) $8 million at all times prior to March 31, 2023; (ii) $10 million at all times during the period beginning March 31, 2023 and ending on March 30, 2024; and (iii) $12 million at all times on or after March 31, 2024. On April 13, 2020, the Company entered into a loan with MBT with a principal amount of $8.2 million pursuant to the Payroll Protection Program ("PPP Loan"), backed by the Small Business Administration ("SBA"), under the CARES Act. As of September 30, 2021, the Company's PPP Loan was fully forgiven by the SBA. As such, the Company accounted for its then outstanding principal and accrued interest as a gain on extinguishment in accordance with ASC 470. The following table provides certain information about the current financing arrangements of the Company's and its subsidiaries as of September 30, 2021: (In Thousands) September 30, March 31, Maturity Date Interest Rate Unused commitments Air T Debt Revolver - MBT $ 4,732 $ — August 31, 2023 Greater of 2.5% or Prime - 1% $ 12,268 Term Note A - MBT 8,923 6,750 August 31, 2031 3.42% Term Note B - MBT 3,148 3,375 August 31, 2031 3.42% Term Note D - MBT 1,439 1,472 January 1, 2028 1-month LIBOR + 2% Term Note E - MBT 3,456 4,706 June 25, 2025 Greater of LIBOR + 1.5% or 2.5% Debt - Trust Preferred Securities 22,099 14,289 June 7, 2049 8.00% PPP Loan — 8,215 December 24, 2022 1 1.00% Total 43,797 38,807 AirCo 1 Debt Term Loan - PSB 6,200 6,200 December 11, 2025 3-month LIBOR + 3.00% Total 6,200 6,200 Jet Yard Debt Term Loan - MBT 1,992 — August 31, 2031 4.14% Total 1,992 — Contrail Debt Revolver - ONB 118 — September 5, 2023 1-month LIBOR + 3.45% 24,882 Term Loan G - ONB 43,598 43,598 November 24, 2025 1-month LIBOR + 3.00% Total 43,716 43,598 Delphax Solutions Debt Canadian Emergency Business Account Loan 31 32 December 31, 2025 5.00% Total 31 32 Total Debt 95,736 88,637 Less: Unamortized Debt Issuance Costs (1,054) (1,141) Total Debt, net $ 94,682 $ 87,496 At September 30, 2021, our contractual financing obligations, including payments due by period, are as follows (in thousands): Due by Amount September 30, 2022 $ 1,319 September 30, 2023 5,974 September 30, 2024 8,752 September 30, 2025 12,253 September 30, 2026 36,263 Thereafter 31,175 95,736 Less: Unamortized Debt Issuance Costs (1,054) $ 94,682 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). • The Company issued and distributed to existing common stockholders an aggregate of 1.6 million 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 September 30, 2021, 5.3 million Warrants have been exercised. The remaining 3.1 million Warrants were not exercised and expired on August 30, 2021. On May 14, 2021, the Company entered into an At the Market Offering Agreement (the “ATM Agreement”) with Ascendiant Capital Markets, LLC (the “sales agent” or “Ascendiant”), pursuant to which it may sell and issue its TruPs having an aggregate offering price of up to $8.0 million from time to time. The Company has no obligation to sell any TruPs, and may at any time suspend offers under the ATM Agreement or terminate the ATM Agreement. As of September 30, 2021, the Company has sold 0.2 million shares of TruPs under the ATM agreement for net proceeds of $5.0 million. |