Financing Arrangements | Financing Arrangements Borrowings of the Company and its subsidiaries are summarized below at September 30, 2024 and March 31, 2024, respectively. On May 30, 2024, Contrail, a majority-owned subsidiary of the Company, entered into a Membership Interest Redemption and Earnout Agreement (the “Redemption Agreement”) with OCAS, Inc., a corporation owned by the Chief Executive Officer of Contrail, Joe Kuhn (the “Seller”). Pursuant to the Redemption Agreement, Contrail agreed to purchase and redeem from the Seller, 16% of its 21% interest in Contrail, effective as of April 1, 2024. The purchase price for the redeemed interest is $4.6 million, plus an earnout amount. The cash purchase price is payable pursuant to a secured, subordinated promissory note ("OCAS Loan"), payable beginning on May 1, 2024 and monthly thereafter for a 12-month period of interest payments only with the outstanding balance amortized and paid over the following three years. Interest accrues on the principal amount at an annual rate equal to the 10-year Treasury bond yield plus 375 basis points, compounded monthly. The rate adjusts on each anniversary date of the note. The payment obligation under the note may be deferred if Contrail’s forecast indicates that any payment following the first 12-month period would cause a loan default or a loan default exists. Initially, the payment obligation would revert back to interest only, unless a default exists, in which case no payment would be required. If Contrail is unable to make a payment for 12 months, then interest shall cease to accrue. The note is expressly subordinated to the payment in full of all indebtedness of Contrail on or prior to the date of the note or thereafter created. The OCAS Loan is classified as related party debt on the Company's condensed consolidated balance sheet. As a result, it is excluded from the tables of current financing arrangements and contractual financing obligations below. On August 29, 2024, the Company and twelve of the Company’s subsidiaries ("Alerus Loan Parties") entered into a credit agreement (the “New Credit Agreement”) with Alerus Financial, National Association (the “Lender”). The New Credit Agreement provides for a secured revolving credit facility ("Revolver - Alerus") in an initial maximum principal amount of up to $14.0 million. Availability under the Revolver - Alerus is subject to a borrowing base and provides for a sub-facility for the issuance of letters of credit in an aggregate amount not to exceed $3.0 million, with the outstanding amount of any such letters of credit reducing availability for borrowings under the revolving credit facility. Revolver - Alerus matures on February 28, 2026 and the balance outstanding bears interest at a rate per annum equal to the greater of 5.00% or one-month SOFR plus 2.00%. In addition to the Revolver - Alerus, the New Credit Agreement provides for two secured term loans – Term Note A ("Term Note A - Alerus") and Term Note B ("Term Note B - Alerus"). Term Note A - Alerus is a loan in the principal amount of $10.7 million that matures on August 15, 2029 that bears interest at a rate per annum equal to the greater of 5.00% or one-month SOFR plus 2.00%. Term Note A - Alerus requires monthly payments of principal commencing September 15, 2024 with such payments set at a seven year level principal amortization and a payment of $3.2 million due at maturity. Term Note B - Alerus is a loan in the principal amount of $2.3 million that matures on August 15, 2029 and bears interest at a rate per annum equal to the greater of 5.00% or one-month SOFR plus 2.00%. Term Note B - Alerus requires monthly payments of principal commencing September 15, 2024 with such payments set at a 25 year level principal amortization and a payment of $1.8 million due at maturity. Term Note A and Term Note B may be prepaid in whole or in part at any time, subject to accrued interest and a prepayment premium. The prepayment premium is: 3.00% of the prepaid amount in the first loan year, 2.00% in the second and third loan years, 1.00% in the fourth and fifth loan years, and no premium after the fifth loan year. No prepayment premium applies if it is refinanced by the Lender or prepaid with funds from the Alerus Loan Parties’ internally generated cash flows. The Alerus Loan Parties are co-borrowers under the New Credit Agreement and each of the notes and include the following subsidiaries: AirCo, LLC, Airco 2, LLC, Air’Zona Aircraft Services, Inc., AirCo Services, LLC, CSA Air, Inc., Global Ground Support, LLC, Jet Yard, LLC, Jet Yard Solutions, LLC, Mountain Air Cargo, Inc., Stratus Aero Partners, LLC, Worldwide Aircraft Services, Inc., and Worthington Aviation, LLC. The obligations of the Alerus Loan Parties under the New Credit Agreement and the notes are secured by a first priority security interest in substantially all of the Alerus Loan Parties' current assets, including accounts receivable and inventory. The Company is not a borrower under the New Credit Agreement but has guaranteed the obligations of the Borrowers owed to the Lender. In addition, Air T, Inc. has pledged a brokerage account of marketable securities held at a securities intermediary to secure the obligations. Furthermore, the obligations are further secured by a deed of trust on approximately 4.626 acres of real estate that includes a 13,000 square foot office building in Denver, North Carolina. The New Credit Agreement contains a financial covenant that the Borrowers will not permit the debt service coverage ratio to be less than 1.25 to 1.00 at any quarterly measurement date or permit the leverage ratio to be greater than 3.00 to 1.00 at any semi-annual measurement date. The New Credit Agreement also includes other customary representations and warranties, affirmative covenants, negative covenants and events of default. Upon the occurrence of events of default, the obligations to the Lender may be accelerated and the commitments may be terminated. In connection with the closing of the New Credit Agreement, the Company and its subsidiaries used proceeds from the new financing to satisfy and discharge all obligations, and terminated all commitments, under the Company’s previous secured credit facility with Minnesota Bank & Trust ("MBT"). All debt issuance cost were expensed as debt extinguishment cost within other income (loss) on the condensed consolidated statement of income (loss). The Company incurred no termination penalties in connection with such termination. On September 12, 2024, Contrail entered into the Fifth Amendment to the Master Loan Agreement dated June 24, 2019 and Supplement #11 to the Master Loan Agreement, and Term Note J with Old National Bank ("ONB"). Term Note J is a term loan in the principal amount of $10.0 million. The loan bears a variable monthly interest rate at the 1-month SOFR Rate plus 3.86% and requires equal monthly payments of principal and interest until the loan maturity date of September 12, 2028. The loan requires compliance with covenants that require minimum Tangible Net Worth of $15.0 million and a Quarterly Cash Flow Coverage of not less than 1.25 to 1.0. In order to induce ONB to enter into these agreements, Contrail and OCAS, Inc. entered into a subordination agreement dated September 12, 2024 to address certain loan matters and to establish the priority of repayment of Contrail’s debt to ONB over the OCAS Loan in the original principal amount of $4.6 million. The following table provides certain information about the current financing arrangements of the Company and its subsidiaries (other than related party obligations) as of September 30, 2024: (In Thousands) September 30, March 31, Maturity Date Interest Rate Unused commitments at September 30, 2024 Type of Debt Air T Debt Revolver - MBT 1 $ — $ — 8/31/2024 SOFR + range of 2.25% - 3.25% Recourse Term Note A - MBT 1 — 6,955 8/31/2031 3.42% Recourse Term Note B - MBT 1 — 2,456 8/31/2031 3.42% Recourse Term Note D - MBT 1 — 1,271 1/1/2028 1-month LIBOR + 2.00% Recourse Term Note F - MBT 1 — 783 1/31/2028 Greater of 6.00% or Prime + 1.00% Recourse Debt - Trust Preferred Securities 2 34,306 34,214 6/7/2049 8.00% Recourse Total 34,306 45,679 Jet Yard Debt Term Loan - MBT 1 — 1,749 8/31/2031 4.14% Recourse Total — 1,749 Alerus Loan Parties Debt Revolver - Alerus 12,930 — 2/28/2026 Greater of 5.00% or 1-month SOFR + 2.00% 1,070 Recourse Term Note A - Alerus 10,592 — 8/15/2029 Greater of 5.00% or 1-month SOFR + 2.00% Recourse Term Note B - Alerus 2,272 — 8/15/2029 Greater of 5.00% or 1-month SOFR + 2.00% Recourse Total 25,794 — Contrail Debt Revolver - ONB 815 3,476 11/24/2025 1-month SOFR + 3.56% $ 24,185 Limited recourse 3 Term Loan G - ONB 14,918 14,918 11/24/2025 1-month SOFR + 3.11% Limited recourse 3 Term Note I - ONB 4,580 10,000 9/28/2025 1-month SOFR + 3.11% Limited recourse 3 Term Note J - ONB 10,000 — 9/12/2028 1-month SOFR + 3.86% Limited recourse 3 Total 30,313 28,394 AirCo 1 Debt Term Loan - PSB 5,434 5,434 12/11/2025 3-month SOFR + 3.26% Non-recourse Total 5,434 5,434 Wolfe Lake Debt Term Loan - Bridgewater 9,197 9,327 12/2/2031 3.65% Non-recourse Total 9,197 9,327 Air T Acquisition 22.1 Term Loan - Bridgewater 4,000 4,000 2/8/2027 4.00% Non-recourse Term Loan A - ING 1,679 1,946 2/1/2027 3.50% Non-recourse Term Loan B - ING 1,120 1,081 5/1/2027 4.00% Non-recourse Total 6,799 7,027 WASI Debt Promissory Note - Seller's Note 627 849 1/1/2026 6.00% Non-recourse Total 627 849 AAM 24-1 Debt Promissory Notes - Honeywell 15,000 15,000 2/22/2031 8.50% Non-recourse Total 15,000 15,000 Total Debt 127,470 113,459 Unamortized Premiums and Debt Issuance Costs (671) (533) Total Debt, net $ 126,799 $ 112,926 At September 30, 2024, our contractual financing obligations, including payments due by period, are as follows (in thousands): Due by Amount September 30, 2025 $ 12,390 September 30, 2026 38,064 September 30, 2027 8,874 September 30, 2028 4,429 September 30, 2029 6,693 Thereafter 57,020 127,470 Unamortized Premiums and Debt Issuance Costs (671) $ 126,799 |