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Financing Arrangements
9 Months Ended
Dec. 31, 2023
Debt Disclosure [Abstract]  
Financing Arrangements Financing Arrangements
Borrowings of the Company and its subsidiaries are summarized below at December 31, 2023 and March 31, 2023, respectively.
Effective May 26, 2023, Contrail entered into the Fourth Amendment to Master Loan Agreement and the Amended and Restated Promissory Note Term Note G with ONB. The purpose of the amended documents was to replace the one-month LIBOR based interest rate with a one-month SOFR-based rate. All other material terms of the obligations remain the same. The principal amount of the loan was $38.2 million on the effective date of the amended documents and the applicable interest rate is now the one-month SOFR based rate, as defined in the loan agreement, plus 3.11%.

Effective May 26, 2023, Contrail entered into the First Amendment to Supplement #8 to Master Loan Agreement, the Fifth Amendment to Supplement #2 to the Master Loan Agreement and the Fourth Amended and Restated Promissory Note Revolving Note with ONB. The purpose of the amended documents was to replace the LIBOR based interest rate with a one-month SOFR based rate. All other material terms of the obligation remain the same. The maximum principal amount of the revolving note remains at $25.0 million and the applicable interest rate is now the one-month SOFR-based rate, as defined in the loan agreement, plus 3.56%.

On May 26, 2023, AirCo 1 executed an Amendment to Main Street Priority Loan Facility Term Loan Agreement with Park State Bank ("PSB"). The Amendment replaces the three-month LIBOR benchmark applicable to the loan with a three-month SOFR based rate, which is defined as the three-month SOFR rate plus 3.26%. The principal amount of the loan was $6.4 million on the effective date of the amended agreement. The interest rate is to be determined on the 11th day of each month on the amounts that remain outstanding, commencing June 11, 2023.

On June 23, 2023, the Company and MBT entered into amendments to the MBT revolving credit agreement and related promissory note. The amendments extended the maturity date of the credit facility to August 31, 2024 and include the following changes:

1. A $2.0 million seasonal increase in the maximum amount available under the facility. The maximum amount of the facility will now increase to $19.0 million between May 1 and November 30 of each year and will decrease to $17.0 million between December 1 and April 30 of each year;
2.The reference rate for the interest rate payable on the revolving facility will change from Prime to SOFR, plus a spread. The exact spread over SOFR will change every September 30 and March 31 based on the Company calculated funded debt leverage ratio (defined as total debt divided by EBITDA). Depending on the result of the calculation, the interest rate spread applicable to the facility will range between 2.25% and 3.25%;
3.The unused commitment fee on the revolving credit facility will increase from 0.11% to 0.15%; and,
4.The covenant restricting the Company’s use of funds for “Other Investments” was revised to limit the Company to $5.0 million of “Other Investments” per year.

On September 5, 2023, Contrail entered into the Sixth Amendment to Supplement #2 to Master Loan Agreement and the Fifth Amended and Restated Promissory Note with ONB. The principal purpose of the amended documents was to extend the maturity date of the revolving $25.0 million facility to November 24, 2025 or such earlier date on which the revolving note becomes due and payable pursuant to the supplement or the master loan agreement. The material terms of the revolving facility remain the same, including the payment terms and interest rate except that the change in control event of default provision was revised to provide as follows: "(h) Change in control of operations. If the CEO Joe Kuhn, or a CEO acceptable to ONB, in its reasonable discretion, has its employment with Contrail terminated for any reason, or ceases to oversee the day-to-day operations of Contrail."

The revolving line of credit at Air T with MBT ("Revolver - MBT") has $6.5 million outstanding as of December 31, 2023 and matures on August 31, 2024. We are currently seeking to refinance the Revolver - MBT prior to its maturity date; however, there is no assurance that we will be able to execute this refinancing or, if we are able to refinance this obligation, that the terms of such refinancing would be as favorable as the terms of our existing credit facility.

The following table provides certain information about the current financing arrangements of the Company and its subsidiaries as of December 31, 2023:

(In Thousands)December 31,
2023
March 31,
2023
Maturity DateInterest RateUnused commitments at December 31, 2023
Air T Debt
Revolver - MBT$6,492 $8,742 8/31/2024
SOFR + range of 2.25% - 3.25%
$10,508 
  Term Note A - MBT7,160 7,762 8/31/20313.42%
  Term Note B - MBT2,528 2,740 8/31/20313.42%
  Term Note D - MBT1,287 1,338 1/1/2028
1-month LIBOR + 2.00%
Term Note E - MBT— 800 6/25/2025
Greater of LIBOR + 1.50% or 2.50%
Term Note F - MBT833 983 1/31/2028
Greater of 6.00% or Prime + 1.00%
Debt - Trust Preferred Securities32,662 25,598 6/7/20498.00%
Total50,962 47,963 
AirCo 1 Debt
Term Loan - PSB5,434 6,393 12/11/2025
3-month SOFR + 3.26%
Total5,434 6,393 
Jet Yard Debt
Term Loan - MBT1,776 1,844 8/31/20314.14%
Total1,776 1,844 
Contrail Debt
Revolver - ONB— 12,441 11/24/2025
1-month SOFR + 3.56%
$25,000 
Term Loan G - ONB24,918 38,180 11/24/2025
1-month SOFR + 3.11%
Total24,918 50,621 
Delphax Solutions Debt
Canadian Emergency Business Account Loan30 30 12/31/20255.00%
Total30 30 
Wolfe Lake Debt
Term Loan - Bridgewater9,393 9,586 12/2/20313.65%
Total9,393 9,586 
Air T Acquisition 22.1
Term Loan - Bridgewater4,500 4,500 2/8/20274.00%
Term Loan A - ING2,155 2,610 2/1/20273.50%
Term Loan B - ING1,105 1,088 5/1/20274.00%
Total7,760 8,198 
WASI Debt
Promissory Note - Seller's Note958 1,279 1/1/20266.00%
Total958 1,279 
Total Debt101,231 125,914 
Unamortized Premiums and Debt Issuance Costs(445)(829)
Total Debt, net$100,786 $125,085 
At December 31, 2023, our contractual financing obligations, including payments due by period, are as follows (in thousands):
Due byAmount
December 31, 2024$17,367 
December 31, 202526,335 
December 31, 20263,075 
December 31, 20277,219 
December 31, 20281,755 
Thereafter45,480 
101,231 
Unamortized Premiums and Debt Issuance Costs(445)
$100,786 
On October 17, 2023, the Company and Air T Funding (the “Trust”) entered into an At-the-Market Offering Agreement (the “ATM Agreement”) with Ascendiant Capital Markets, LLC (the “sales agent” or “Ascendiant”), pursuant to which the Trust may sell and issue its TruPs having an aggregate offering price of up to $6.5 million from time to time through Ascendiant, as the Trust’s sales agent (the “ATM Offering”).
During the three months ended December 31, 2023, the Trust issued 15,000 TruPs and received $0.3 million in gross proceeds from the sale of TruPs through a S-3 Registration Statement filed by the Company. The TruPs shares were offered and sold pursuant to the Company’s and the Trust’s shelf registration statement on Form S-3 (File Nos. 333-254110-01 and 333-254110) and a prospectus supplement relating to the ATM Offering filed with the Securities and Exchange Commission on October 18, 2023.
During the three months ended December 31, 2023, the Trust also issued 413,000 TruPs and received $7.0 million in gross proceeds from the sale of TruPs under various private placement offerings in reliance upon an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Regulation D promulgated under the Securities Act. The TruPs were issued solely to “accredited investors” as defined in Rule 501(a) of Regulation D. The proceeds from the sale of the TruPs were used to purchase junior subordinated debentures which funds are available to the Company for general corporate purposes.
The amount outstanding on the Company's Debt - Trust Preferred Securities was $32.7 million as of December 31, 2023.