HARBOR DIVERSIFIED, INC. The following discussion and analysis of our financial condition and results of operations should be read together with our unaudited consolidated financial statements and the related condensed notes included in this Quarterly Report, and with the audited consolidated financial statements, accompanying notes, and the other financial information included within the Annual Report on Form 10-K for the year endedDecember 31, 2021 (our "2021 Annual Report"). The following discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those expressed or implied by the forward-looking statements below. Factors that could cause or contribute to those differences in our actual results include, but are not limited to, those discussed below and those discussed elsewhere within this Quarterly Report, particularly in the sections entitled "Cautionary Note Regarding Forward-Looking Statements" and "Risk Factors."
Overview
Harbor Diversified, Inc. ("Harbor") is a non-operating holding company that is the parent of a consolidated group of subsidiaries, includingAWAC Aviation, Inc. ("AWAC"), which is the sole member ofAir Wisconsin Airlines LLC ("Air Wisconsin"), a regional air carrier. Harbor is also the direct parent of three other subsidiaries: (1)Lotus Aviation Leasing, LLC , which leases flight equipment toAir Wisconsin , (2)Air Wisconsin Funding LLC , which provides flight equipment financing toAir Wisconsin , and (3)Harbor Therapeutics, Inc. , which is a non-operating entity with no material assets. Because Harbor consolidatesAir Wisconsin for financial statement purposes, disclosures relating to activities ofAir Wisconsin also apply to Harbor, unless otherwise noted. When appropriate,Air Wisconsin is named specifically for its individual contractual obligations and related disclosures. Where reference is intended to include Harbor and its consolidated subsidiaries, they may be jointly referred to as the "Company," "we," "us," or "our." Where reference is intended to refer only toHarbor Diversified, Inc. , it is referred to as "Harbor." For the three months endedMarch 31, 2022 ,Air Wisconsin operated a fleet of 64 CRJ-200 regional jets under a capacity purchase agreement (the "United capacity purchase agreement") with its sole major airline partner,United Airlines, Inc. ("United"), with a presence at both Chicago O'Hare andWashington -Dulles, two of United's key domestic hubs. All ofAir Wisconsin's flights are operated as United Express pursuant to the terms of the United capacity purchase agreement. In providing regional flying under the United capacity purchase agreement,Air Wisconsin uses United's logos, service marks, and aircraft paint schemes. United controls route selection, pricing, seat inventories, marketing and scheduling. In addition, United providesAir Wisconsin with ground support services and gate access. More than 99% of our operating revenues for the three months endedMarch 31, 2022 was derived from operations associated with the United capacity purchase agreement. Subject to certain limited exceptions, the United capacity purchase agreement providesAir Wisconsin fixed daily revenue for each aircraft covered under the agreement, a fixed payment for each departure and block hour flown, and reimbursement of certain direct operating expenses in exchange for providing regional flying service for United.Air Wisconsin is also eligible to receive incentive payments, or may be required to pay penalties, upon the achievement of, or failure to achieve, certain performance criteria primarily based on flight completion, on-time performance, and customer satisfaction ratings. Furthermore, the agreement provides for the payment or accrual of certain amounts by United toAir Wisconsin based on certain scheduling benchmarks. The United capacity purchase agreement has the effect of protectingAir Wisconsin , to an extent, from many of the elements that typically cause volatility in airline financial performance, including fuel prices, variations in ticket prices, and fluctuations in the number of passengers. InOctober 2020 ,Air Wisconsin entered into an amendment to the United capacity purchase agreement that, among other things, provided relief on certain scheduling requirements and settled certain disputes that had existed between United andAir Wisconsin over amounts owed toAir Wisconsin under the United capacity purchase agreement. InApril 2021 ,Air Wisconsin and United entered into a second amendment to the United capacity purchase agreement which addressed the scheduling of block hours after a certain date. InApril 2022 ,Air Wisconsin and United entered into a third amendment to the United capacity purchase agreement which addressed the date by which United must provide a wind-down schedule for the period following the expiration of the term of the agreement. The United capacity purchase agreement expires inFebruary 2023 .Air Wisconsin and United are in active negotiations regarding the extension of the agreement or the execution of a new agreement. Currently, a dispute exists under the United capacity purchase agreement with respect to certain recurring amounts owed toAir Wisconsin by United. As ofMarch 31, 2022 , the amount in dispute was approximately$9.4 million . The Company believes that United's claims have no support under the United capacity purchase agreement, however the outcome cannot be predicted. The Company has recognized all disputed amounts throughMarch 31, 2022 in the consolidated financial statements. 19
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Focus on Safety for Employees and Passengers
The safety and well-being of our employees and passengers are our priority. Throughout the COVID-19 pandemic,Air Wisconsin has taken numerous steps to provide its employees and passengers with the ability to take appropriate safety measures in accordance with guidelines provided by theCenters for Disease Control and Prevention , including working with United to:
• enhance
• provide gloves, masks, and other personal protective equipment for crew
members;
• provide options to Air Wisconsin's employees who are diagnosed with
COVID-19,
including pay protection and extended leave options;
• provide financial incentive to employees to encourage vaccination and
booster shots;
• implement workforce social distancing, mask requirements and other
protection measures, and enhanced cleaning of our facilities; and
• provide regular, ongoing communication regarding impacts of the
COVID-19
pandemic, including health and safety protocols and procedures.
Labor Shortages
Historically, the airline industry has experienced periodic shortages of qualified personnel, particularly pilots and mechanics. As a result of the reduced flying caused by the COVID-19 pandemic, the shortage was temporarily abated. However, as flight demand increased, the shortage has become acute, particularly for regional airlines such asAir Wisconsin due to a number of factors, including retirements and employees seeking opportunities at mainline carriers and in other industries. For example, whileAir Wisconsin's monthly departures and scheduled block hours generally increased fromJune 2020 untilOctober 2021 , they rarely reached pre-pandemic levels and have declined slightly sinceOctober 2021 , mostly as a result of pilot shortages.
Impact on Competitive Environment
Several regional and larger carriers have ceased operations as a direct or indirect result of the COVID-19 pandemic. As of the date of this filing,ExpressJet Airlines, Inc. ,Miami Air International ,Trans States Airlines , andCompass Airlines , each of which are domestic, regional, or charter airlines, have either filed for Chapter 11 or Chapter 7 bankruptcy, or ceased or severely limited operations. The impact of these and other changes to the competitive environment on our business and industry is highly uncertain.
Paycheck Protection Program
InApril 2020 ,Air Wisconsin received a$10.0 million loan ("SBA Loan") under the small business Paycheck Protection Program ("PPP") established under the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act") and administered by theSmall Business Administration ("SBA"). The entire principal amount and accrued interest were forgiven inAugust 2021 in the amount of$10.1 million , which was recorded as gain on extinguishment of debt in the audited consolidated statements of operations included within our 2021 Annual Report. Payroll Support Program InApril 2020 ,Air Wisconsin entered into a Payroll Support Program Agreement ("PSP-1 Agreement") with respect to payroll support ("Treasury Payroll Support") from theU.S. Department of the Treasury ("Treasury") under a program ("Payroll Support Program") provided by the CARES Act. Pursuant to the Payroll Support Program,Air Wisconsin received approximately$42.2 million , all of which was received in 2020.The Treasury's Office of the Inspector General (OIG) commenced a routine audit ofAir Wisconsin's compliance with the terms of the PSP-1 Agreement. As of the date of this filing,Air Wisconsin has not received written confirmation from the OIG regarding the status or results of the audit. InDecember 2020 , the federal Consolidated Appropriations Act of 2021 ("PSP Extension Law") was adopted, which provided for additional payroll support to eligible air carriers. InMarch 2021 , pursuant to the PSP Extension Law,Air Wisconsin entered into a Payroll Support Program Extension Agreement with theTreasury (the "PSP-2 Agreement"), which is substantially similar to the PSP-1 Agreement.Air Wisconsin received approximately$33.0 million pursuant to the PSP-2 Agreement, all of which was received in 2021.
In
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Table of ContentsWisconsin (the "PSP-3 Agreement" and, together with the PSP-1 Agreement and the PSP-2 Agreement, the "PSP Agreements"), which is substantially similar to the PSP-1 Agreement and the PSP-2 Agreement.Air Wisconsin received approximately$33.3 million pursuant to the PSP-3 Agreement, all of which was received in 2021. The PSP Agreements contain various covenants, including that (i) the payroll support proceeds must be used exclusively for the payment of wages, salaries, and benefits, (ii)Air Wisconsin cannot involuntarily terminate or furlough any employee or reduce any employee's pay rates or benefits without that employee's consent, in any case prior to certain dates, (iii)Air Wisconsin cannot pay total compensation to certain employees in excess of certain total compensation caps, (iv)Air Wisconsin cannot pay dividends or make other capital distributions prior to certain dates, and (v) neitherAir Wisconsin nor any of its affiliates can purchase an equity security ofAir Wisconsin , or any direct or indirect parent company ofAir Wisconsin , that is listed on a national securities exchange prior to certain dates. IfAir Wisconsin fails to comply with its obligations under these agreements, it may be required to repay some or all of the funds provided to it under these agreements. Any such default, acceleration, insolvency or failure to comply would likely have a material adverse effect on our business.
For additional information, refer to Note 8,
Commitments and Contingencies,
in our audited consolidated financial statements within our 2021 Annual Report.
Employee Retention Credit
Economic Conditions, Challenges and Risks Impacting Financial Results
For a discussion of the general and specific factors and trends affecting our business and results of operations, see " Management's Discussion and Analysis of Financial Condition and Results of Operations " within our 2021 Annual Report.
Results of Operations
Comparison of the Three Months Ended
The following table sets forth our major operational statistics and the associated percentage changes for the periods presented.
Three Months Ended
March 31,
2022 2021 Change
Operating Data:
Available Seat Miles (ASMs) (in thousands) 321,822 205,738 116,084 56.4 %
Actual Block Hours 28,534 19,600 8,934 45.6 %
Actual Departures 18,508 13,861 4,647 33.5 %
Revenue Passenger Miles (RPMs) (in
thousands) 247,653 126,358 121,295 96.0 %
Average Stage Length (in miles) 357 308 49 15.9 %
Contract Revenue Per Available Seat Mile
(CRASM) (in cents) 20.81 ¢ 24.18 ¢ (3.37 )¢ (13.9 )%
Passengers 691,324 400,617 290,707 72.6 %
The increase in ASMs, block hours, departures, RPMs and passengers during the three months endedMarch 31, 2022 , compared to the three months endedMarch 31, 2021 , was primarily due to an increase in flying under the United capacity purchase agreement as a result of increased demand for air travel related to the recovery from the COVID-19 pandemic. Operating Revenues
The following table sets forth our operating revenues and the associated dollar and percentage changes for the dates presented:
Three Months Ended
March 31,
2022 2021 Change
Operating Revenues ($ in thousands):
Contract Revenues $ 66,968 $ 49,756 $ 17,212 34.6 %
Contract Services and Other 7 18 (11 ) (61.1 )%
Total Operating Revenues $ 66,975 $ 49,774 $ 17,201 34.6 %
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Total operating revenues increased$17.2 million , or 34.6%, during the three months endedMarch 31, 2022 , compared to the three months endedMarch 31, 2021 , primarily due to an increase in flying under the United capacity purchase agreement as a result of increased demand for air travel related to the recovery from the COVID-19 pandemic. Operating Expenses
The following table sets forth our operating expenses and the associated dollar and percentage changes for the periods presented:
Three Months Ended
March 31,
2022 2021 Change
Operating Expenses ($ in thousands):
Payroll and Related Costs $ 26,601 $ 22,751 $ 3,850 16.9 %
Aircraft Fuel and Oil 51 13 38 292.3 %
Aircraft Maintenance, Materials and Repairs 14,501 11,072 3,429 31.0 %
Aircraft Rent - 23 (23 ) (100.0 )%
Other Rents 1,613 922 691 74.9 %
Depreciation, Amortization and Obsolescence 6,644 6,500 144 2.2 %
Payroll Support Program - (27,914 ) 27,914 100.0 %
Purchased Services and Other 3,765 3,150 615 19.5 %
Total Operating Expenses $ 53,175 $ 16,517 $ 36,658 221.9 %
Payroll and Related Costs
. Payroll and related costs increased $3.9 million , or 16.9%, to $26.6 million
for the three months ended March 31, 2022 , compared to the three months ended
March 31, 2021 . The increase was primarily driven by an increase in crew wages,
bonuses and training expenses of $1.6 million , an increase in personnel
expenses, including per diem and crew rooms of $1.1 million , an increase in
taxes and benefits of $0.9 million and an increase in maintenance wages of
$0.1 million .
Aircraft Fuel and Oil
. Substantially all of the fuel costs incurred as a result of flying pursuant to
the United capacity purchase agreement during the three months ended March 31,
2022 and March 31, 2021 were directly paid to suppliers by United. Aircraft fuel
and oil expense primarily reflects the costs associated with aircraft oil
purchases. These expenses were immaterial for the three months ended March 31,
2022 and March 31, 2021 .
Aircraft Maintenance, Materials and Repairs
. Aircraft maintenance, materials and repairs costs increased $3.4 million , or
31.0%, to $14.5 million for the three months ended March 31, 2022 , compared to
the three months ended March 31, 2021 , primarily as a result of an increase in
required maintenance and repair activities due to an increase in flying
attributable to increased passenger demand for air transportation. For
additional information, refer to Note 1,
Summary of Significant Accounting Policies - Reclassification .
Aircraft Rent . Aircraft rent expense decreased$0.02 million , or 100.0%, for the three months endedMarch 31, 2022 , compared to the three months endedMarch 31, 2021 . There was no aircraft rent expense recorded in the three months endedMarch 31, 2022 becauseAir Wisconsin no longer had any aircraft under lease afterJune 2021 . Other Rents . Other rents expense increased$0.7 million , or 74.9%, to$1.6 million for the three months endedMarch 31, 2022 , compared to the three months endedMarch 31, 2021 . The increase was primarily due to an increase of$0.6 million in flight training simulator rental expense. Depreciation, Amortization and Obsolescence . Depreciation, amortization and obsolescence expense increased$0.1 million , or 2.2%, to$6.6 million for the three months endedMarch 31, 2022 , compared to the three months endedMarch 31, 2021 . The increase was primarily due to the increase in obsolescence expense for spare parts. Payroll Support Program . The contra-expense for the Payroll Support Program decreased$27.9 million , or 100%, for the three months endingMarch 31, 2022 , compared to the three months endedMarch 31, 2021 . There was no contra-expense recorded in the three months endedMarch 31, 2022 due to the cessation of the Payroll Support Program in 2021. Purchased Services and Other . Purchased services and other expense increased$0.6 million , or 19.5%, to$3.8 million for the three months endedMarch 31, 2022 , compared to the three months endedMarch 31, 2021 . This increase was primarily due to an increase in professional and technical 22
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services, consisting primarily of an aircraft records review and aircraft
engineering services, of
Summary of Significant Accounting Policies - Reclassification .
Other (Expense) Income Interest Income . Interest income increased$0.2 million for the three months endedMarch 31, 2022 , compared to the three months endedMarch 31, 2021 . The increase was primarily due to an increase in interest earned on the notes receivable due from United. Interest Expense . Interest expense decreased$0.4 million for the three months endedMarch 31, 2022 , compared to the three months endedMarch 31, 2021 , primarily due to the prepayment of debt inJune 2021 . For additional information, refer to " Management's Discussion and Analysis of Financial Condition and Results of Operations - Debt and Credit Facilities " within our 2021 Annual Report. Loss onMarketable Securities . Loss on marketable securities was$2.4 million for the three months endedMarch 31, 2022 and$0.06 for the three months endedMarch 31, 2021 . The loss reflects the change in market value of marketable securities during the three months endedMarch 31, 2022 and 2021. Other, Net . Other income increased$0.2 million for the three months endedMarch 31, 2022 , compared to the three months endedMarch 31, 2021 . The other income consists of dividend income from investments in marketable securities.
Net Income
Net income for the three months endedMarch 31, 2022 was$9.3 million , or$0.19 per basic share and$0.14 per diluted share, compared to net income of$25.2 million , or$0.46 per basic share and$0.35 per diluted share, for the three months endedMarch 31, 2021 . For additional information, refer to Note 10, Earnings per Share and Equity , in our consolidated financial statements included in this Quarterly Report. The decrease in net income for the three months endedMarch 31, 2022 , when compared to the three months endedMarch 31, 2021 , primarily resulted from an increase in overall operating expenses and specifically no contra-expense related to the Payroll Support Program, under which we ceased receiving support in 2021. Further, our operating expenses, including payroll and related costs, as well as aircraft maintenance and repair costs, significantly increased due to increased flying levels. Income Taxes In the three months endedMarch 31, 2022 , our effective tax rate was 23.8%, compared to 24.0% for the three months endedMarch 31, 2021 . Our tax rate can vary depending on changes in tax laws, adoption of accounting standards, the amount of income we earn in each state and the state tax rate applicable to such income, as well as any valuation allowance required on our deferred tax assets.
We recorded income tax expense of
The income tax expense for the three months endedMarch 31, 2022 resulted in an effective tax rate of 23.8%, which differed from theU.S. federal statutory rate of 21%, primarily due to the impact of state income taxes and permanent differences between financial statement and taxable income. The income tax expense for the three months endedMarch 31, 2021 resulted in an effective tax rate of 24.0%, which differed from theU.S. federal statutory rate of 21%, primarily due to the impact of state income taxes and permanent differences between financial statement and taxable income. For additional information, refer to Note 5, Income Taxes , in our audited consolidated financial statements included within our 2021 Annual Report.
Liquidity and Capital Resources
Sources and Uses of Cash
Our principal sources of liquidity are our cash and cash equivalents balance, our marketable securities, andAir Wisconsin's cash flows from operations. As ofMarch 31, 2022 , our cash and cash equivalents balance was$25.6 million and we held$136.2 million of marketable securities. For the 23
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three months ended
Air Wisconsin requires cash to fund its operating expenses and working capital requirements, which include outlays for capital expenditures, labor, maintenance, and payment of debt service obligations, including principal and interest payments. Our cash needs vary from period to period primarily based on the timing and costs of significant maintenance events and increased labor costs due to shortages of qualified pilots and mechanics. During the ordinary course of business, we evaluate our cash requirements and, if necessary, adjust operating and capital expenditures to reflect current market conditions and our projected demand. Our capital expenditures are typically used to acquire or maintain aircraft and flight equipment forAir Wisconsin . During the three months endedMarch 31, 2022 , we had$1.2 million in capital expenditures primarily related to purchases of rotable parts and capitalized engine overhauls. Future capital expenditures may be impacted by events and transactions that are not currently forecasted.Air Wisconsin's ability to service its long-term debt obligations and business development efforts depends on its ability to generate cash from operating activities, which is subject to, among other things, its future operating performance, as well as other factors, some of which may be beyond our control. IfAir Wisconsin fails to generate sufficient cash from operations, it may need to obtain additional debt financing, or restructure its current debt financing, to achieve its longer-term objectives. As ofMarch 31, 2022 ,Air Wisconsin had$5.8 million of short-term debt, and$61.1 million of long-term debt, all of which is secured indebtedness incurred in connection with the Aircraft Notes. For additional information, refer to " Management's Discussion and Analysis of Financial Condition and Results of Operations - Debt and Credit Facilities " within our 2021 Annual Report. The United capacity purchase agreement andAir Wisconsin's credit agreements with its lender contain restrictions that limitAir Wisconsin's ability to pay, or prohibit it from paying, dividends or distributions to Harbor. In addition, the PSP Agreements preventAir Wisconsin from paying dividends prior to certain dates. We believe our available working capital and anticipated cash flows from operations will be sufficient to meet our liquidity requirements for at least the next 12 months from the date of this filing. To the extent that results or events differ from our financial projections or business plans, our liquidity may be adversely impacted. Restricted Cash As ofMarch 31, 2022 , in addition to cash and cash equivalents of$25.6 million , the Company had$0.6 million in restricted cash, which relates to a credit facility used for the issuance of cash collateralized letters of credit supporting our worker's compensation insurance program, landing fees at certain airports and facility leases, as well as cash held for the repurchase of shares under Harbor's stock repurchase program. Restricted cash includes amounts escrowed in an interest-bearing account that secures the credit facility.
Cash Flows
The following table presents information regarding our cash flows for each of the periods presented ($ in thousands):
Three Months Ended
March 31,
2022 2021 Change
Net cash (used in) provided by operating activities$ (1,788 ) $ 14,746 $ (16,534 ) (112.1 )% Net cash used in investing activities (1,438 ) (20,159 ) 18,721 (92.9 )% Net cash used in financing activities (9,244 ) (898 )
(8,346 ) 929.4 %
Cash Flows (Used in) Provided by Operating Activities
During the three months endedMarch 31, 2022 , our cash flows used in operating activities were$1.8 million . We had net income of$9.3 million . Cash flows are further adjusted for increases in cash primarily related to depreciation, obsolescence and amortization of$6.2 million , prepaid and other expenses of$4.5 million , deferred revenue of$4.3 million , and loss on marketable securities of$2.4 million , partially offset by decreases in cash primarily related to long-term deferred revenues of$9.0 million , notes receivable of$3.5 million , accounts receivable of$8.3 million , accrued payroll and benefits of$2.4 million , accounts payable of$4.3 million and contract liabilities of$1.4 million . 24
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During the three months endedMarch 31, 2021 , our cash flows provided by operating activities were$14.7 million . We had net income of$25.2 million , which primarily resulted from lower expenses as a result of payroll support received under the Payroll Support Program and reduced flying activity, further adjusted for increases in cash primarily related to depreciation and engine overhaul amortization of$6.8 million and deferred revenues of$7.6 million , partially offset by decreases in cash primarily related to accounts receivable of$14.2 million , notes receivable of$7.2 million , federal tax receivable of$3.0 million , and prepaid expenses of$1.3 million .
Cash Flows Used in Investing Activities
During the three months endedMarch 31, 2022 , our cash flows used in investing activities were$1.4 million resulting primarily from additions to property and equipment. During the three months endedMarch 31, 2021 , our cash flows used in investing activities were$20.1 million resulting primarily from investments in marketable securities.
Cash Flows Used in Financing Activities
During the three months endedMarch 31, 2022 , our cash flows used in financing activities were$9.2 million , reflecting$0.6 million in repayments of long-term debt,$0.2 million of dividends paid on preferred stock,$1.0 million for the cancellation of a stock option, and$7.5 million to repurchase shares of our common stock. During the three months endedMarch 31, 2021 , our cash flows used in financing activities were$0.9 million , reflecting$0.7 million in payments of long-term debt and$0.2 million of dividends paid on preferred stock.
Commitments and Contractual Obligations
For additional information regarding our commitments and contractual obligations, refer to the section entitled " Management's Discussion and Analysis of Financial Condition and Results of Operations - Commitments and Contractual Obligations " within our 2021 Annual Report.
The following table sets forth our cash obligations for the periods presented ($
in thousands)
April
through
December
Total 2022 2023 2024 2025 2026 Thereafter
Aircraft Notes Principal $ 59,500 $ 3,500 $ 7,000 $ 7,000 $ 42,000 $ - $ -
Aircraft Notes Interest 7,455 1,785 2,170 1,890 1,610 - -
Operating Lease Obligations 17,049 4,558 5,832
3,356 2,645 147 511 Total$ 84,004 $ 9,843 $ 15,002 $ 12,246 $ 46,255 $ 147 $ 511 The principal amount of the Aircraft Notes is payable in semi-annual installments of$3.5 million and certain additional amounts may be due based on excess cash flow. The amounts set forth in the table do not reflect any such additional excess cash flow payments. As a result of certain prepayments made under the Aircraft Notes inJune 2021 , no semi-annual installments are due prior toDecember 31, 2022 . As ofMarch 31, 2022 , all ofAir Wisconsin's long-term debt was subject to fixed interest rates. For additional information regarding the Aircraft Notes and Other Loans, refer to the section entitled " Management's Discussion and Analysis of Financial Condition and Results of Operations" within our 2021 Annual Report.
Series C Convertible Redeemable Preferred Stock
InJanuary 2020 , Harbor completed an acquisition fromSouthshore Aircraft Holdings, LLC and its affiliated entities ("Southshore") of three CRJ-200 regional jets, each having two General Electric ("GE") engines, plus five additionalGE engines, in exchange for the issuance of 4,000,000 shares of Harbor's Series C Convertible Redeemable Preferred Stock (the "Series C Preferred") with an aggregate value of$13.2 million , or$3.30 per share (the "Series C Issue Price").Air Wisconsin had leased each of these CRJ-200 regional jets andGE engines from Southshore. InJanuary 2020 , Harbor filed a Certificate of Designations, Preferences, and Rights of Series C Convertible Redeemable Preferred Stock ("Certificate of Designations") with the Secretary of State of theState of Delaware , which establishes the rights, preferences, privileges, qualifications, restrictions and limitations relating to the Series C Preferred. 25
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Each share of Series C Preferred was initially convertible, at any time after issuance, into that number of shares of common stock determined by dividing the then applicable Series C Liquidation Amount (defined below) by$0.80 , subject to certain adjustments set forth in the Certificate of Designations (the "Conversion Price"). The adjusted Conversion Price as of the date of this filing is$0.15091 . The conversion of Series C Preferred is subject to a limitation on the number of shares of the common stock that may be issued upon conversion of Series C Preferred equal to the sum of (a) 16,500,000, plus (b) the quotient of (i) the aggregate amount of all accrued and unpaid Preferential Dividends divided by (ii)$0.80 (the "Conversion Cap"), plus (c) the quotient of (i) the number of shares of Series C Preferred issued as PIK Dividends multiplied by the Series C Issue Price, divided by (ii)$0.80 . Any outstanding shares of Series C Preferred that may not be converted pursuant to the limitation described herein (the "Conversion Cap Excess Shares"), from and afterDecember 31, 2022 , in addition to the Preferential Dividends, shall accrue cumulative quarterly dividends equal to an amount per share equal to 0.5% of the Series C Liquidation Amount (as defined below) of each outstanding Conversion Cap Excess Share in the first quarter afterDecember 31, 2022 , and increasing an additional 0.5% of the Series C Liquidation Amount in each subsequent quarter (the "Conversion Cap Excess Dividends"). As ofMarch 31, 2022 , 754,550 shares of the Series C Preferred are immediately convertible into 16,500,000 shares of common stock (representing 26.0% of the fully diluted shares of capital stock of Harbor), and the remaining 3,245,450 shares of the Series C Preferred would be deemed Conversion Cap Excess Shares. For additional information related to the Series C Preferred, refer to our 2021 Annual Report.
On
Based on the applicable accounting guidance, Harbor is required to apply the "if-converted" method to the Series C Preferred to determine the weighted average number of shares outstanding for purposes of calculating the net income (loss) per share of common stock. However, conversion is not assumed for purposes of computing diluted earnings per share if the effect would be anti-dilutive.
Harbor accounts for its Series C Preferred in accordance with the guidance in ASC Topic 480,
Distinguishing Liabilities from Equity . Based on the applicable accounting guidance, preferred stock that is conditionally redeemable is classified as temporary or "mezzanine" equity. Accordingly, the Series C Preferred, which is subject to conditional redemption, is presented at redemption value as mezzanine equity outside of the stockholders' equity section of the consolidated balance sheets included within this Quarterly Report. Aircraft Operating Leases
As of
Debt and Credit Facilities
For additional information regarding our debt and credit facilities, see " Management's Discussion and Analysis of Financial Condition and Results of Operations - Debt and Credit Facilities " within our 2021 Annual Report.
Paycheck Protection Program
InApril 2020 ,Air Wisconsin received the$10.0 million SBA Loan under the PPP established under the CARES Act and administered by the SBA. The loan was forgivable subject to certain limitations, including that the loan proceeds be used to retain workers and for payroll, mortgage payments, lease payments, and utility payments. The entire principal amount and accrued interest was forgiven inAugust 2021 . Payroll Support Program InApril 2020 ,Air Wisconsin entered into the PSP-1 Agreement with theTreasury for payroll support under the CARES Act and received approximately$42.2 million , all of which was received in the year endedDecember 31, 2020 . InMarch 2021 ,Air Wisconsin entered into the PSP-2 Agreement with theTreasury for payroll support under the PSP Extension Law and received approximately$33.0 million , all of which was received in the six months endedJune 30, 2021 . InJune 2021 theTreasury entered into the PSP-3 Agreement withAir Wisconsin for payroll support under the American Rescue Plan, andAir Wisconsin received approximately$33.3 million . The PSP Agreements contain various covenants, including that (i) the payroll support proceeds must be used exclusively for the payment of wages, salaries and benefits, (ii)Air Wisconsin cannot involuntarily terminate or furlough any employee or reduce any employee's pay rates or benefits without that employee's consent, in any case prior to certain dates, (iii)Air Wisconsin cannot pay total compensation to certain employees in excess of certain total compensation caps, (iv)Air Wisconsin cannot pay dividends or make other capital distributions prior to certain dates, and (v) neither Air 26
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Wisconsin nor any of its affiliates can purchase an equity security ofAir Wisconsin or any direct or indirect parent company ofAir Wisconsin that is listed on a national securities exchange prior to certain dates. IfAir Wisconsin fails to comply with its obligations under the PSP Agreements, it may be required to repay some or all of the funds provided to it under those agreements. Any such default, acceleration, insolvency or failure to comply would likely have a material adverse effect on our business. For additional information, refer to Note 8, Commitments and Contingencies , in our consolidated financial statements included in this Quarterly Report.
Maintenance Commitments
For additional information regarding our maintenance commitments, see " Management's Discussion and Analysis of Financial Condition and Results of Operations - Maintenance Commitments " within our 2021 Annual Report.
Off-Balance Sheet Arrangements An off-balance sheet arrangement is any transaction, agreement or other contractual arrangement involving an unconsolidated entity under which a company has (i) made guarantees, (ii) a retained or a contingent interest in transferred assets, (iii) an obligation under derivative instruments classified as equity or (iv) any obligation arising out of a material variable interest in an unconsolidated entity that provides financing, liquidity, market risk or credit risk support to us, or that engages in leasing, hedging or research and development arrangements with us. We have no off-balance sheet arrangements that would have a material current or future effect on the Company's financial condition, results of operations or liquidity. Critical Accounting Policies and Estimates We prepare our consolidated financial statements in accordance with generally accepted accounting principles. Critical accounting policies are those policies that are most important to the preparation of our consolidated financial statements and require management's subjective and complex judgments due to the need to make estimates about the effect of matters that are inherently uncertain. In doing so, we must make estimates and assumptions that affect our reported amounts of assets, liabilities, revenues and expenses, as well as related disclosure of contingent assets and liabilities. To the extent that there are material differences between these estimates and actual results, our financial condition or results of operations would be affected. We base our estimates on past experience and other assumptions that we believe are reasonable under the circumstances, and we evaluate these estimates on an ongoing basis. We refer to accounting estimates of this type as critical accounting policies. Our critical accounting policies relate to revenue recognition, long-lived assets, and income tax. The application of these accounting policies involve the exercise of judgment and the use of assumptions as to the future uncertainties and, as a result, actual results will likely differ, and may differ materially, from such estimates. For additional information regarding our critical accounting policies, see " Management's Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies " within our 2021 Annual Report.
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