Related-Party Transactions

3 Months Ended

Mar. 31, 2020

9. Related-Party Transactions

For the three month periods ended March 31, 2020 and 2019, the Company paid $210 and $824, respectively, pursuant to certain aircraft and engines leases with related parties and for other professional services.

Southshore Leasing, through the Southshore Affiliates, leased aircraft and engines to Air Wisconsin pursuant to various operating lease agreements from April 2010 through January 2020. For the three month period ended March 31, 2020, Air Wisconsin paid a total of approximately $150 to Southshore, consisting of approximately $66 for the lease of three aircraft, and approximately $84 for the lease of additional engines to support Air Wisconsin’s operations. For the three month period ended March 31, 2019, Air Wisconsin paid a total of approximately $764 to Southshore, consisting of approximately $270 for the lease of two aircraft, and approximately $494 for the lease of additional engines. Each of these aircraft and engines was acquired by the Company in the transaction described below.

January 2020, the Company completed an asset acquisition from Southshore of three CRJ-200 regional jets, each having two GE engines, plus five additional GE engines, in exchange for the issuance of 4,000 shares of the Series C Preferred with an aggregate value of $13,200, or $3.30 per share (Series C Issue Price), and the assumption of liabilities in the amount of $3,466. As of March 31, 2020, the shares of Series C Preferred were convertible into an aggregate of 16,500 shares of common stock. See Note 10 for additional information.

From time to time, Air Wisconsin has also contracted for services to be performed on certain assets held by Southshore that were used in Air Wisconsin’s operations, pursuant to which Air Wisconsin received reimbursement from Southshore at the cost of such services. Because Air Wisconsin acted as an agent or an intermediary in facilitating such transactions, the amounts of any such transactions are not included in the amounts described above.

Resource Holdings Associates (Resource Holdings) has provided AWAC and Air Wisconsin with financial advisory and management services pursuant to an agreement entered into in January 2012. AWAC has paid a recurring monthly fee of $20 in exchange for these financial advisory and management services since January 2012. AWAC paid a total of $60 to Resource Holdings for each of the three month periods ended March 31, 2020 and 2019. See the section entitled “

Certain Relationships and Related Transactions, and Director Independence

” in the 2019 Annual Report.