HARBOR DIVERSIFIED, INC. - Quarter Report: 2023 June (Form 10-Q)

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

Form 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM

10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2023

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

Commission File Number

001-34584

HARBOR DIVERSIFIED, INC.

(Exact name of registrant as specified in its charter)


Delaware		13-3697002
(State of incorporation)		(I.R.S. Employer Identification No.)

W6390 Challenger Drive, Suite 203 Appleton, WI		54914-9120
(Address of principal executive offices)		(Zip Code)

(920)

749-4188

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act: None.

Securities registered pursuant to Section 12(g) of the Act: None.


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	None	None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

S-T

(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule

12b-2

of the Exchange Act.

If an emerging growth company, indicate by check if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule

12b-2

of the Exchange Act). Yes ☐ No ☒

As of August 7, 2023, the registrant had 43,692,630 shares of common stock, $0.01 par value per share, outstanding, and 4,000,000 shares of Series C Convertible Redeemable Preferred Stock, $0.01 par value per share, outstanding, which are immediately convertible into an additional 16,500,000 shares of common stock. The registrant does not have any class of securities registered pursuant to Section 12(b) or Section 12(g) of the Exchange Act.

HARBOR DIVERSIFIED, INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE THREE MONTHS ENDED JUNE 30, 2023

TABLE OF CONTENTS


	Page
Cautionary Note Regarding Forward-Looking Statements		(i)
Part I. Financial Information		1
Item 1. Financial Statements		1
Condensed Consolidated Balance Sheets		1
Condensed Consolidated Statements of Operations		2
Condensed Consolidated Statements of Stockholders’ Equity		3
Condensed Consolidated Statements of Cash Flows		5
Condensed Notes to Condensed Consolidated Financial Statements		6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		21
Item 3. Quantitative and Qualitative Disclosures about Market Risk		31
Item 4. Controls and Procedures		31
Part II. Other Information		32
Item 1. Legal Proceedings		32
Item 1A. Risk Factors		32
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		44
Item 3. Defaults Upon Senior Securities		45
Item 4. Mine Safety Disclosure		45
Item 5. Other Information		45
Item 6. Exhibits		46
Signatures		47

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q for the three months ended June 30, 2023 (this “Quarterly Report”) includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which statements are subject to considerable risks and uncertainties. Forward-looking statements relate to matters such as our industry, business plans and strategies, material contracts, key relationships, consumer behavior, flight schedules and completed flight activity, revenues, expenses, margins, profitability, tax liability, capital expenditures, liquidity, capital resources, outcome of legal proceedings, and other business and operating information. Forward-looking statements include all statements that are not statements of historical facts, and can be identified by words such as “anticipate,” “approximately,” “assume,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “future,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will” and similar terms and phrases in this Quarterly Report. All of our forward-looking statements include assumptions underlying or relating to such statements that may cause actual results to differ materially from those that we are currently expecting and are subject to considerable risks and uncertainties, including without limitation:

•

the supply of qualified pilots and mechanics to the airline industry, attrition, and the increasing costs associated with hiring, training and retaining qualified pilots and mechanics;

•

the dependence of the business of our subsidiary, Air Wisconsin Airlines LLC (“Air Wisconsin”), on a capacity purchase agreement (the “American capacity purchase agreement”) with American Airlines, Inc. (“American”), since all Air Wisconsin’s aircraft have been withdrawn from the capacity purchase agreement (the “United capacity purchase agreement”) with United Airlines, Inc. (“United”), which agreement expired in early June 2023;

•

the possibility that Air Wisconsin receives an unfavorable result from the arbitration initiated by United in October 2022 related to certain amounts owed to Air Wisconsin pursuant to the United capacity purchase agreement or that United prevails on its claim that Air Wisconsin wrongfully terminated the agreement;

•

any acceleration of debt under Air Wisconsin’s credit agreements;

•

aircraft and engine maintenance costs;

•

the amounts Air Wisconsin is paid or reimbursed under the American capacity purchase agreement or any future agreement may be less than the costs incurred, particularly as labor costs increase in response to pilot and mechanic shortages;

•

the possibility that American could provide Air Wisconsin with inefficient flight schedules, or American could change the expected utilization of Air Wisconsin’s aircraft under the American capacity purchase agreement;

•

the extent to which Air Wisconsin’s current growth opportunities and strategic operating plan are restricted based on factors impacting the airline industry;

•

the significant portion of Air Wisconsin’s workforce that is represented by labor unions and the terms of its collective bargaining agreements;

•

Air Wisconsin’s reliance on only one aircraft type, aircraft manufacturer and engine manufacturer, and the potential issuance of operating restrictions on this aircraft or engine type or occurrence of any aviation incident involving either this aircraft or engine type;

•

Air Wisconsin’s ability to obtain additional financing on acceptable terms and when required;

•

developments associated with fluctuations in the economy, including increased inflation, which may negatively impact our costs, create additional wage pressures, and impact the financial stability of Air Wisconsin’s major airline partner;

•

the impact of losing key personnel or inability to attract additional qualified personnel;

•

the negative impact of information technology security breaches and other such infrastructure disruptions on Air Wisconsin’s operations; and

•

the duration and spread of infectious diseases, and the related impact on the business, results of operations, financial condition and liquidity of Air Wisconsin and American in particular, and the airline industry in general.

The forward-looking statements contained in this Quarterly Report are based on management’s current plans, estimates and expectations in light of information currently available to us, and they are subject to uncertainty and changes in circumstances. Actual results may differ materially from our expectations due to changes in global, regional or local political, economic, business, competitive, market, regulatory and other factors, many of which are beyond our control, as well as the other factors described in the section entitled “Risk Factors” within this Quarterly Report and in the other reports we file with the Securities and Exchange Commission (“SEC”).

(i)

Additional factors or events that could cause our actual results to differ may also emerge from time to time, and it is not possible for us to predict all of them. Should one or more of these risks or uncertainties materialize, or should any of our assumptions or estimates prove to be incorrect, our actual results may be different from, and potentially materially worse than, what we may have expressed or implied by these forward-looking statements. Comparisons of results for any current or prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.

Investors should not place undue reliance on any of our forward-looking statements. Any forward-looking statement made by us in this Quarterly Report speaks only as of the date hereof. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments, or otherwise, except as may be required by applicable securities laws. We qualify all of our forward-looking statements by these disclaimers.

(ii)

Harbor Diversified, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets (in thousands, except shares and par value)

Part I. Financial Information

Item 1. Financial Statements


	June 30, 2023			December 31, 2022
	(unaudited)
Assets
Current Assets
Cash and cash equivalents	$	15,831		$	33,333
Restricted cash		812			849
Marketable securities		141,453			153,827
Accounts receivable, net		45,074			40,341
Notes receivable		21,093			19,452
Spare parts and supplies, net		5,184			4,579
Contract costs		114			143
Contract assets, net		173			—
Prepaid expenses and other		2,749			3,732

Total Current Assets		232,483			256,256

Property and Equipment
Flight property and equipment		265,459			263,970
Ground property and equipment		8,287			8,055
Less accumulated depreciation and amortization		(183,329	)		(169,766	)

Net Property and Equipment		90,417			102,259

Other Assets
Operating lease right-of-use asset		11,113			13,480
Intangibles		5,300			5,300
Long-term investments		4,275			4,275
Long-term contract costs		639			—
Other		1,146			1,077

Total Other Assets		22,473			24,132

Total Assets	$	345,373		$	382,647

Liabilities and Stockholders’ Equity
Current Liabilities
Accounts payable	$	21,016		$	20,165
Accrued payroll and employee benefits		13,184			12,989
Current portion of operating lease liability		4,199			5,091
Other accrued expenses		102			137
Contract liabilities		—			1,985
Deferred revenues		—			16,561
Current portion of long-term debt (stated principal amount of $3,500 at June 30, 2023 and December 31, 2022)		5,444			9,154

Total Current Liabilities		43,945			66,082

Other Long-Term Liabilities
Long-term debt (stated principal amount of $45,100 at June 30, 2023 and $48,600 December 31, 2022)		47,596			52,068
Long-term promissory note		4,275			4,275
Deferred tax liability		7,990			7,990
Long-term operating lease liability		4,500			5,849
Long-term contract liabilities, net		2,840			—
Other		1,737			1,977

Total Long-Term Liabilities		68,938			72,159

Total Liabilities		112,883			138,241
Commitments and Contingencies (Note 8)
Mezzanine Equity (Note 10)
Series C Convertible Redeemable Preferred Stock, $0.01 par value per share, 4,000,000 shares authorized, issued and outstanding at June 30, 2023 and December 31, 2022		13,200			13,200
Stockholders’ Equity
Common Stock, $0.01 par value per share, 100,000,000 shares authorized, 55,481,140 shares issued at June 30, 2023 and December 31, 2022, 43,830,036 shares outstanding at June 30, 2023 and 45,219,737 shares outstanding at December 31, 2022		555			555
Additional paid-in capital		285,111			285,668
Retained deficit		(48,321	)		(40,034	)
Treasury stock		(18,055	)		(14,983	)

Total Stockholders’ Equity		219,290			231,206

Total Liabilities and Stockholders’ Equity	$	345,373		$	382,647

See accompanying condensed notes to unaudited condensed consolidated financial statements.

Table of Contents

Harbor Diversified, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations (in thousands, except per share amounts)


	Three Months Ended June 30,						Six Months Ended June 30,
	2023			2022			2023			2022
	(unaudited)						(unaudited)
Operating Revenues
Contract revenues	$	50,970		$	77,923		$	110,007		$	144,891
Contract services and other		102			7			197			14

Total Operating Revenues		51,072			77,930			110,204			144,905

Operating Expenses
Payroll and related costs		29,953			27,694			59,721			54,295
Aircraft fuel and oil		221			34			323			85
Aircraft maintenance, materials and repairs		17,869			16,336			37,218			30,837
Other rents		1,474			1,657			3,068			3,270
Depreciation, amortization and obsolescence		6,370			6,674			12,727			13,318
Purchased services, legal and other		7,532			3,514			11,974			7,279

Total Operating Expenses		63,419			55,909			125,031			109,084

(Loss) Income from Operations		(12,347	)		22,021			(14,827	)		35,821

Other Income (Expense)
Interest income		1,429			1,382			2,795			2,166
Interest expense		(11	)		—			(12	)		—
(Loss) gain on marketable securities		(795	)		(3,602	)		945			(6,025	)
Gain on extinguishment of debt		70			—			70			—
Other, net		(1	)		(3	)		(14	)		(3	)

Total Other Income (Expense)		692			(2,223	)		3,784			(3,862	)

Net (Loss) Income Before Taxes		(11,655	)		19,798			(11,043	)		31,959
Income Tax (Benefit) Expense		(2,486	)		4,717			(2,756	)		7,615

Net (Loss) Income		(9,169	)		15,081			(8,287	)		24,344
Preferred stock dividends		305			198			557			396

Net (loss) income available to common stockholders	$	(9,474	)	$	14,883		$	(8,844	)	$	23,948

Basic (Loss) Earnings per share	$	(0.21	)	$	0.32		$	(0.20	)	$	0.51
Diluted (Loss) Earnings per share	$	(0.21	)	$	0.24		$	(0.20	)	$	0.38
Weighted average common shares:
Basic		44,277			46,519			44,626			47,075
Diluted		44,277			63,019			44,626			63,773

See accompanying condensed notes to unaudited condensed consolidated financial statements.

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Harbor Diversified, Inc. and Subsidiaries

Condensed Consolidated Statements of Stockholders’ Equity (in thousands)


	Mezzanine Equity - Series C Convertible Redeemable Preferred Stock				Common Stock
	Shares		Amount		Shares			Treasury Stock		Amount		Additional Paid-In Capital			Retained Deficit			Cost of Treasury Stock			Total Stockholders’ Equity
Balance, December 31, 2022		4,000	$	13,200		45,220			10,261	$	555	$	285,668		$	(40,034	)	$	(14,983	)	$	231,206
Net loss		—		—		—			—		—		—			(8,287	)		—			(8,287	)
Preferred stock dividends		—		—		—			—		—		(557	)		—			—			(557	)
Treasury stock purchases		—		—		(1,390	)		1,390		—		—			—			(3,072	)		(3,072	)

Balance, June 30, 2023 (unaudited)		4,000	$	13,200		43,830			11,651	$	555	$	285,111		$	(48,321	)	$	(18,055	)	$	219,290


	Mezzanine Equity - Series C Convertible Redeemable Preferred Stock				Common Stock
	Shares		Amount		Shares			Treasury Stock		Amount		Additional Paid-In Capital			Retained Deficit			Cost of Treasury Stock			Total Stockholders’ Equity
Balance, March 31, 2023		4,000	$	13,200		44,750			10,731	$	555	$	285,416		$	(39,152	)	$	(15,963	)	$	230,856
Net loss		—		—		—			—		—		—			(9,169	)		—			(9,169	)
Preferred stock dividends		—		—		—			—		—		(305	)		—			—			(305	)
Treasury stock purchases		—		—		(920	)		920		—		—			—			(2,092	)		(2,092	)

Balance, June 30, 2023 (unaudited)		4,000	$	13,200		43,830			11,651	$	555	$	285,111		$	(48,321	)	$	(18,055	)	$	219,290

Table of Contents

Harbor Diversified, Inc. and Subsidiaries

Condensed Consolidated Statements of Stockholders’ Equity (in thousands)

	Mezzanine Equity - Series C Convertible Redeemable Preferred Stock					Common Stock
		Shares		Amount			Shares			Treasury Stock		Amount		Additional Paid-In Capital			Retained Deficit			Cost of Treasury Stock			Total Stockholders’ Equity
Balance, December 31, 2021			4,000	$	13,200			53,316			2,165	$	555	$	287,429		$	(79,144	)	$	(3,280	)	$	205,560
Net income			—		—			—			—		—		—			24,344			—			24,344
Dividends			—		—			—			—		—		(396	)		—			—			(396	)
Cancellation of stock option			—		—			—			—		—		(969	)		—			—			(969	)
Treasury stock purchases			—		—			(7,300	)		7,300		—		—			—			(9,934	)		(9,934	)

Balance, June 30, 2022 (unaudited)			4,000	$	13,200			46,016			9,465	$	555	$	286,064		$	(54,800	)	$	(13,214	)	$	218,605


	Mezzanine Equity - Series C Convertible Redeemable Preferred Stock				Common Stock
	Shares		Amount		Shares			Treasury Stock		Amount		Additional Paid-In Capital			Retained Deficit			Cost of Treasury Stock			Total Stockholders’ Equity
Balance, March 31, 2022		4,000	$	13,200		47,054			8,427	$	555	$	286,262		$	(69,881	)	$	(10,762	)	$	206,174
Net income		—		—		—			—		—		—			15,081			—			15,081
Dividends		—		—		—			—		—		(198	)		—			—			(198	)
Treasury stock purchases		—		—		(1,038	)		1,038		—		—			—			(2,452	)		(2,452	)

Balance, June 30, 2022 (unaudited)		4,000	$	13,200		46,016			9,465	$	555	$	286,064		$	(54,800	)	$	(13,214	)	$	218,605

See accompanying condensed notes to unaudited condensed consolidated financial statements.

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Harbor Diversified, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows (in thousands)


	Six Months Ended June 30,
	2023			2022

	(unaudited)
Cash Flows from Operating Activities
Net (loss) income	$	(8,287	)	$	24,344
Adjustments to reconcile net (loss) income to net cash (used) in/provided by operating activities:
Depreciation, amortization and obsolescence allowance		12,727			13,318
Amortization of contract costs		(1,461	)		(2,383	)
Amortization of engine overhauls		1,515			1,305
Deferred income taxes		—			(118	)
Loss on disposition of property and equipment		208			38
(Gain) loss on marketable securities		(945	)		6,025
Gain on extinguishment of debt		(70	)		—
Changes in operating assets and liabilities:
Accounts receivable		(4,733	)		(16,697	)
Notes receivable		(1,641	)		(7,609	)
Spare parts and supplies		(605	)		(159	)
Prepaid expenses and other		139			4,623
Operating lease right-of-use asset		126			54
Accounts payable		851			(1,486	)
Accrued payroll and employee benefits		195			(1,728	)
Other accrued expenses		(35	)		24
Long-term deferred revenue		—			(9,046	)
Contract liabilities		2,143			(2,080	)
Deferred revenues		(16,561	)		(8,292	)
Income taxes payable		—			3,487
Other long-term liabilities		(240	)		(60	)

Net Cash (Used) in/Provided by Operating Activities		(16,674	)		3,560

Cash Flows from Investing Activities
Additions to property and equipment		(2,453	)		(3,732	)
Proceeds on disposition of property and equipment		10			7
Purchase of marketable securities		(1,681	)		(958	)
Sale of marketable securities		15,000			—

Net Cash Provided by/(Used) in Investing Activities		10,876			(4,683	)

Cash Flows from Financing Activities
Repayment of long-term debt		(8,112	)		(1,190	)
Dividends paid on preferred stock		(557	)		(396	)
Cancellation of stock option		—			(969	)
Repurchased stock		(3,072	)		(9,934	)

Net Cash Used in Financing Activities		(11,741	)		(12,489	)

Decrease in Cash, Cash Equivalents and Restricted Cash		(17,539	)		(13,612	)
Cash, Cash Equivalents and Restricted Cash, beginning of period		34,182			38,619

Cash, Cash Equivalents and Restricted Cash, end of period	$	16,643		$	25,007

See accompanying condensed notes to unaudited condensed consolidated financial statements.

See Note 11 for supplemental cash flow information.

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Harbor Diversified, Inc. and Subsidiaries

Condensed Notes to Condensed Consolidated Financial Statements (in thousands, except shares and per share amounts)

1. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of Harbor Diversified, Inc. (“Harbor”) and its subsidiaries (collectively, the “Company”).

Harbor

is a non-operating holding company

that is the parent of a consolidated group of subsidiaries, including AWAC Aviation, Inc. (“AWAC”), which is the sole member of Air Wisconsin Airlines LLC (“Air Wisconsin”), which is a regional air carrier. Harbor is also the direct parent of three other subsidiaries: (1) Lotus Aviation Leasing, LLC (“Lotus”), which leases flight equipment to Air Wisconsin, (2) Air Wisconsin Funding LLC, which provides flight equipment financing to Air Wisconsin, and (3) Harbor Therapeutics, Inc., which

is a non-operating entity with

no material assets.

The condensed consolidated financial statements have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the following disclosures are adequate to make the information presented not misleading. The condensed consolidated financial statements reflect all adjustments that, in the opinion of management, are necessary to present fairly in all material respects the financial condition and results of operations for the interim periods presented. All adjustments are of a normal recurring nature, unless otherwise disclosed. All of the dollar and share amounts set forth in these condensed notes to condensed consolidated financial statements are presented in thousands except per share and par value amounts.

These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in Harbor’s Annual Report on Form

10-K

for the year ended December 31, 2022, which was filed with the SEC on April 3, 2023 (“2022 Annual Report”). As a result of numerous factors, including those discussed throughout this Quarterly Report, the results of operations for the three and six months ended June 30, 2023 are not necessarily indicative of the results that may be expected for any other reporting period.

Description of Operations

The Company has principal lines of business focused on (1) providing regional air services through Air Wisconsin (airline business), (2) acquiring flight equipment for the purpose of leasing the equipment to Air Wisconsin, and (3) providing flight equipment financing to Air Wisconsin. Additionally, Air Wisconsin is continuing to explore aircraft leasing opportunities.

The airline business is operated entirely through Air Wisconsin, which is an independent regional air carrier. For the three months ended June 30, 2023, Air Wisconsin was engaged in the business of providing scheduled passenger service for United Airlines, Inc. (“United”) under a capacity purchase agreement (“United capacity purchase agreement”) which was entered into in February 2017 and which terminated in early June 2023. Since March 1, 2023, Air Wisconsin has also provided scheduled passenger service for American Airlines, Inc. (“American”) under a capacity purchase agreement (“American capacity purchase agreement”), pursuant to which Air Wisconsin agreed to provide up to 60

CRJ-200

regional jet aircraft for regional airline services for American. The American capacity purchase agreement also provides that the parties may discuss the possibility of adding

CRJ-700

regional jets to Air Wisconsin’s fleet for the purpose of providing regional airline services under the agreement, but neither party is currently under any obligation with respect to these aircraft.

American became Air Wisconsin’s sole airline partner when all its aircraft were removed from United’s flying operations in early June. As of June 30, 2023, Air Wisconsin had 32 aircraft in service for American under the American capacity purchase agreement.

For additional information, refer to Note 3,

Capacity Purchase Agreements with United and American

Table of Contents

Contract Revenues

For the three months ended June 30, 2023, approximately 47.1% of the Company’s operating revenues were derived from operations associated with the United capacity purchase agreement and approximately 52.7% of the Company’s operating revenues were derived from operations associated with the American capacity purchase agreement.

In performing an analysis of the United capacity purchase agreement and the American capacity purchase agreement within the framework of Accounting Standards Update (“ASU”)

No. 2016-02,

Leases (“Topic 842”)

and Financial Accounting Standards Board (“FASB”) ASU No. 606,

Revenue from Contracts with Customers (“Topic 606”)

, the Company determined that a portion of the payments it receives under the capacity purchase agreements that is designed to reimburse Air Wisconsin for use of a certain number of aircraft, which is referred to as “right of use,” is considered lease revenue. All other revenue received by Air Wisconsin under the capacity purchase agreements is considered

non-lease

revenue. After consideration of the lease and

non-lease

components, within the context of Topic 842, the Company determined the

non-lease

component to be the predominant component of each capacity purchase agreement and elected a practical expedient to not separate the lease and

non-lease

components. Therefore, all compensation received by Air Wisconsin pursuant to the United capacity purchase agreement and the American capacity purchase agreement has been accounted for under Topic 606.

The Company has recognized revenue under each capacity purchase agreement over time as services are provided. Under each agreement, Air Wisconsin is entitled to receive a fixed rate for each departure and block hour (measured from takeoff to landing, including taxi time), and a fixed amount per covered aircraft per day (subject to Air Wisconsin’s ability to meet certain block hour utilization thresholds), in each case subject to annual increases during the term of the agreement. Air Wisconsin’s performance obligation is met and revenue is recognized over time, which is then reflected in contract revenues. Each agreement also provides for the reimbursement to Air Wisconsin of certain direct operating expenses, such as certain insurance premiums and property taxes.

Prior to the termination of the United capacity purchase agreement in early June 2023, United made provisional cash payments to Air Wisconsin during each month of service based on projected flight schedules. These provisional cash payments were then subsequently reconciled with United based on actual completed flight activity. As of the date of this filing, these payments were reconciled through April 2023. Subject to final reconciliation of the provisional cash payments for the periods after April 2023, as of June 30, 2023, United owed Air Wisconsin approximately $

29,896

, which is recorded in accounts receivable, net of amounts owed to United, on the

condensed

consolidated balance sheets. United is disputing that it owes $

30,149

. For additional information, refer to Note 3,

Capacity Purchase Agreements with United and American

and Note 8,

Commitments and Contingencies

American makes provisional cash payments to Air Wisconsin during each month of service based on projected flight schedules. These provisional cash payments are subsequently reconciled with American based on actual completed flight activity. As of the date of this filing, the payments through June 2023 have been reconciled. As of June 30, 2023, American owed Air Wisconsin approximately $

2,575, which is recorded in accounts receivable, net, on the

condensed

consolidated balance sheets.

Prior to the termination of the United capacity purchase agreement in early June 2023, Air Wisconsin was eligible to receive incentive payments, or was 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. The incentives were defined in the agreement, and performance was measured on a monthly basis. At the end of each month during the term of the agreement, Air Wisconsin calculated the incentives achieved, or penalties payable, during that period and recognized revenue accordingly, subject to the variable constraint guidance under Topic 606. Although, as of the date of this filing, the final reconciliations had not been completed for periods after April 2023, after considering operational performance related to expected incentive and penalty payments, Air Wisconsin has received, or is likely to receive, net payments of $216 and $1,243 for the three and six months ended June 30, 2023, respectively, as compared to $2,530 and $3,307 for the three and six months ended June 30, 2022, respectively. As of June 30, 2023, Air Wisconsin recorded $457 as part of accounts receivable, net, on the

condensed

consolidated balance sheets related to net incentive amounts. As of December 31, 2022, Air Wisconsin recorded $2,307 as part of accounts receivable, net, on the

condensed

consolidated balance sheets related to net incentive amounts.

Commencing in September 2023, Air Wisconsin will be eligible under the American capacity purchase agreement to receive bonus payments, or may be required to pay rebates, upon the achievement of, or failure to achieve, certain performance criteria primarily based on flight completion,

on-time

performance, and customer satisfaction ratings. The bonus and rebate amounts are defined in the agreement, and performance will be measured on a monthly or quarterly basis. At the end of each month or quarter, Air Wisconsin will calculate the bonus amounts achieved, or rebates payable, during that period and recognize revenue accordingly, subject to the variable constraint guidance under Topic 606.

Under the United capacity purchase agreement, Air Wisconsin was entitled to receive a fixed amount per aircraft per day for each month during the term of the agreement. In accordance with GAAP, the Company recognized revenue related to the fixed payments on a proportional basis taking into account the number of flights actually completed in that period relative to the number of flights expected to be completed in subsequent periods during the remaining term of the agreement. Air Wisconsin deferred fixed revenues between April 2020 and June 2021 due to the significant decrease in its completed flights as a result of the

COVID-19

pandemic. Beginning in July 2021, due to an increase in completed flights and based on projected future completed flight activity, Air Wisconsin began reversing this deferral of fixed revenues, and it continued to do so until the termination of the agreement in early June 2023. Accordingly, during the three and six months ended June 30, 2023, Air Wisconsin recognized $5,841 and $16,561 of fixed revenues that were previously deferred, respectively, compared to a recognition of $12,632 and $17,368 of fixed revenues in the three and six months ended June 30, 2022, respectively. As of June 30, 2023 and December 31, 2022, deferred fixed revenues in the amount of $0 and $16,561, respectively, were recorded as part of deferred revenues on the

condensed

consolidated balance sheets.

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Under the United capacity purchase agreement, Air Wisconsin also recognized decreased

non-refundable

upfront fee revenues and increased fulfillment costs, both of which were amortized over the remaining term of the United capacity purchase agreement in proportion to the number of flights completed in the period relative to the number of flights expected to be completed in subsequent periods. During the three and six months ended June 30, 2023, Air Wisconsin recorded $410 and $1,335 of revenue from upfront fees, respectively, and $44 and $143 of fulfillment costs, respectively, compared to $1,316 and $2,383 in revenue from upfront fees, respectively, and $141 and $256 of fulfillment costs for the three and six months ended June 30, 2022, respectively. As of June 30, 2023 and December 31, 2022, deferred upfront fee revenue in the amount of $0 and $410, respectively, is recorded as part of contract liabilities on the

condensed

consolidated balance sheets.

Under the American capacity purchase agreement, Air Wisconsin is entitled to receive a fixed amount per aircraft per day for each month during the term of the agreement based on a formula which takes into account pilot availability for any given month. Air Wisconsin will recognize this revenue related to the specific flight activity for the month in which the flights occur.

Under the American capacity purchase agreement, Air Wisconsin is also entitled to be reimbursed for certain startup costs

(non-refundable

upfront fee revenue), such as livery changes to the aircraft, to prepare the aircraft for American flight services. Through June 30, 2023, Air Wisconsin had incurred $3,792 in reimbursable costs, and it estimates that it will incur an additional $817 in reimbursable costs over the term of the American capacity purchase agreement. In accordance with GAAP, the Company will recognize revenue related to the total estimated

non-refundable

upfront fee revenue of $4,609 on a proportional basis taking into account the number of flights actually completed in the period relative to the number of flights expected to be completed in subsequent periods during the remaining term of the agreement. Accordingly, during the three and six months ended June 30, 2023, Air Wisconsin recognized $115 and $125 of

non-refundable

upfront fee revenues, respectively, compared to a recognition of $0 of

non-refundable

upfront fee revenues in the three and six months ended June 30, 2022. As of June 30, 2023 and December 31, 2022, Air Wisconsin deferred $3,666, and $0, respectively, in

non-refundable

upfront fee revenues under the American capacity purchase agreement. Air Wisconsin’s deferred revenues related to the

non-refundable

upfront fee revenues under the American capacity purchase agreement will adjust over the remaining contract term, based on the actual expenses incurred that will be reimbursed and recognized based on the number of flights actually completed in the period relative to the number of flights expected to be completed in subsequent periods during the remaining term of the agreement. As of June 30, 2023 and December 31, 2022, deferred

non-refundable

upfront fee revenues in the amount of $460 and $0, respectively, were netted as part of short-term contract assets, and $3,206 and $0, respectively, were recorded as part of long-term contract liabilities on the

condensed

consolidated balance sheets.

As noted above, Air Wisconsin incurred certain startup costs (fulfillment costs) prior to the start of flying operations for American on March 1, 2023. These costs included changes to the livery, fuel costs, and certain training expenses. The total fulfillment costs incurred were $774. These costs will be amortized on a proportional basis taking into account the number of flights actually completed in the period relative to the number of flights expected to be completed in subsequent periods during the remaining term of the agreement. For the three and six months ended June 30, 2023, Air Wisconsin recorded $19 and $21, respectively, and $0 for the three and six months ended June 30, 2022 for amortization expense related to fulfillment costs. As of June 30, 2023 and December 31, 2022, fulfillment costs of $114 and $0, respectively, are recorded as part of short-term contract costs, and $639 and $0, respectively, are recorded as part of long-term contract costs on the

condensed

consolidated balance sheets.

Under the American capacity purchase agreement, Air Wisconsin will also receive a monthly support fee and be reimbursed for heavy maintenance expenses based on the fixed covered per aircraft per day rate over the term of the agreement. In addition, Amendment No. 1 to the American capacity purchase agreement provided for a

one-time

payment to assist with increased costs related to pilot compensation. In accordance with GAAP, the Company recognizes revenue related to the monthly support fee, heavy maintenance revenue, and

one-time

pilot compensation assistance payment on a proportional basis taking into account the number of flights actually completed in the period relative to the number of flights expected to be completed in subsequent periods during the remaining term of the agreement. Accordingly, during the three and six months ended June 30, 2023, Air Wisconsin recognized $1,147 and $1,260,

respectively, of revenue related to the one-time assistance payment, the estimated monthly support fee and the heavy maintenance revenues, compared to $

for the three and six months ended June 30, 2022. As of June 30, 2023 and December 31, 2022, revenues related to the monthly support fee and anticipated heavy maintenance reimbursements in the amounts of $

633 and $0, respectively, were recorded as part of short-term contract assets, and $366 and $0, respectively, were netted in long-term contract liabilities on the

condensed

consolidated balance sheets. Air Wisconsin’s contract liabilities related to the

one-time

assistance payment and estimated monthly support fee and heavy maintenance revenues under the American capacity purchase agreement will adjust over the remaining contract term, based on the actual reimbursement of the monthly support fee and heavy maintenance revenues and on the number of flights actually completed in each reporting period relative to the number of flights expected to be completed in subsequent periods during the remaining term of the agreement.

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As part of the October 2020 amendment to the United capacity purchase agreement (“CPA Amendment”), United made a cash settlement payment of $670 and issued a note receivable to Air Wisconsin in the amount of $11,048, of which $4,410 was deferred as of December 31, 2020, with the remaining portion recognized in proportion to the number of flights completed in subsequent periods through the end of the wind-down period. In October 2021, in accordance with the CPA Amendment, Air Wisconsin received $294 from United for the opening of a crew base, of which $73 was deferred as of December 31, 2021, with the remaining portion recognized in proportion to the number of flights completed in subsequent periods through the end of the wind-down period. For the three and six months ended June 30, 2023, Air Wisconsin recorded $199 and $649 of revenue related to these items, respectively, compared to $640 and $1,159 of revenue related to these items for the three and six months ended June 30, 2022, respectively. As of June 30, 2023, there was no deferred CPA Amendment revenue recorded as part of contract liabilities on the

condensed

consolidated balance sheets.

The timing of the recognition under the American capacity purchase agreement of

non-refundable

upfront fee revenue, fulfillment costs, monthly support fee revenues, heavy check maintenance revenues and

one-time

support fee revenues in future periods is subject to considerable uncertainty due to a number of factors, including the estimated revenue amounts to be received and the number of flights actually completed in the period relative to the number of flights expected to be completed in subsequent periods during the remaining term of the agreement. The amount of revenues recognized for the three and six months ended June 30, 2023, that were related to the United capacity purchase agreement and previously recorded as contract liabilities was $609 and $1,985, respectively. During the three and six months ended June 30, 2023, there were no revenues recognized that were previously recorded as contract liabilities related to the American capacity purchase agreement.

The CPA Amendment provided, among other things, for the payment or accrual of certain amounts by United to Air Wisconsin based on certain scheduling benchmarks. In conjunction with the significant reduction in departures and block hours resulting from the

COVID-19

pandemic in 2020, and consistent with the terms of the CPA Amendment, management determined that, from an accounting perspective, a new performance obligation was created by United, requiring Air Wisconsin to stand ready to deliver flight services. Air Wisconsin determined, using the expected cost plus a margin method, that the United “stand ready” rate represented the relative stand-alone selling price of the performance obligation. The stan

d ready

performance obligation was recognized over time on a straight-line basis based on the number of unscheduled block hours below a minimum threshold at the stand ready rate as determined in a manner consistent with the CPA Amendment. For the three and six months ended June 30, 2023, Air Wisconsin recorded $0 and $1,641, respectively, in revenue related to this performance obligation compared to $4,099 and $7,608

for the three and six months ended
June 30, 2022, respectively. Under the CPA Amendment, United was required to accrue this amount and, upon request by Air Wisconsin, deliver a note evidencing this amount each quarter. Therefore, this amount is recorded in notes receivable on the condensed consolidated balance sheets. The notes receivable contain a significant financing component and any interest income is separately reported on the condensed consolidated statements of operations. United has disputed that it owes these amounts in respect of certain quarters and has refused to deliver notes for those quarters. On November 4, 2022, United prepaid to Air Wisconsin $

50,126

to satisfy all of the outstanding, undisputed notes receivable, including all accrued interest, pursuant to the CPA Amendment in respect of the period from the second quarter of 2020 through the third quarter 2021 and the $

11,048 note receivable described above. The unpaid disputed notes came due on February 28, 2023. As of June 30, 2023, the principal amount of the unpaid disputed notes totaled $21,093. Prior to February 28, 2023, the unpaid disputed notes bore interest at the rate of 4.5% per annum. After February 28, 2023, the notes bear interest at the default interest rate of 12% per annum. As of June 30, 2023, interest receivable on the disputed notes, calculated at the

pre-default

contractual rate without any default interest, totaled $790 and is recorded in accounts receivable, net, on the

condensed

consolidated balance sheets. For additional information, refer to Note 8,

Commitments and Contingencies

Other Revenues

Other revenues primarily consist of the sales of parts to other airlines and aircraft lease payments. These other revenues are immaterial in all periods presented. The transaction price for these other revenues generally is fair market value.

Cash and Cash Equivalents

Money market funds and investments and deposits with an original maturity of three months or less when acquired are considered cash and cash equivalents.

Restricted Cash

As of June 30, 2023 and December 31, 2022, the Company had a restricted cash balance of $812 and $849, respectively. A portion of the balance secures a credit facility for the issuance of letters of credit guaranteeing the performance of Air Wisconsin’s obligations under certain lease agreements, airport agreements and insurance policies. The remaining portion is cash held for the repurchase of shares under Harbor’s stock repurchase program. For additional information, refer to Note 8,

Commitments and Contingencies

and Note 13,

Stock Repurchase Program

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Marketable Securities

The Company’s equity security investments, consisting of exchange-traded funds and mutual funds, are recorded at fair value based on quoted market prices (Level 1) in marketable securities on the condensed consolidated balance sheets, in accordance with the guidance in ASC Topic 321

Investments-

Equity Securities

with the change in fair value during the period included on the condensed consolidated statements of operations. As of June 30, 2023 and December 31, 2022, the fair value of the Company’s marketable securities was $

141,453 and $153,827, respectively. For additional information, refer to

Fair Value of Financial Instruments

in this Note 1.

The calculation of net unrealized gains and losses that relate to marketable securities held as of June 30, 2023 is as follows:


	Three Months Ended June 30, 2023			Six Months Ended June 30, 2023
Net (losses) gains recognized during the period on equity securities	$	(795	)	$	945
Less: Net losses recognized during the period on equity securities sold during the period		(82	)		(82	)

Unrealized (losses) gains recognized during the period on equity securities held as of the end of the period	$	(713	)	$	1,027

The calculation of net unrealized gains and losses that relate to marketable securities held as of June 30, 2022 is as follows:


	Three Months Ended June 30, 2022			Six Months Ended June 30, 2022
Net losses recognized during the period on equity securities	$	(3,602	)	$	(6,025	)
Less: Net gains (losses) recognized during the period on equity securities sold during the period		—			—

Unrealized losses recognized during the period on equity securities held as of the end of the period	$	(3,602	)	$	(6,025	)

Property and Equipment

Property and equipment are stated at cost and depreciated over their useful lives to their estimated residual values using the straight-line method as follows:


Assets	Depreciable Life		Current Residual Value
Aircraft		7 years	$	50
Spare engines		7 years	$	25
Rotable parts		7 years		10	%
Ground equipment		up to 10 years		0	%
Office equipment		up to 10 years		0	%
Leasehold improvements		Shorter of asset or lease life		0	%

The table below sets forth the original cost of the Company’s fixed assets and accumulated depreciation or amortization as of the dates presented:


	June 30, 2023				December 31, 2022
Assets	Original Cost		Accumulated Depreciation/ Amortization		Original Cost		Accumulated Depreciation/ Amortization
Aircraft	$	70,676	$	45,244	$	70,089	$	40,544
Spare engines		164,706		112,719		163,708		103,834
Rotable parts		27,207		18,345		27,936		18,655
Ground equipment		2,738		2,163		2,718		2,063
Office equipment		4,515		4,296		4,519		4,218
Leasehold improvements		1,034		562		818		452

Total	$	270,876	$	183,329	$	269,788	$	169,766

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The amounts in the table exclude construction in process of $2,870 and $2,237 at June 30, 2023 and December 31, 2022, respectively. Construction in process primarily relates to the cost of parts that are not capitalized until the parts are placed into service.

Air Wisconsin’s capitalized engine maintenance costs are amortized over their estimated useful life measured in remaining engine cycles to the next scheduled shop visit. Lotus’ engine maintenance costs are expensed.

Depreciation expense in the three and six months ended June 30, 2023 was $6,307 and $12,562, respectively, compared to $6,218 and $12,433

for the three and six months ended June 30, 2022, respectively, and is included in depreciation, amortization, and obsolescence in the accompanying condensed consolidated statements of operations.

Impairment of Long-Lived Assets and Indefinite-Lived Intangible Assets

The Company evaluates long-lived assets and indefinite-lived intangible assets for potential impairment and records impairment losses when events and circumstances indicate the assets might be impaired and the undiscounted cash flows estimated to be generated by those assets are less than their carrying amounts. Impairment losses are measured by comparing the fair value of the assets to their carrying amounts. In determining the need to record impairment charges, the Company is required to make certain estimates and assumptions regarding such things as the current fair market value of the assets and future net cash flows to be generated by the assets.

If there are subsequent changes to these estimates or assumptions, or if actual results differ from these estimates or assumptions, such changes could impact the financial statements in the future. The Company conducted a qualitative impairment assessment of its long-lived assets and indefinite-lived intangible assets and determined that no quantitative impairment tests were required to be performed as of June 30, 2023 and June 30, 2022. Air Wisconsin in the future may include aircraft other than the

CRJ-200

as part of its flying operations. Such an event would likely lead Air Wisconsin to conduct qualitative tests for impairment of the

CRJ-200

fleet and related assets.

Income Taxes

The Company utilizes the asset and liability method for accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based upon the estimated future tax effects of differences between the financial statement and tax basis of assets and liabilities, as measured by the current applicable tax rates. Deferred tax expense represents the result of changes in deferred tax assets and liabilities.

As required by the uncertain tax position guidance, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would

more-likely-than-not

sustain the position following an audit. For tax positions meeting the

more-likely-than-not

threshold, the amount recognized in the condensed consolidated financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company has applied the uncertain tax position guidance to all tax positions for which the statute of limitations remains open.

The Company is subject to federal, state and local income taxes in the United States. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require the application of significant judgment. The Company is no longer subject to U.S. federal income tax examinations for the years prior to 2019. With a few exceptions, the Company is no longer subject to state or local income tax examinations for years prior to 2018. As of June 30, 2023, the Company had no outstanding tax examinations.

Concentration of Credit Risk and Customer Risk

Financial instruments that potentially expose the Company to a concentration of credit risk consist principally of cash and cash equivalents that are held by financial institutions in the United States and accounts receivable. The Company at times has had bank deposits in excess of the Federal Deposit Insurance Corporation insurance limit. The Company maintains its cash accounts with high credit quality financial institutions and, accordingly, the Company believes it has minimal credit risk with respect to these financial institutions. As of June 30, 2023, in addition to cash and cash equivalents of $15,831, the Company had $812 in restricted cash, which relates to a credit facility used for the issuance of cash collateralized letters of credit supporting Air Wisconsin’s obligations under certain lease agreements, airport agreements and insurance policies, 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. Since a significant portion of Air Wisconsin’s revenues are derived from United and American, a significant portion of the accounts receivable balance is derived from United and American as well. For the three and six months ended June 30, 2023, United and American made up $30,686 and $2,575 of the total accounts receivable balance of $45,074, respectively. As of December 31, 2022, United made up $29,770 of the total accounts receivable balance of $40,341.

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Significant customers are those which represent more than 10% of the Company’s total revenue or net accounts receivable balance at each respective balance sheet date. Approximately 47.1% and 72.9% of the Company’s consolidated revenues for the three and six months ended June 30, 2023, respectively, and 99.9 % for both the three and six months ended June 30, 2022, and a substantial portion of accounts receivable and notes receivable at the end of the three and six months ended June 30, 2022 were derived from the United capacity purchase agreement.

Air Wisconsin entered into the American capacity purchase agreement in August 2022 and commenced flying operations for American in March 2023. Approximately 52.7% and 26.9% of the Company’s consolidated revenues for the three and six months ended June 30, 2023, respectively were from the American capacity purchase agreement. American became Air Wisconsin’s sole airline partner when all of Air Wisconsin’s aircraft were removed from United’s flying operations in early June. Going forward, substantially all of the Company’s revenues and accounts receivable will be derived from the American capacity purchase agreement.

Neither United’s nor American’s obligations to pay Air Wisconsin the amounts required to be paid under the applicable capacity purchase agreement are collateralized.

For additional information, refer to Note 3,

Capacity Purchase Agreements with United and American

Estimates and Assumptions

The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates.

Fair Value of Financial Instruments

The Company’s financial instruments include cash and cash equivalents, restricted cash, marketable securities, accounts receivable, long-term investments, accounts payable, and long-term debt. The Company believes the carrying amounts of these financial instruments, with the exception of marketable securities, are a reasonable estimate of their fair value because of the short-term nature of such instruments, or, in the case of long-term debt, because of fixed interest rates on such debt. Marketable securities are reported at fair value based on quoted market prices. Long-term investments are

held-to-maturity

debt securities and are reported at amortized cost.

Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date (that is, an exit price). Fair Value Measurement (“Topic 820”) establishes a three-tier fair value hierarchy, which prioritizes inputs used in fair value. The tiers are as follows:

Level 1 - Quoted market prices in active markets for identical assets or liabilities.

Level 2 - Inputs other than Level 1 inputs that are either directly or indirectly observable.

Level 3 - Unobservable inputs developed using the Company’s estimates and assumptions, which reflect those that market participants would use.

The determination of where an asset or liability falls in the hierarchy requires significant judgment. The Company evaluates these determinations each reporting period, and it is possible that an asset or liability may be classified differently from year to year.

The tables below set forth the Company’s classification of marketable securities and long-term investments as of the dates presented:


	June 30, 2023
	Total		Level 1		Level 2		Level 3
Marketable securities – exchange-traded funds	$	111,030	$	111,030	$	—	$	—
Marketable securities – mutual funds		30,423		30,423		—		—
Long-term investments – bonds (see Note 6)		4,275		—		4,275		—

Total	$	145,728	$	141,453	$	4,275	$	—

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	December 31, 2022
	Total		Level 1		Level 2		Level 3
Marketable securities – exchange-traded funds	$	109,178	$	109,178	$	—	$	—
Marketable securities – mutual funds		44,649		44,649		—		—
Long-term investments – bonds (see Note 6)		4,275		—		4,275		—

Total	$	158,102	$	153,827	$	4,275	$	—

Reclassification

Certain non-operating income amounts were previously recorded in other, net, on the condensed consolidated statements of operations in the amounts of $

694 and $904 for the three and six months ended June 30, 2022, respectively, have been reclassified to interest income to conform to the presentation for the three and six months ended June 30, 2023, with no effect on net income. The reclassification relates to certain income received on the investment in marketable securities.

Recently Adopted Accounting Pronouncement

On January 1, 2023 the Company adopted ASU

2016-13,

Financial Instruments-Credit Losses (“Topic 326”): Measurement of Credit Losses on Financial Instruments

(“ASU

2016-13”).

ASU

2016-13

introduces a new accounting model known as Current Expected Credit Losses (“CECL”). CECL requires earlier recognition of credit losses, while also providing transparency about credit risk. The CECL model utilizes a lifetime expected credit loss measurement objective for the recognition of credit losses for receivables at the time the financial asset is originated or acquired. The expected credit losses are adjusted each period for changes in expected lifetime credit losses. This model replaces the multiple existing impairment models in current GAAP, which generally require that a loss be incurred before it is recognized. The new standard will also apply to receivables arising from revenue transactions such as contract assets and accounts receivable. There are other provisions in the standard affecting how impairments of other financial assets may be recorded and presented, as well as expanded disclosures. The Company determined that amounts in dispute with United do not fall within the standard. The Company further determined that its receivables are primarily the result of its relationship with United and American, or insurance related receivables. These receivables are payable by credit-worthy companies and any resulting adjustment related to the adoption of CECL was determined to be immaterial. Therefore, the adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements. Further, no adjustment was made to opening retained earnings as a result of the adoption of the accounting standard using the modified retrospective method. The Company does continue to maintain an allowance for expected credit losses primarily related to employee receivables. The allowance for expected credit losses was $

13 and $18, as of June 30, 2023 and December 31, 2022, respectively. The Company will continue to monitor its financial instruments for expected credit losses under the newly adopted standard.

2. Liquidity

The Company’s ability to meet its liquidity needs is dependent upon its cash, cash equivalents and marketable securities balances and its ability to generate cash flows from operations in the future in amounts sufficient to meet its obligations and repay its liabilities arising from normal business operations when they come due. The Company currently believes its available working capital and anticipated cash flows from operations will be sufficient to meet the Company’s liquidity requirements for at least the next 12 months from the date of this filing. However, there can be no assurance that the Company will be able to generate sufficient cash flows from operations, or that additional funds will be available, to meet its future liquidity needs, particularly if Air Wisconsin receives an adverse determination in the arbitration with United.

Reduced Block Hours

Since the beginning of the

COVID-19

pandemic, Air Wisconsin has experienced significantly reduced block hours relative to historical levels, both as a result of the pandemic and the prevailing industry-wide pilot shortage. Although the disruption in passenger demand due to the pandemic has largely subsided, the pilot shortage is expected to continue for the foreseeable future and is currently the leading factor preventing Air Wisconsin from consistently achieving block hours in line with

pre-pandemic

levels.

In addition, Air Wisconsin’s block hours have been temporarily reduced as a result of the transition from flying for United to flying for American. Before any Air Wisconsin aircraft was available to operate flights for American, that aircraft had to be removed from service under the United capacity purchase agreement, painted to meet the livery requirements of the American capacity purchase agreement and otherwise modified to meet such requirements. During the period from the withdrawal of an aircraft from service under the United capacity purchase agreement until it is placed into service under the American capacity purchase agreement, that aircraft did not generate revenues from either United or American. As of June 30, 2023, Air Wisconsin had 32 aircraft in service for American under the American capacity purchase agreement.

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For additional information, refer to Part I, Item 1, “

Business

—

American Capacity Purchase Agreement

” within the 2022 Annual Report.

3. Capacity Purchase Agreements with United and American

In February 2017, Air Wisconsin entered into the United capacity purchase agreement. That agreement terminated and Air Wisconsin ceased flying for United in early June 2023. Although the agreement has terminated, a dispute continues to exist under the agreement. Air Wisconsin has claimed that United owes it certain amounts under the capacity purchase agreement. United has denied that it owes those amounts and has claimed that Air Wisconsin improperly terminated the agreement and that Air Wisconsin owes it certain amounts for the alleged wrongful termination. In October 2022, United initiated arbitration under the agreement. An arbitration hearing commenced in July 2023 before three arbitrators. Air Wisconsin expects the arbitrators will issue their decision and award in the fourth quarter of 2023. Since the arbitration decision has not yet been issued, Air Wisconsin cannot reasonably estimate the likely outcome of the arbitration including any potential award of the disputed amounts. Air Wisconsin, however, maintains that it has a strong position, that it was entitled to terminate the agreement and that it is entitled to the disputed amounts, including the amounts recorded in the condensed consolidated balance sheets, under the terms of the agreement. For additional information, refer to Note 1,

Summary of Significant Accounting Policies—Contract Revenues

and Note 8,

Commitments and Contingencies.

In August 2022, Air Wisconsin entered into the American capacity purchase agreement, pursuant to which Air Wisconsin agreed to provide up to 60

CRJ-200

regional jet aircraft for regional airline services for American. Air Wisconsin commenced flying operations for American in March

2023.

American became Air Wisconsin’s sole airline partner when the last remaining aircraft covered by the United capacity purchase agreement were removed from United’s flying operations in early June. In February 2023, American and Air Wisconsin entered into Amendment No. 1 to the American capacity purchase agreement which revised compensation rates for 2023 through 2027 and obligated American to make a payment to assist Air Wisconsin with current pilot compensation.

4. Property and Equipment

As of June 30, 2023, Air Wisconsin owned 64

CRJ-200

regional jets.

5. Income Taxes

The Company’s effective tax rate for the three months ended June 30, 2023 was 21.3%, which varied from the federal statutory rate of 21.0% primarily due to the impact of the increase of the valuation allowance on federal and state deferred tax assets that are capital in nature due to the unrealized losses on marketable securities during the quarter, state income taxes, and permanent differences between financial statement and taxable income.

The Company’s effective tax rate for the six months ended June 30, 2023 was 25.0%, which varied from the federal statutory rate of 21.0% primarily due to the impact of the partial reversal of the valuation allowance on federal and state deferred tax assets that are capital in nature due to the unrealized gains on marketable securities during the period, state income taxes, and permanent differences between financial statement and taxable income.

The Company’s effective tax rate for the three and six months ended June 30, 2022 was 23.8%, which varied from the federal statutory rate of 21.0% primarily due to the impact of state income taxes and permanent differences between financial statement and taxable income.

6. Debt

Long-Term Debt

Long-term debt consists of the following (with interest rates, as of the dates presented):


	June 30, 2023		December 31, 2022
Aircraft Notes, due December 31, 2025 (4.0%)	$	53,040	$	61,222
Less: current maturities		5,444		9,154

Long-term debt	$	47,596	$	52,068

In June 2023, Air Wisconsin prepaid approximately $3,500 of the principal amount outstanding under the Notes due December 31, 2025. The prepayment resulted in a $70 gain on extinguishment of debt due to the decrease in previously expected future interest that was capitalized.

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Maturities of long-term debt for the periods subsequent to June 30, 2023, are as follows:


Fiscal Year	Amount
July 2023 through December 2023	$	972
2024		8,874
2025		43,194

Total	$	53,040

The debt agreements include certain covenants. At June 30, 2023 and December 31, 2022, Air Wisconsin was in compliance with all of the covenants in its debt agreements.

As of June 30, 2023, all of the Company’s long-term debt was subject to fixed interest rates.

For additional information, refer to Note 6,

Debt,

in the audited consolidated financial statements within the 2022 Annual Report.

Long-Term Promissory Note

In July 2003, Air Wisconsin financed a hangar through the issuance of $4,275 City of Milwaukee, Wisconsin variable rate Industrial Development Bonds. The bonds mature November 1, 2033. Prior to May 1, 2006, the bonds were secured by a guaranteed investment contract, which was collateralized with cash, and interest was payable semiannually on each May 1 and November 1. In May 2006, Air Wisconsin acquired the bonds using the cash collateral. The bonds are reported as long-term investments on the

condensed

consolidated balance sheets. The hangar is accounted for as a

right-of-use

asset with a value of $2,431 and $2,547 as of June 30, 2023 and December 31, 2022, respectively.

7. Lease Obligations

The Company reviewed all contracts and service agreements in effect for the three months ended June 30, 2023 for criteria meeting the definition of a lease within the frameworks of Topic 842 and Topic 606. Those that were determined to be a lease may contain both a lease and a

non-lease

component. In those instances, the Company elected to account for such components as a single lease component.

The Company’s operating lease activities are recorded in operating lease

right-of-use

assets, current portion of operating lease liability, and long-term operating lease liability on the

condensed

consolidated balance sheets. Air Wisconsin has operating leases with terms greater than

months for training simulators and facility space including office space and maintenance facilities. The remaining lease terms for training simulators and facility space vary from two months to 10.5 years. For leases of 12 months or less, the Company elected a short-term lease practical expedient for all leases, regardless of the underlying class of asset, that allows the lessee to not recognize a lease

right-of-use

asset or lease liability. As a result, the Company recognized lease payments for short-term leases as an expense on a straight-line basis over the lease term. For leases with durations longer than 12 months, the Company recorded the related operating lease

right-of-use

asset and operating lease liability at the present value of the lease payments over the lease term. The Company used Air Wisconsin’s incremental borrowing rate to discount the lease payments based on information available at lease inception. Air Wisconsin’s operating leases with lease rates that are variable based on operating costs, use of the facilities, or other variable factors were excluded from the Company’s

right-of-use

assets and operating lease liabilities in accordance with the applicable accounting guidance. Leasehold improvements are capitalized at cost and amortized over the lesser of their expected useful life or the lease term.

Certain leases contain an option to extend or terminate the lease agreement. The Company evaluates each option prior to its expiration and may or may not exercise such option depending on conditions present at the time. At the inception of the lease, if it is reasonably certain that the Company will exercise an option to extend or terminate a lease, the Company considers the option in determining the classification and measurement of the lease. The Company expects that in the normal course of business operating leases that expire will be renewed or replaced by other leases.

As of June 30, 2023, the Company’s

right-of-use

assets were $11,113, the Company’s current maturities of operating lease liabilities were $4,199, and the Company’s long-term lease liabilities were $4,500. During the six months ended June 30, 2023, the Company paid $2,832 in operating lease payments, which are reflected as a reduction to operating cash flows.

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The table below presents operating lease related terms and discount rates as of:


	June 30, 2023
Weighted-average remaining lease term		2.72 years
Weighted-average discount rate		5.92%

Components of lease costs were as follows for the periods presented:


	Three Months Ended June 30,					Six Months Ended June 30,

	2023			2022		2023			2022
Operating lease costs	$	1,489		$	1,472	$	2,958		$	2,946
Short-term lease costs		61			125		126			229
Variable lease costs		(76	)		60		(16	)		95

Total Lease Costs	$	1,474		$	1,657	$	3,068		$	3,270

Certain leases are subject to

non-cancellable

lease terms or may include variable rate increases tied to the consumer price index. One of our leases also provides that Air Wisconsin reimburse the lessor for Air Wisconsin’s

pro-rata

share of taxes and other operating expenses applicable to the leased property. During the second quarter of 2023, Air Wisconsin received a temporary rent concession due to construction at a leased facility, which is being recorded as negative variable rent. Rent expense recorded under all operating leases, inclusive of engine leases, was $1,474 and $1,657 in the three months ended June 30, 2023 and June 30, 2022, respectively. Rent expense recorded under all operating leases, inclusive of engine leases, was $3,068 and $3,270 for the six months ended June 30, 2023 and June 30, 2022, respectively.

The following table summarizes the future minimum rental payments required under operating leases that had initial or remaining

non-cancelable

lease terms greater than

2 months as of June 30, 2023:


Fiscal Year	Amount
July 2023 through December 2023	$	2,826
2024		3,342
2025		2,609
2026		212
2027		75
Thereafter		358

Total lease payments		9,422

Less imputed interest		723
Total Lease Liabilities	$	8,699

8. Commitments and Contingencies

Legal Matters

From time to time, the Company is involved in various legal proceedings, regulatory matters, and other disputes or claims arising from or related to claims incident to the normal course of the Company’s business activities. Although the results of such legal proceedings and claims cannot be predicted with certainty, as of June 30, 2023, the Company believes that it is not currently a party to any legal proceedings, regulatory matters, or other disputes or claims for which a material loss was considered probable and for which the amount (or range) of loss was reasonably estimable. However, regardless of the merit of the claims raised, legal proceedings may have an adverse impact on the Company as a result of adverse determinations, defense and settlement costs, diversion of management’s time and resources, and other factors.

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Dispute with United

Although the United capacity purchase agreement terminated in early June 2023, a dispute continues to exist under that agreement. Air Wisconsin has claimed that United owes it certain amounts under the capacity purchase agreement. United has denied that it owes those amounts and has claimed that Air Wisconsin improperly terminated the agreement and that Air Wisconsin owes it certain amounts for the alleged wrongful termination. As of
June 30, 2023, the aggregate amount in dispute recorded in the

condensed

consolidated financial statements was approximately $52,032. In October 2022, United initiated arbitration under the agreement. An arbitration hearing commenced in July 2023 before three arbitrators. Air Wisconsin expects the arbitrators will issue their decision and award in the fourth quarter of 2023. Air Wisconsin cannot reasonably estimate the likely outcome of the arbitration including any potential award of the disputed amounts. Air Wisconsin, however, maintains that it has a strong position, that it was entitled to terminate the agreement and that it is entitled to the disputed amounts, including the amounts recorded in the

condensed

consolidated balance sheets, under the terms of the agreement. For additional information, refer to Note 1,

Summary of Significant Accounting Policies

–

Contract Revenues

, and Note 3,

Capacity Purchase Agreements with United and American

Treasury Payroll Support Program Audit

In April 2020, Air Wisconsin entered into a Payroll Support Program Agreement

(“PSP-1

Agreement”) with respect to payroll support (“Treasury Payroll Support”) from the U.S. Department of Treasury (“Treasury”) under a program (“Payroll Support Program”) provided by the Coronavirus Aid, Relief, and Economic Security Act, pursuant to which Air Wisconsin received approximately $42,185

(“PSP-1”).

In September 2020, the Treasury’s Office of Inspector General (“OIG”) commenced a routine audit in connection with Air Wisconsin’s receipt of funds under the

PSP-1

Agreement. The audit focused on, among other things, certain calculations used to determine the amount of Treasury Payroll Support Air Wisconsin was entitled to receive under the program. Air Wisconsin has disputed in good faith the Treasury’s interpretation of certain provisions of the application for Treasury Payroll Support and the

PSP-1

Agreement, as well as the Treasury’s guidance regarding the Payroll Support Program. Air Wisconsin received preliminary results from the OIG of the audit in June 2023. Those results are subject to Air Wisconsin’s opportunity to contest the findings and the OIG releasing its final determination. The OIG initially determined that Air Wisconsin overstated its awardable amount on its

PSP-1

application; however, Air Wisconsin does not believe this results in any amounts due back to the Treasury and the Treasury has not required Air Wisconsin to repay any

PSP-1

amounts. As part of Air Wisconsin’s application for a Payroll Support Program Agreement 2

(PSP-2

Agreement, and such award granted thereunder,

PSP-2),

Air Wisconsin was required to recertify its

PSP-1

application and amend portions of the application pursuant to further guidance by the Treasury. Air Wisconsin’s recertified

PSP-1

application resulted in a reduction to its

PSP-2

award to reconcile the difference between its initial

PSP-1

award and a recalculated award based on its

PSP-1

recertification. Based on the OIG’s audit results, Air Wisconsin believes the Treasury may have reduced its

PSP-2

award by more than it should have; however, Air Wisconsin does not reasonably believe it will be able to recover any underpayment from the Treasury.

Subsequent to the September 2020 audit, the Treasury entered into the

PSP-2

Agreement and a Payroll Support Program Agreement 3

(PSP-3

Agreement) with Air Wisconsin and has paid to Air Wisconsin the amounts to be paid under the

PSP-2

Agreement and the

PSP-3

Agreement.

Standby Letters of Credit

As of June 30, 2023, Air Wisconsin had six outstanding letters of credit in the aggregate amount of $372 to guarantee the performance of its obligations under certain lease agreements, airport agreements and insurance policies, and it maintained a credit facility with a borrowing capacity of $376 for the issuance of such letters of credit. A significant portion of Air Wisconsin’s restricted cash balance secures the credit facility.

Cash Obligations

The following table sets forth the Company’s cash obligations for the periods presented:


	Payment Due for Year Ending December 31,
	Total		2023 (July through December)		2024		2025		2026		2027		Thereafter
Aircraft Notes Principal	$	48,600	$	—	$	7,000	$	41,600	$	—	$	—	$	—
Aircraft Notes Interest		4,440		972		1,874		1,594		—		—		—
Operating Lease Obligations		9,422		2,826		3,342		2,609		212		75		358

Total	$	62,462	$	3,798	$	12,216	$	45,803	$	212	$	75	$	358

The principal amount of the Aircraft Notes is payable in semi-annual installments of $3,500,

and certain additional amounts may be payable based on excess cash. The amounts set forth in the table do not reflect any such additional excess cash payments. In June 2023, Air Wisconsin, prepaid the semi-annual installment due December 31, 2023. As of June 30, 2023, all of the Company’s long-term debt was subject to fixed interest rates. For additional information, refer to Note 6,

Debt

, in the audited consolidated financial statements, and the section entitled “

Management’s Discussion and Analysis of Financial Condition and Results of Operations – Debt and Credit Facilities

”

within the 2022 Annual Report, and Note 14,

Subsequent Events

, in this Quarterly Report.

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9. Related-Party Transactions

Resource Holdings Associates (“Resource Holdings”) provides AWAC and Air Wisconsin with financial advisory and management services pursuant to an agreement entered into in January 2012. AWAC paid a total of $60 and $120 to Resource Holdings for the three and six months ended June 30, 2023 and June 30, 2022, plus the reimbursement of certain

out-of-pocket

expenses. In June 2021, the board of directors agreed to require Harbor to pay Resource Holdings an annual fee of $150, payable monthly, which amount is in addition to the amount paid to Resource Holdings by AWAC. Harbor paid an aggregate of $38 and $75 to Resource Holdings for the three and six months ended June 30, 2023 and June 30, 2022, respectively. For additional information, refer to the section entitled “

Certain Relationships and Related Transactions, and Director Independence

” within the 2022 Annual Report.

10. Earnings Per Share and Equity

Calculations of net (loss) income per common share for the periods presented were as follows:


	Three Months Ended June 30,					Six Months Ended June 30,

	2023			2022		2023			2022
Net (loss) income	$	(9,169	)	$	15,081	$	(8,287	)	$	24,344
Preferred stock dividends		305			198		557			396

Net (loss) income applicable to common stockholders	$	(9,474	)	$	14,883	$	(8,844	)	$	23,948

Weighted average common shares outstanding
Shares used in calculating basic earnings per share		44,277			46,519		44,626			47,075
Stock option		—			—		—			198
Series C Preferred		—			16,500		—			16,500

Shares used in calculating diluted earnings per share		44,277			63,019		44,626			63,773

(Loss) e arnings allocated to common stockholders per common share
Basic	$	(0.21	)	$	0.32	$	(0.20	)	$	0.51
Diluted	$	(0.21	)	$	0.24	$	(0.20	)	$	0.38

Basic earnings per share of common stock is computed by dividing the net loss or income applicable to common stockholders by the weighted average number of shares of common stock outstanding during the period.

Diluted earnings per share is computed by dividing loss or income by the weighted average number of shares outstanding assuming the conversion of the Series C Preferred into an aggregate of 16,500 shares of common stock under the

if-converted

method, and the exercise of a stock option granted in 2015 (2015 Option) into 198 shares of common stock under the treasury stock method for the six months ended June 30, 2022. In March 2022, Harbor entered into an agreement with the holder to cancel the 2015 Option in exchange for $969. The shares underlying the 2015 Option are included in computing diluted earnings per share under the treasury stock method for the portion of the reporting period during which it was outstanding. Further, during loss periods, the conversion of shares under the Series C Preferred or the 2015 Option (for the period it was outstanding) would be anti-dilutive and thus is not assumed for purposes of computing diluted earnings per share.

Series C Convertible Redeemable Preferred Stock

In January 2020, Harbor issued 4,000 shares of the Series C Preferred. The rights, preferences, privileges, qualifications, restrictions and limitations relating to the Series C Preferred are set forth in the Certificate of Designations, Preferences and Rights of Series C Convertible Redeemable Preferred Stock (“Certificate of Designations”), which Harbor filed with the Secretary of State of the State of Delaware.

six-month

period following such election (“Dividend Ratchet”). At the option of the board of directors, in lieu of paying the Preferential Dividends and the Conversion Cap Excess Dividends (as defined below) in cash, all or some of such dividends may be paid in additional shares of Series C Preferred (“PIK Dividends”).

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Each share of Series C Preferred was initially convertible at the election of the holders, at any time after issuance, into that number of shares of common stock determined by dividing the then applicable Series C Liquidation Amount (as defined below) by $0.80, subject to certain adjustments set forth in the Certificate of Designations (“Conversion Price”). The Conversion Price as of the date of this filing is $0.15091. The Conversion Price may be subject to further adjustment as described in the Certificate of Designations.

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, plus (b) the quotient of (i) the aggregate amount of all accrued and unpaid Preferential Dividends divided by (ii) $0.80, 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 into common stock pursuant to the limitation described herein (“Conversion Cap Excess Shares”), from and after December 31, 2022, in addition to the Preferential Dividends, shall accrue cumulative quarterly dividends in an amount per share equal to 0.5% of the Series C Liquidation Amount of each outstanding Conversion Cap Excess Share in the first quarter after December 31, 2022, and increasing an additional 0.5% of the Series C Liquidation Amount in each subsequent quarter (“Conversion Cap Excess Dividends”). As of June 30, 2023, 755 shares of the Series C Preferred were immediately convertible into 16,500 shares of common stock (representing 27.3% of the fully diluted shares of capital stock of Harbor), and the remaining 3,245 shares of the Series C Preferred are deemed Conversion Cap Excess Shares. Harbor may redeem all, but not less than all, of the Conversion Cap Excess Shares at any time upon notice to the holders for a cash payment in an amount equal to the Series C Liquidation Amount per share.

In the event of any liquidation, dissolution or winding up of Harbor or a sale of Harbor, the Series C Preferred shall be entitled to receive, prior and in preference to any distribution of any assets of Harbor to the common stock or other junior capital stock, an amount equal to the Series C Issue Price, plus an amount equal to all accrued but unpaid Preferential Dividends, Conversion Cap Excess Dividends and any other accrued but unpaid dividends (“Series C Liquidation Amount”).

On March 31, 2023 and June 30, 2023, the board of directors declared a Preferential Dividend of $198 and a Conversion Cap Excess Dividend of $54 and $107, respectively, on the Series C Preferred, which were paid on March 31, 2023 and June 30, 2023, respectively. On March 30, 2022 and June 30, 2022, the board of directors declared a dividend of $198 on the Series C Preferred, which was paid on March 31, 2022 and June 30, 2022, respectively.

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, is presented at redemption value as mezzanine equity outside of the stockholders’ equity section of the

condensed

consolidated balance sheets.

11. Supplemental Cash Flow Information

Cash payments for interest for the six months ended June 30, 2023 and June 30, 2022 were $1,112 and $1,190, respectively. Cash payments for income taxes for the six months ended June 30, 2023 and June 30, 2022 were $46 and $1,981, respectively. Cash payments included in the measurement of lease liabilities related to operating leases were $2,832 and $2,960 for the six months ended June 30, 2023 and June 30, 2022, respectively.

The following table provides a reconciliation of all cash and cash equivalents and restricted cash reported on the condensed consolidated balance sheets that sum to the total of those same amounts shown on the condensed consolidated statements of cash flows:


	June 30, 2023		December 31, 2022
Cash and cash equivalents	$	15,831	$	33,333
Restricted cash		812		849

Total cash, cash equivalents, and restricted cash	$	16,643	$	34,182

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12. Intangible Assets

Intangible assets consist of the following indefinite-lived assets as of the dates presented:


	June 30, 2023		December 31, 2022
	Gross Carrying Amount		Gross Carrying Amount
Trade names and air carrier certificate	$	5,300	$	5,300

Total	$	5,300	$	5,300

13. Stock Repurchase Program

On March 30, 2021, the board of directors adopted a stock repurchase program pursuant to which Harbor was initially authorized to repurchase up to $1,000 of shares of its common stock during the first calendar month of the program, subject to an automatic increase of $1,000 per calendar month thereafter. Harbor is not obligated under the program to acquire any particular number or value of shares and can suspend or terminate the program at any time. In January 2023, a federal corporate stock repurchase excise tax of 1% took effect once share repurchases exceed $1,000. Harbor accrued an excise tax liability of $31

during the three-month period ended June 30, 2023, which is included in the cost of Treasury stock on the condensed consolidated statements of stockholders’ equity. Harbor acquired a total of

920 and 1,390 shares of its common stock pursuant to the stock repurchase program in the three and six months ended June 30, 2023, respectively, compared to 1,037 and 7,300 in the three and six months ended June 30, 2022, respectively. As of June 30, 2023 and December 31, 2022, total cash of $436 and $475, respectively, was held for the repurchase of shares under Harbor’s stock repurchase program. This amount is included in restricted cash.

For additional information, refer to Part II, Item 2, “

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

” within this Quarterly Report.

14. Subsequent Events

The Company evaluated its condensed consolidated financial statements included in this Quarterly Report for subsequent events through August 14, 2023, the date the condensed consolidated financial statements were available to be issued and determined that there were none, other than those discussed below.

The hearing on the arbitration initiated in October 2022 by United against Air Wisconsin commenced in July 2023, and Air Wisconsin expects that the arbitrators will issue their decision and award in the fourth quarter of 2023.

On August 4, 2023, Air Wisconsin received a notice of default and reservation of rights (“Notice”) related to certain credit agreements (“Aircraft Credit Agreements”) Air Wisconsin entered into with a senior lender and loan trustee. The Notice alleges a default under the Aircraft Credit Agreements relating to Air Wisconsin’s failure to pay certain amounts thereunder. The Company believes the alleged default is without merit and intends to contest the claims in the Notice, but if the Notice were correct, the total outstanding balance of

$48,600, as of June 30, 2023, would be due and payable. For

additional information, refer to Part II, Item 1A,

Risk Factors

within this Quarterly Report, and the section entitled “

Management’s Discussion and Analysis of Financial Condition and Results of Operations – Debt and Credit Facilities – Aircraft Credit Agreements

” within the 2022 Annual Report.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read together with our unaudited condensed 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 our Annual Report on Form 10-K for the year ended December 31, 2022 (our “2022 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 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, including AWAC Aviation, Inc. (“AWAC”), which is the sole member of Air Wisconsin Airlines LLC (“Air Wisconsin”), which is a regional air carrier. Harbor is also the direct parent of three other subsidiaries: (1) Lotus Aviation Leasing, LLC, which leases flight equipment to Air Wisconsin, (2) Air Wisconsin Funding LLC, which provides flight equipment financing to Air Wisconsin, and (3) Harbor Therapeutics, Inc., which is a non-operating entity with no material assets. Because Harbor consolidates Air Wisconsin for financial statement purposes, disclosures relating to activities of Air 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 to Harbor Diversified, Inc., it is referred to as “Harbor.”

United Capacity Purchase Agreement

During the three months ended June 30, 2023, Air Wisconsin provided regional airline services to United Airlines, Inc. (“United”) pursuant to a capacity purchase agreement (the “United capacity purchase agreement”) which was entered into in February 2017 and which terminated in early June 2023. Under that agreement Air Wisconsin operated as United Express, with a presence at both Chicago O’Hare and, until April 2023, Washington-Dulles international airports. Air Wisconsin used United’s logos, service marks, and aircraft paint schemes, United controlled route selection, pricing, seat inventories, marketing and scheduling, and United provided Air Wisconsin with ground support services and gate access. Prior to the commencement of services on March 1, 2023 under the American capacity purchase agreement described below, more than 99.9% of our operating revenues was derived from operations associated with the United capacity purchase agreement. For additional information, refer to Note 1, Summary of Significant Accounting Policies – Contract Revenues, and Note 3, Capacity Purchase Agreements with United and American within this Quarterly Report.

Dispute with United

Although the United capacity purchase agreement has terminated, a dispute continues to exist under the agreement. Air Wisconsin has claimed that United owes it certain amounts under the agreement. As of June 30, 2023, the aggregate amount in dispute recorded in the condensed consolidated financial statements was approximately $52.0 million. United has denied that it owes this amount and has claimed that Air Wisconsin improperly terminated the agreement and that Air Wisconsin owes it certain amounts for the alleged wrongful termination. In October 2022, United initiated arbitration under the agreement. An arbitration hearing commenced in July 2023 before three arbitrators. Air Wisconsin expects the arbitrators will issue their decision and award in the fourth quarter of 2023. Since the arbitration decision has not yet been issued, Air Wisconsin cannot reasonably estimate the likely outcome of the arbitration including any potential award of the disputed amounts. Air Wisconsin, however, maintains that it has a strong position, that it was entitled to terminate the agreement and that it is entitled to the disputed amounts, including the amounts recorded in the condensed consolidated financial statements, under the terms of the agreement. For additional information, refer to the section entitled “Risk Factors” within this Quarterly Report.

American Capacity Purchase Agreement

In August 2022, Air Wisconsin entered into a new five-year capacity purchase agreement (the “American capacity purchase agreement”) with American Airlines, Inc. (“American”), which was subsequently amended in February 2023 and March 2023, pursuant to which Air Wisconsin agreed to provide up to 60 CRJ-200 regional jet aircraft for regional airline services for American. Air Wisconsin commenced flying operations for American in March 2023. American became Air Wisconsin’s sole airline partner when all Air Wisconsin’s aircraft were removed from United’s flying operations in early June 2023. As of June 30, 2023, Air Wisconsin had 32 aircraft in service for American.

Under the American capacity purchase agreement, Air Wisconsin is entitled to receive from American a fixed daily amount for each aircraft covered under the agreement (subject to Air Wisconsin’s ability to meet certain block hour utilization thresholds), a fixed payment for each departure, and a fixed payment for each block hour flown, in each case subject to annual increases during the term of the agreement. Beginning in September 2023, Air Wisconsin will also be eligible to receive bonus compensation, and will be required to pay rebates, upon the achievement of, or failure to achieve, certain pre-established performance criteria. Air Wisconsin is responsible for certain customary costs relating to the flight operation and maintenance of the covered aircraft along with other customary controllable expenses, including expenses associated with flight crews, line maintenance and overhead. American will reimburse Air Wisconsin for certain customary costs and expenses incurred in connection with Air Wisconsin’s flight operations, including fuel, ground handling, landing and air traffic control, changes to livery and branding, aircraft and passenger liability insurance, property taxes and systems support. American has the right to schedule all aircraft covered by the agreement, including determining route selection and frequency, and the timing of scheduled arrivals and departures, in each case subject to certain scheduling parameters. American also has the right to determine and publish fares and to establish seat inventories, overbooking levels, and allocation of seats among fare categories. Furthermore, American will provide all ground handling services, including gate and ticket counter services, baggage handling, cargo handling, aircraft loading/unloading services, passenger ticketing, and aircraft cabin cleaning. American has the right to all revenues resulting from the sale of passenger tickets associated with the covered aircraft and all other sources of revenue associated with the operation of the covered aircraft, including revenues relating to baggage charges, food and beverage sales and ticket change fees. The American capacity purchase agreement protects Air 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.

The American capacity purchase agreement provides that the parties may discuss the possibility of adding CRJ-700 regional jets to Air Wisconsin’s fleet for the purpose of providing regional airline services under the agreement, but neither party is currently under any obligation with respect to these additional aircraft. Should Air Wisconsin in the future include aircraft other than the CRJ-200 as part of its flying operations, such an event would likely lead Air Wisconsin to conduct qualitative tests for impairment of the CRJ-200 fleet and related assets.

For additional information, refer to the section entitled “Business – American Capacity Purchase Agreement” within our 2022 Annual Report.

Labor Shortages

Historically, the airline industry has experienced periodic shortages of qualified personnel, particularly pilots and mechanics. As flight demand has increased during the recovery from the COVID-19 pandemic, labor shortages within the airline industry have become acute, particularly for regional airlines such as Air Wisconsin. The shortage is particularly critical at the captain level, since it can take as long as two years to replace a captain, taking into account training time and experience required at the first officer level before a pilot can be elevated to the rank of captain.

Pilot shortages within the airline industry are the result of a number of factors, including personnel seeking opportunities with larger airlines where compensation may be substantially higher, the number of pilots at major airlines reaching retirement age, upward pressure on wages and bonuses at other regional carriers and within other industries, and the proliferation of cargo and low-cost carriers that have increased demand for pilots. In the past several months, these and other factors have caused our pilot attrition rates to be higher than our ability to hire and retain replacement pilots, resulting in our inability to consistently achieve block hours in line with pre-pandemic levels. To address the diminished supply of qualified pilot candidates, regional airlines, including Air Wisconsin, have implemented significant pilot wage and bonus increases, which has substantially increased our labor costs and may continue to negatively impact our results of operations and financial condition. Air Wisconsin is continuing to negotiate with its bargaining groups for further wage increases and quality of life improvements. If we are unable to maintain a sufficient number of qualified pilots to operate our scheduled flights, it could lead to reduced flight schedules and possibly reduced fixed payments for aircraft, either of which could further impact our financial condition.

In addition to pilots, Air Wisconsin’s operations rely on the availability of other qualified personnel, including mechanics. As a result of global supply chain constraints and inflationary pressures, as well as increased flying levels, Air Wisconsin has experienced increased costs of certain maintenance activities and delays in obtaining third-party maintenance services, which has been compounded by difficulty recruiting and retaining qualified mechanics. Mechanic shortages within the industry have resulted from several factors, including larger airlines offering higher salaries and more extensive benefit programs, greater demand for mechanics across the airline industry, and upward pressure on wages in other industries. We anticipate these drivers will continue to place upward pressure on our operating costs.

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, refer to the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” within our 2022 Annual Report.

Results of Operations

Comparison of the Three Months Ended June 30, 2023 and June 30, 2022

The following table sets forth our major operational statistics and the associated percentage changes for the periods presented:


	Three Months Ended June 30,

	2023			2022			Change
Operating Data:
Available Seat Miles (“ASMs”) (in thousands)		230,382			337,314			(106,932	)	(31.7%)
Actual Block Hours		22,070			28,260			(6,190	)	(21.9%)
Actual Departures		15,643			18,586			(2,943	)	(15.8%)
Revenue Passenger Miles (in thousands)		195,326			290,666			(95,340	)	(32.8%)
Average Stage Length (in miles)		298			369			(71	)	(19.2%)
Contract Revenue Per Available Seat Mile (in cents)		22.12	¢		23.10	¢		(0.98	)¢	(4.2%)
Passengers		643,845			781,490			(137,645	)	(17.6%)

The decrease in ASMs, block hours, departures, and passengers during the three months ended June 30, 2023, compared to the three months ended June 30, 2022, was primarily due to the industry-wide pilot shortage, the wind-down schedule with United, and the removal of certain aircraft from service in order to paint them in the American livery and otherwise prepare them for service under the American capacity purchase agreement, which resulted in a significantly lower number of flights relative to the prior year period.

Operating Revenues

The following table sets forth our operating revenues and the associated dollar and percentage changes for the periods presented:


	Three Months Ended June 30,

	2023		2022		Change
Operating Revenues (in thousands):
Contract Revenues	$	50,970	$	77,923	$	(26,953	)	(34.6%)
Contract Services and Other		102		7		95		1,357.1%

Total Operating Revenues	$	51,072	$	77,930	$	(26,858	)	(34.5%)

Total operating revenues decreased $26.9 million, or 34.5%, during the three months ended June 30, 2023, compared to the three months ended June 30, 2022, primarily due to a decrease in block hours and departures as a result of the pilot shortage, the wind down schedule with United, and the preparation of aircraft for American flying operations. The operating revenue decrease includes an overall decrease in revenue of $53.9 million under the United capacity purchase agreement, offset by $26.9 million of revenue recorded pursuant to the American capacity purchase agreement which started in March 2023.

Operating Expenses

The following table sets forth our operating expenses and the associated dollar and percentage changes for the periods presented:


	Three Months Ended June 30,

	2023		2022		Change
Operating Expenses (in thousands):
Payroll and Related Costs	$	29,953	$	27,694	$	2,259		8.2%
Aircraft Fuel and Oil		221		34		187		550.0%
Aircraft Maintenance, Materials and Repairs		17,869		16,336		1,533		9.4%
Other Rents		1,474		1,657		(183	)	(11.0%)
Depreciation, Amortization and Obsolescence		6,370		6,674		(304	)	(4.6%)
Purchased Services, Legal and Other		7,532		3,514		4,018		114.3%

Total Operating Expenses	$	63,419	$	55,909	$	7,510		13.4%

Our consolidated operating expenses consist of the following items:

Payroll and Related Costs. Payroll and related costs increased $2.3 million, or 8.2%, to $30.0 million for the three months ended June 30, 2023, compared to the three months ended June 30, 2022. The increase was primarily driven by increases in union employee bonuses of $1.7 million, most of which is related to increased pilot bonuses; increased pilot wages of $0.8 million; maintenance employee wages and bonuses of $0.5 million; management employee wages of $0.3 million; payroll taxes of $0.2 million; and other employee expenses of $0.1 million. The increase was partially offset by a decrease of $1.2 million in employee benefits and $0.2 million in wages for flight attendants.

Aircraft Fuel and Oil. Substantially all of the fuel costs incurred as a result of flying pursuant to the United capacity purchase agreement and the American capacity purchase agreement during the three months ended June 30, 2023 and June 30, 2022 were directly paid to suppliers by United or American, as applicable. Aircraft fuel and oil expense primarily reflects the costs associated with fuel purchased for maintenance flights. These expenses were immaterial for the three months ended June 30, 2023 and June 30, 2022.

Aircraft Maintenance, Materials and Repairs. Aircraft maintenance, materials and repairs costs increased $1.5 million, or 9.4%, to $17.9 million for the three months ended June 30, 2023 compared to the three months ended June 30, 2022, primarily as a result of an increase in airframe repairs and parts scrapped of $1.9 million and $0.2 million, respectively. The increase was largely driven by higher maintenance rates and a greater reliance on third-party maintenance providers due to the ongoing labor shortage. Other increases included $0.1 million in engine overhaul amortization and $0.1 million in shop supplies, tool purchases and repairs, and a decrease in parts rebates. The increase was partially offset by a decrease of $0.4 million in engine repair costs and $0.4 million of materials used.

Other Rents. Other rents expense decreased $0.2, or 11.0%, to $1.5 million for the three months ended June 30, 2023 compared to the three months ended June 30, 2022, primarily due to a short-term rent abatement for a flight simulator during construction at the facility.

Depreciation, Amortization and Obsolescence. Depreciation, amortization and obsolescence expense decreased $0.3 million, or 4.6%, to $6.4 million for the three months ended June 30, 2023 compared to the three months ended June 30, 2022, primarily related to a $0.3 million decrease in obsolescence reserves.

Purchased Services, Legal and Other. Purchased services, legal and other expense increased $4.0 million, or 114.3%, to $7.5 million for the three months ended June 30, 2023 compared to the three months ended June 30, 2022. The increase was primarily due to an increase of $4.1 million in legal fees related to the United dispute, $0.1 million for Canadian landing fees, and $0.1 million associated with a loss on disposal of assets. This increase was partially offset by a decrease of $0.1 million for general and liability insurance and $0.2 million for an overall decrease in other services and supplies.

Other Income (Expense)

Interest Income. Interest and dividend income remained relatively unchanged for the three months ended June 30, 2023 compared to the three months ended June 30, 2022. Interest and dividend income related to marketable securities and money market funds increased by $0.2 million and was offset by a decrease in United note receivable interest income of $0.2 million.

Interest Expense. Interest expense was immaterial and relatively unchanged for the three months ended June 30, 2023 compared to the three months ended June 30, 2022.

Loss on Marketable Securities. Loss on marketable securities decreased $2.8 million for the three months ended June 30, 2023 compared to the three months ended June 30, 2022, due to an increase in the market value of marketable securities. There were $0.7 million in unrealized losses and $0.1 million in realized losses recorded for the three months ended June 30, 2023 compared to an unrealized loss of $3.6 million for the three months ended June 30, 2022.

Gain on Extinguishment of Debt. There was a gain on extinguishment of debt recorded in the amount of $0.1 million for the three months ended June 30, 2023 and no gain recorded in the three months ended June 30, 2022. This is related to a prepayment of $3.5 million of debt that was due December 31, 2023. The gain is due to the decrease in previously expected future interest that was capitalized.

Other, Net. Other income and expense was immaterial and relatively unchanged for the three months ended June 30, 2023 compared to the three months ended June 30, 2022.

Net (Loss) Income

Net loss for the three months ended June 30, 2023 was $9.2 million, or $0.21 per basic share and $0.21 per diluted share, compared to net income of $15.1 million, or $0.32 per basic share and $0.24 per diluted share, for the three months ended June 30, 2022. For additional information, refer to Note 10, Earnings Per Share and Equity.

The decrease in net income for the three months ended June 30, 2023, compared to the three months ended June 30, 2022, primarily resulted from a decrease in operating revenue, and an increase in overall operating expenses consisting primarily of payroll, maintenance, and legal expenses. The decrease in net income was partially offset by non-operating income primarily resulting from a decrease in unrealized losses on marketable securities.

Income Tax (Benefit) Expense

In the three months ended June 30, 2023, our effective tax rate was 21.3%, compared to 23.8% for the three months ended June 30, 2022. 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 an income tax benefit of $2.5 million and income tax expense of $4.7 million for the three months ended June 30, 2023 and June 30, 2022, respectively.

The income tax benefit for the three months ended June 30, 2023 resulted in an effective tax rate of 21.3%, which differed from the U.S. federal statutory rate of 21%, primarily due to the increase of valuation allowances on federal and state deferred tax assets that are capital in nature, the impact of state income taxes, and permanent differences between financial statement and taxable income.

The income tax expense for the three months ended June 30, 2022 resulted in an effective tax rate of 23.8%, which differed from the U.S. federal statutory rate of 21%, primarily due to the impact of state 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 2022 Annual Report.

Comparison of the Six Months Ended June 30, 2023 and June 30, 2022

The following table sets forth our major operational statistics and the associated percentage changes for the periods presented:


	Six Months Ended June 30,

	2023			2022			Change
Operating Data:
Available Seat Miles (in thousands)		481,336			659,136			(177,800	)	(27.0%)
Actual Block Hours		45,147			56,794			(11,647	)	(20.5%)
Actual Departures		31,206			37,094			(5,888	)	(15.9%)
Revenue Passenger Miles (in thousands)		400,686			538,319			(137,633	)	(25.6%)
Average Stage Length (in miles)		319			363			(44	)	(12.1%)
Contract Revenue Per Available Seat Mile (in cents)		22.85	¢		21.98	¢		0.87	¢	4.0%
Passengers		1,244,656			1,472,814			(228,158	)	(15.5%)

The decrease in ASMs, block hours, departures, and passengers during the six months ended June 30, 2023, compared to the six months ended June 30, 2022, was primarily due to the industry-wide pilot shortage, the wind-down schedule with United, and the removal of certain aircraft from service in order to paint them in the American livery and otherwise prepare them for service under the American capacity purchase agreement, which resulted in a significantly lower number of flights relative to the prior year period. The increase in contract revenue per available seat mile during the six months ended June 30, 2023, compared to the six months ended June 30, 2022, was primarily due to increased revenue rates in the American capacity purchase agreement.

Operating Revenues

The following table sets forth our operating revenues and the associated dollar and percentage changes for the periods presented:


	Six Months Ended June 30,

	2023		2022		Change
Operating Revenues (in thousands):
Contract Revenues	$	110,007	$	144,891	$	(34,884	)	(24.1%)
Contract Services and Other		197		14		183		1,307.1%

Total Operating Revenues	$	110,204	$	144,905	$	(34,701	)	(23.9%)

Total operating revenues decreased $34.7 million, or 23.9%, during the six months ended June 30, 2023, compared to the six months ended June 30, 2022, primarily due to a decrease in block hours and departures as a result of the pilot shortage and the wind down schedule with United. The operating revenue decrease includes an overall decrease in revenue of $64.6 million under the United capacity purchase agreement, offset by an increase of $29.7 million of revenue recorded pursuant to the American capacity purchase agreement which started in March 2023.

Operating Expenses

The following table sets forth our operating expenses and the associated dollar and percentage changes for the periods presented:


	Six Months Ended June 30,

	2023		2022		Change
Operating Expenses (in thousands):
Payroll and Related Costs	$	59,721	$	54,295	$	5,426		10.0%
Aircraft Fuel and Oil		323		85		238		280.0%
Aircraft Maintenance, Materials and Repairs		37,218		30,837		6,381		20.7%
Other Rents		3,068		3,270		(202	)	(6.2%)
Depreciation, Amortization and Obsolescence		12,727		13,318		(591	)	(4.4%)
Purchased Services, Legal and Other		11,974		7,279		4,695		64.5%

Total Operating Expenses	$	125,031	$	109,084	$	15,947		14.6%

Our consolidated operating expenses consist of the following items:

Payroll and Related Costs. Payroll and related costs increased $5.4 million, or 10.0%, to $59.7 million for the six months ended June 30, 2023, compared to the six months ended June 30, 2022. The increase was primarily driven by increases in union employee bonuses of $4.2 million, most of which is related to increased pilot bonuses; increased pilot wages of $1.7 million; maintenance employee wages of $0.7 million; management wages of $0.5 million; and payroll taxes of $0.5 million. The increase was offset by decreases in employee benefits of $1.7 million, flight attendant wages of $0.3 million, and other employee expenses of $0.3 million.

Aircraft Fuel and Oil. Substantially all of the fuel costs incurred as a result of flying pursuant to the United capacity purchase agreement and the American capacity purchase agreement during the six months ended June 30, 2023 and June 30, 2022 were directly paid to suppliers by United or American, as applicable. Aircraft fuel and oil expense primarily reflects the costs associated with fuel purchased for maintenance flights. These expenses were immaterial for the six months ended June 30, 2023 and June 30, 2022.

Aircraft Maintenance, Materials and Repairs. Aircraft maintenance, materials and repairs costs increased $6.4 million, or 20.7%, to $37.2 million for the six months ended June 30, 2023 compared to the six months ended June 30, 2022, primarily as a result of an increase in airframe repairs and materials purchases of $5.3 million and $1.3 million, respectively. The increase was largely driven by higher maintenance rates and a greater reliance on third-party maintenance providers due to the ongoing labor shortage. Other increases to maintenance expense included a $0.3 million increase in scrapped aircraft parts and $0.2 million for engine overhaul amortization. The increase was partially offset by a decrease of $0.7 million in engine repair costs.

Other Rents. Other rents expense decreased $0.2 million, or 6.2%, to $3.1 million for the six months ended June 30, 2023 compared to the six months ended June 30, 2022, primarily due to a short-term rent abatement for a flight simulator during construction at the facility.

Depreciation, Amortization and Obsolescence. Depreciation, amortization and obsolescence expense decreased $0.6 million, or 4.4%, to $12.7 million for the six months ended June 30, 2023 compared to the six months ended June 30, 2022, primarily related to a $0.6 million decrease in obsolescence reserves.

Purchased Services, Legal and Other. Purchased services, legal and other expense increased $4.7 million, or 64.5%, to $12.0 million for the six months ended June 30, 2023 compared to the six months ended June 30, 2022. The increase was primarily due to an increase of $4.7 million in legal fees related to the United dispute, a $0.2 million increase in the loss on disposal of assets, and a $0.2 million overall increase in miscellaneous supplies and other expenses. This increase was partially offset by a decrease of $0.2 million for general and liability insurance, $0.1 million for technology fees and maintenance, and $0.1 million for professional and technical fees.

Other Income (Expense)

Interest Income. Interest and dividend income increased $0.6 million for the six months ended June 30, 2023 compared to the six months ended June 30, 2022. The increase was primarily due to an increase of $1.3 million in interest and dividends earned on marketable securities and money market funds, partially offset by a decrease of $0.7 million in interest earned on the notes receivable due from United.

Interest Expense. Interest expense was immaterial and relatively unchanged for the six months ended June 30, 2023 compared to the six months ended June 30, 2022.

Gain (Loss) on Marketable Securities. Gains on marketable securities increased $7.0 million for the six months ended June 30, 2023 compared to the six months ended June 30, 2022, due to an increase in the market value of marketable securities. There were $1.0 million in unrealized gains offset by $0.1 million of realized losses recorded for the six months ended June 30, 2023 compared to an unrealized loss of $6.0 million for the six months ended June 30, 2022.

Gain on Extinguishment of Debt. There was a gain on extinguishment of debt recorded in the amount of $0.1 million for the six months ended June 30, 2023 compared to the six months ended June 30, 2022. This is related to a prepayment of $3.5 million of debt that was due December 31, 2023. The gain is due to the decrease in previously expected future interest that was capitalized.

Other, Net. Other income and expense was immaterial and relatively unchanged for the six months ended June 30, 2023 compared to the six months ended June 30, 2022.

Net (Loss) Income

Net loss for the six months ended June 30, 2023 was $8.3 million, or $0.20 per basic share and $0.20 per diluted share, compared to net income of $24.3 million, or $0.51 per basic share and $0.38 per diluted share, for the six months ended June 30, 2022. For additional information, refer to Note 10, Earnings Per Share and Equity.

The decrease in net income for the six months ended June 30, 2023, compared to the six months ended June 30, 2022, primarily resulted from a decrease in operating revenue, and an increase in overall operating expenses consisting primarily of payroll, maintenance and legal expenses. The decrease in net income was partially offset by non-operating income primarily resulting from unrealized gains on marketable securities.

Income Tax (Benefit) Expense

In the six months ended June 30, 2023, our effective tax rate was 25.0%, compared to 23.8% in the six months ended June 30, 2022. 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 state tax rate applicable to such income, as well as any valuation allowance required on our deferred tax assets.

We recorded an income tax benefit of $2.8 million and income tax expense of $7.6 million for the six months ended June 30, 2023 and June 30, 2022, respectively.

The income tax benefit for the six months ended June 30, 2023 resulted in an effective tax rate of 25.0%, which differed from the U.S. federal statutory rate of 21%, primarily due to the reversal of valuation allowance on federal and state deferred tax assets that are capital in nature, impact of state income taxes, and permanent differences between financial statement and taxable income.

The income tax expense for the six months ended June 30, 2022 resulted in an effective tax rate of 23.8%, which differed from the U.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 2022 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, and Air Wisconsin’s cash flows from operations. As of June 30, 2023, our cash and cash equivalents balance was $15.8 million, and we held $141.5 million of marketable securities. For the six months ended June 30, 2023, cash used in operations was $16.7 million. In the near term, we expect to fund our liquidity requirements through cash generated from operations, as well as our existing cash, cash equivalents, and marketable securities balances.

Air Wisconsin requires cash to fund its operating expenses and working capital requirements, which include outlays for capital expenditures, labor and maintenance costs, 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 for Air Wisconsin. During the six months ended June 30, 2023, we had $2.5 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, in part, on its ability to generate cash from operating activities as well as other factors, some of which may be beyond our control. If Air Wisconsin fails to generate sufficient cash from operations, it may need to obtain additional debt financing, restructure its current debt financing or liquidate its marketable securities, to achieve its longer-term objectives. As of June 30, 2023, Air Wisconsin had $5.4 million of short-term debt and $47.6 million of long-term debt, all of which is secured indebtedness incurred in connection with the Aircraft Notes. For additional information, refer to Note 6, Debt, in our audited consolidated financial statements, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Debt and Credit Facilities” within our 2022 Annual Report.

Air Wisconsin’s credit agreements with the holder of the Aircraft Notes contain restrictions that limit Air Wisconsin’s ability to pay dividends or distributions to Harbor.

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 of June 30, 2023, in addition to cash and cash equivalents of $15.8 million, the Company had $0.8 million in restricted cash, which relates to a credit facility used for the issuance of cash collateralized letters of credit supporting Air Wisconsin’s obligations under certain lease agreements, airport agreements and insurance policies, 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):


	Six Months Ended June 30,

	2023			2022			Change
Net Cash (Used) in/ Provided by Operating Activities	$	(16,674	)	$	3,560		$	(20,234	)	(568.4%)
Net Cash Provided by/ (Used) in Investing Activities		10,876			(4,683	)		15,559		332.2%
Net Cash Used in Financing Activities		(11,741	)		(12,489	)		748		6.0%

Cash Flows (Used) in/Provided by Operating Activities

During the six months ended June 30, 2023, our cash flows used in operating activities were $16.7 million. We had a net loss of $8.3 million. Net cash flows are further adjusted for increases in cash primarily related to depreciation, obsolescence and amortization of $12.8 million, contract liabilities of $2.1 million, and accounts payable of $0.9 million, partially offset by decreases in cash primarily related to deferred revenue of $16.6 million, accounts receivable of $4.7 million, notes receivable of $1.6 million, and gains on marketable securities of $0.9 million.

During the six months ended June 30, 2022, our cash flows provided by operating activities were $3.6 million. We had net income of $24.3 million. Cash flows are further adjusted for increases in cash primarily related to depreciation, obsolescence and amortization of $12.2 million, prepaid and other expenses of $4.6 million, income taxes payable of $3.5 million, and loss on marketable securities of $6.0 million, partially offset by decreases in cash primarily related to long-term deferred revenues of $9.0 million, notes receivable of $7.6 million, accounts receivable of $16.7 million, deferred revenue of $8.3 million, accrued payroll and benefits of $1.7 million, accounts payable of $1.5 million and contract liabilities of $2.1 million.

Cash Flows Provided by/(Used) in Investing Activities

During the six months ended June 30, 2023, our cash flows provided by investing activities were $10.9 million of which $15.0 million was from the sale of marketable securities, offset by $2.5 million for additions to property and equipment and $1.7 million from the purchase of marketable securities.

During the six months ended June 30, 2022, our cash flows used in investing activities were $4.7 million resulting primarily from $3.7 million in additions to property and equipment and $1.0 million from the purchase of marketable securities.

Cash Flows Used in Financing Activities

During the six months ended June 30, 2023, our cash flows used in financing activities were $11.7 million, reflecting $8.1 million for repayments of long-term debt, $3.1 million to repurchase shares of our common stock, and $0.5 million of dividends paid on preferred stock.

During the six months ended June 30, 2022, our cash flows used in financing activities were $12.5 million, reflecting $1.2 million in repayments of long-term debt, $0.4 million of dividends paid on preferred stock, $1.0 million for the cancellation of a stock option, and $9.9 million to repurchase shares of our common stock.

Commitments and Contractual Obligations

As of June 30, 2023, Air Wisconsin had $62.5 million of long-term debt (including principal and projected interest obligations) and operating lease obligations (including current maturities). This amount consisted of $48.6 million in principal amount of the Aircraft Notes related to owned aircraft used in continuing operations and $4.4 million of projected interest on the Aircraft Notes. As of June 30, 2023, Air Wisconsin also had $9.4 million of operating lease obligations primarily related to certain training simulators and facilities.

The following table sets forth our cash obligations relating to long-term debt and contractual obligations for the periods presented:


			Payment Due for Year Ended December 31, (in thousands)

	Total		July through December 2023		2024		2025		2026		2027		Thereafter
Aircraft Notes Principal	$	48,600	$	—	$	7,000	$	41,600	$	—	$	—	$	—
Aircraft Notes Interest		4,440		972		1,874		1,594		—		—		—
Operating Lease Obligations		9,422		2,826		3,342		2,609		212		75		358

Total	$	62,462	$	3,798	$	12,216	$	45,803	$	212	$	75	$	358

The principal amount of the Aircraft Notes is payable in semi-annual installments of $3.5 million, and certain additional amounts may be payable based on excess cash. The amounts set forth in the table do not reflect any such additional excess cash payments. In June 2023, Air Wisconsin prepaid the semi-annual installment due December 31, 2023, resulting in a gain on extinguishment of debt of $0.1 million. As of June 30, 2023, all of the Company’s long-term debt was subject to fixed interest rates. For additional information, refer to Note 6, Debt, in our audited consolidated financial statements included within our 2022 Annual Report and Note 14, Subsequent Events, in this Quarterly Report.

Series C Convertible Redeemable Preferred Stock

In January 2020, Harbor completed an acquisition from Southshore Aircraft Holdings, LLC and its affiliated entities (“Southshore”) of three CRJ-200 regional jets, each having two General Electric (“GE”) engines, plus five additional GE 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 and GE engines from Southshore. In January 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 the State of Delaware, which establishes the rights, preferences, privileges, qualifications, restrictions and limitations relating to the Series C Preferred.

The Series C Preferred accrues cumulative quarterly dividends at the rate per share of 6.0% of the Series C Issue Price per annum, which are cumulative and compound quarterly to the extent dividends have not been declared by the board of directors (the “Preferential Dividends”). From and after December 31, 2023, upon the election of holders of a majority of the outstanding Series C Preferred, the rate of the Preferential Dividends shall be increased by an additional 1.0% per annum per share for each and every six-month period following such election (the “Dividend Ratchet”). At the option of the board of directors, in lieu of paying the Preferential Dividends and the Conversion Cap Excess Dividends (as defined below) in cash, all or some of such dividends may be paid in additional shares of Series C Preferred (the “PIK Dividends”).

Each share of Series C Preferred was initially convertible at the election of the holders, at any time after issuance, into that number of shares of common stock determined by dividing the then applicable Series C Liquidation Amount (as defined below) by $0.80, subject to certain adjustments set forth in the Certificate of Designations (the “Conversion Price”). The Conversion Price as of the date of this filing is $0.15091. The Conversion Price may be subject to further adjustment as described in the Certificate of Designations.

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 after December 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 of each outstanding Conversion Cap Excess Share in the first quarter after December 31, 2022, and increasing an additional 0.5% of the Series C Liquidation Amount in each subsequent quarter (the “Conversion Cap Excess Dividends”). As of June 30, 2023, 754,550 shares of the Series C Preferred are immediately convertible into 16,500,000 shares of common stock (representing 27.3% 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. Harbor may redeem all, but not less than all, of the Conversion Cap Excess Shares at any time upon notice to the holders for a cash payment in an amount equal to the Series C Liquidation Amount per share.

On June 30, 2023, the board of directors declared a Preferential Dividend of $198 and a Conversion Cap Excess Dividend of $107 on the Series C Preferred, which were paid on June 30, 2023.

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 is presented at redemption value as mezzanine equity outside of the stockholders’ equity section of the condensed consolidated balance sheets included in this Quarterly Report.

Debt and Credit Facilities

For information regarding our debt and credit facilities, refer to Part II, Item 1A, “Risk Factors – Any acceleration of debt under our credit agreements could have a significant adverse effect on our business” in this Quarterly Report and the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Debt and Credit Facilities” within our 2022 Annual Report.

Maintenance Commitments

For information regarding our maintenance commitments, refer to the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Maintenance Commitments” within our 2022 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 or are reasonably likely to have a material current or future effect on our financial condition, results of operations or liquidity.

Critical Accounting Policies and Estimates

We prepare our condensed 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 condensed 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 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 involves 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, refer to the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies” within our 2022 Annual Report.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

There have been no material changes to the information regarding market risk provided in the section entitled “Quantitative and Qualitative Disclosures about Market Risk” within our 2022 Annual Report.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

As required by Rule 15d-15(b) under the Exchange Act, our management, including our principal executive officer, principal financial officer and principal accounting officer, carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 15d-15(e) under the Exchange Act) as of June 30, 2023, the last day of the period covered by this Quarterly Report. Based on this evaluation, our management, including our principal executive officer, principal financial officer and principal accounting officer, concluded that, as of June 30, 2023, our disclosure controls and procedures were effective at the reasonable assurance level.

Limitations on Effectiveness of Controls

Our management, including our principal executive officer, principal financial officer and principal accounting officer, does not expect that our disclosure controls and procedures, or our system of internal control over financial reporting (as defined in Rule 15d-15(f) under the Exchange Act), will prevent or detect all errors and all fraud. A control system, no matter how well designed or operated, can provide only reasonable, but not absolute, assurance that the objectives of the system are met. The design of our control system reflects the fact that there are resource constraints, and that the benefits of such control system must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control failures and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the intentional acts of individuals, by collusion of two or more people, or by management override of the controls. The design of any system of controls is also based in part on certain assumptions about the likelihood of future events, and there can be no assurance that the design of any particular control will always succeed in achieving its objective under all potential future conditions.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the three months ended June 30, 2023 that materially affected, or were reasonably likely to materially affect, our internal control over financial reporting.

Part II. Other Information

Item 1. Legal Proceedings

As of June 30, 2023, we do not believe we are currently a party to any legal proceedings, regulatory matters, or other disputes or claims that are likely, individually or taken together, to have a material adverse effect on our business, financial condition, results of operations, liquidity or future prospects. However, regardless of the merits of the claims raised, the ultimate resolution of legal proceedings, regulatory matters, and other disputes and claims is inherently uncertain, and they may have an adverse impact on us as a result of an adverse outcome, defense and settlement costs, diversion of management’s time and resources, and other factors. For additional information, including with respect to the arbitration with United, refer to Note 8, Commitments and Contingencies.

Item 1A. Risk Factors

Our short- and long-term success is subject to numerous risks and uncertainties, many of which involve factors that are difficult to predict or beyond our control. As a result, investing in Harbor’s common stock involves substantial risk. Harbor’s stockholders should carefully consider the risks and uncertainties described below, in addition to the other information contained in or incorporated by reference into this Quarterly Report, as well as the other information we file with the SEC from time to time. If any of these risks are realized, our business, financial condition, results of operations, liquidity and prospects could be materially and adversely affected. In that case, the value of Harbor’s common stock could decline, and stockholders may lose all or part of their investment. Furthermore, additional risks and uncertainties of which we are currently unaware, or which we currently consider to be immaterial, could have a material adverse effect on our business. Certain statements made in this section constitute “forward-looking statements,” which are subject to numerous risks and uncertainties including those described in this section. For additional information, refer to “Cautionary Note Regarding Forward-Looking Statements” within this Quarterly Report.

Risks Related to Our Business

Air Wisconsin may experience difficulty hiring, training and retaining a sufficient number of qualified pilots and mechanics, which may negatively affect Air Wisconsin’s operations and our financial condition.

Historically, the supply of qualified pilots to the airline industry has been limited, which has created difficulty hiring, training and retaining a sufficient number of qualified pilots. In July 2013, the Federal Aviation Administration (the “FAA”) issued stringent pilot qualification and crew member flight training standards, which increased the required training time for new airline pilots (the “FAA Qualification Standards”), and the FAA also mandated stricter rules to minimize pilot fatigue, increasing the number of pilots required to be employed for Air Wisconsin’s operations and correspondingly increasing Air Wisconsin’s labor costs.

As a result of the significant decline in passenger demand and drastically reduced flight departures during the early stage of the COVID-19 pandemic, there was no shortage of qualified pilots in the airline industry. During the first two years of the COVID-19 pandemic, for many reasons, such as reduced flying opportunities, early retirement benefits offered by some airlines, travel restrictions and COVID-19 vaccine mandates, many pilots decided to retire or seek employment in other industries. However, as passenger demand for air travel has increased, Air Wisconsin and other airlines have experienced challenges hiring and maintaining sufficient numbers of qualified pilots due to a number of factors, including the increased flight hour requirements under the FAA Qualification Standards, the statutory mandatory retirement age of 65, and attrition resulting from voluntary retirement decisions. Air Wisconsin has also experienced challenges with pilot attrition to other airlines, including United. The pilot shortage is particularly critical at the captain level. Air Wisconsin has historically expended significant resources to recruit and train pilots, including as a result of recent significant upward pressure on pilot compensation at certain regional airlines and limited availability of flight simulators and instructors. Air Wisconsin has increased its pilot compensation and may continue to experience additional cost increases in the future. Since the American capacity purchase agreement does not require an increase in the amounts paid to Air Wisconsin as Air Wisconsin increases the amount of pilot compensation, these increases could have an adverse impact on our financial condition and operating results. In addition, now that Air Wisconsin is no longer flying for United, United could increase the number of Air Wisconsin pilots it hires, which could restrict the number of flights Air Wisconsin could fly for American.

Under the American capacity purchase agreement, American is required to pay Air Wisconsin a fixed amount each month for each covered aircraft. However, no monthly payment is required for aircraft that do not meet certain minimum block hour utilization thresholds. Accordingly, if Air Wisconsin is not able to hire and retain a sufficient number of pilots, it will not be paid for all aircraft otherwise covered by the American capacity purchase agreement, which could have an adverse impact on our business and operations.

Air Wisconsin has also recently experienced difficulty hiring and retaining qualified mechanics to service its aircraft, due to a variety of factors, including voluntary retirement decisions, decisions not to return after furloughs during the COVID-19 pandemic, decisions to leave the airline industry, and the hiring needs of other airlines. There is also a risk that more mechanics may decide to leave the airline industry. Air Wisconsin has increased its mechanic wages, along with offering other hiring incentives, and may continue to experience additional cost increases in the future. If Air Wisconsin is unable to hire and retain a sufficient number of qualified mechanics, it could have an adverse impact on our business and operations.

If future pilot or mechanic attrition rates outpace Air Wisconsin’s ability to hire and retain qualified pilots and mechanics, Air Wisconsin may need to continue to increase its labor costs to attract and retain sufficient qualified pilots and mechanics or it may be unable to fly the number of flights scheduled under the American capacity purchase agreement, which would negatively impact Air Wisconsin’s operations and our financial condition.

Our business will be highly dependent on the American capacity purchase agreement because American is now Air Wisconsin’s sole airline partner.

Prior to March 2023, we derived nearly all of our operating revenues from the United capacity purchase agreement because United was Air Wisconsin’s sole airline partner. Air Wisconsin ceased flying for United in early June. As of June 30, 2023, we derive nearly all of our operating revenues from the American capacity purchase agreement because American is Air Wisconsin’s sole airline partner.

Pursuant to the American capacity purchase agreement, American is permitted to terminate the agreement prior to the expiration of its term in certain circumstances, including upon Air Wisconsin’s material breach of the agreement, Air Wisconsin’s inability to operate a certain number of aircraft, Air Wisconsin’s failure to meet certain operating benchmarks for specified periods and certain changes of control of Air Wisconsin. In addition, American and Air Wisconsin each have the right to terminate the agreement for any reason after a certain date prior to the specified termination date. If American terminates the American capacity purchase agreement, our business, financial condition, results of operations and liquidity could be significantly negatively impacted, unless Air Wisconsin is able to enter into satisfactory substitute arrangements for the utilization of its aircraft.

Any events that negatively impact the financial or operating performance of American could have a material adverse effect on our business, financial condition and results of operations. American could be materially and adversely impacted, directly or indirectly, by new variants of COVID-19 or other infectious diseases, by worldwide political or economic changes or instability, including those associated with the outbreak of war or hostilities, government sanctions, travel restrictions, rising fuel and other commodity prices, currency exchange rate fluctuations, increasing interest rates and inflation. If American were to experience significant financial difficulties as a result of these or other reasons, it could negatively impact American’s ability to meet its financial obligations under the American capacity purchase agreement or alter its business strategy as it applies to regional airlines. Further, if American were to become bankrupt, the American capacity purchase agreement may not be assumed in bankruptcy and could be terminated, and such termination would have a material adverse effect on our business, financial condition and results of operations.

Disagreements regarding the interpretation of our capacity purchase agreements could have an adverse effect on our operating results and financial condition.

Contractual agreements, such as our capacity purchase agreements, are subject to interpretation, and disputes may arise if the parties apply different interpretations to such agreements. Although the United capacity purchase agreement terminated in early June of 2023, a dispute continues to exist under that agreement. Air Wisconsin has claimed that United owes it certain amounts under the capacity purchase agreement. United has denied that it owes those amounts and has claimed that Air Wisconsin improperly terminated the agreement and that Air Wisconsin owes it certain amounts for the alleged wrongful termination. In October 2022, United initiated arbitration under the agreement. An arbitration hearing commenced in July 2023 before three arbitrators. Air Wisconsin expects the arbitrators will issue their decision and award in the fourth quarter of 2023. The arbitration has resulted in substantial costs and a diversion of management’s attention and resources. An adverse determination by the arbitrators that United owes less than Air Wisconsin claims or that Air Wisconsin owes United amounts for the alleged wrongful termination could harm our business, financial condition and results of operations.

It is also possible that a dispute could arise with respect to the American capacity purchase agreement, which could also have an adverse effect on our business, financial condition and results of operations.

Any acceleration of debt under our credit agreements could have a significant adverse effect on our business.

On August 4, 2023, Air Wisconsin received a notice of default and reservation of rights (the “Notice”) related to certain credit agreements Air Wisconsin entered into with a senior lender and loan trustee (together, the “Lender”) in separate transactions occurring in 2003 and 2004, which were subsequently amended and restated in December 2018 (collectively, the “Aircraft Credit Agreements”), and which Air Wisconsin initially used to finance the acquisition of 35 CRJ-200 regional jets. The Notice alleges a default under the Aircraft Credit Agreements relating to Air Wisconsin’s alleged failure to pay certain amounts with respect to certain notes issued in December 2018 in an outstanding principal amount of $70.0 million under the Aircraft Credit Agreements (the “Aircraft Notes”), but stops short of declaring an “event of default” under the Aircraft Credit Agreements or Aircraft Notes. The Aircraft Notes bear interest at the rate of 4% per annum and mature on December 31, 2025. Interest on the Aircraft Notes is paid quarterly, and the principal amount of the notes is payable in semi-annual installments of $3.5 million, with certain additional mandatory payments based on excess cash (“Excess Cash Payments”). Each Aircraft Note is secured by each aircraft acquired with the proceeds of the original Aircraft Credit Agreements and by certain other aircraft, spare engines and spare parts.

Specifically, the Notice alleges Air Wisconsin has failed to satisfy its obligations with respect to the Excess Cash Payments. We believe the alleged default is without merit. We intend to contest the claims in the Notice and hope to work with the Lender to come to a resolution, but there can be no assurance that the Lender will not declare an event of default or seek to exercise any of its rights and remedies in the Aircraft Credit Agreements, including, inter alia, commencement of foreclosure proceedings on the aircraft, spare engines and spare parts securing the notes. If the outstanding debt under the Aircraft Credit Agreements and Aircraft Notes is accelerated, we would be required to repay the entire balance of the notes on demand, plus other costs and fees, which could have an adverse effect on our business. For additional information, refer to the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Debt and Credit Facilities – Aircraft Credit Agreements” within our 2022 Annual Report.

Maintenance costs and delays may increase further, and out-of-service periods may result in aircraft being unavailable for flying.

The average age of Air Wisconsin’s CRJ-200 regional jets as of June 30, 2023 was approximately 20.8 years. As Air Wisconsin’s fleet continues to age, its maintenance costs may increase, both on an absolute basis and as a percentage of its operating expenses. Maintenance issues may result in out-of-service periods during which aircraft are dedicated to maintenance activities and unavailable for flying under the American capacity purchase agreement. There are also industry-wide supply chain issues and parts shortages that have lengthened the time to complete required maintenance. These industry-wide issues could increase Air Wisconsin’s costs for maintenance and parts and possibly require it to renegotiate contracts with third-party providers to ensure their continued support of our programs. In addition, as noted above, there is an industry-wide shortage of aircraft mechanics. Air Wisconsin has increased its labor costs to attract and retain qualified mechanics. However, as passenger demand for air travel has increased and additional aircraft are brought back into service to address the increased demand, the turnaround time for routine and heavy maintenance has lengthened. As a result, Air Wisconsin has experienced, and may continue to experience, delays and increased costs in obtaining both in-house and third-party maintenance services. Any continued increase in Air Wisconsin’s maintenance costs or decreased revenues or delays resulting in out-of-service periods could have a further adverse effect on our financial condition and operating results.

Air Wisconsin has entered into agreements with third-party service providers to provide various services required for its operations, including airframe, engine and component maintenance and IT services, and it expects to enter into additional similar agreements in the future. If its third-party service providers terminate their contracts, or do not provide timely or consistently sufficient parts or high-quality maintenance and support services, Air Wisconsin may not be able to replace them in a cost-efficient manner or in a manner timely enough to support its operational needs, which could have a material adverse effect on our business, financial condition, and results of operations.

If American provides Air Wisconsin with inefficient flight schedules, or makes certain changes to the expected utilization of Air Wisconsin’s aircraft under the American capacity purchase agreement, our business, financial condition and results of operations may be adversely affected.

Under the terms of the American capacity purchase agreement, American has the ability to schedule Air Wisconsin’s flights in any manner that serves its purposes, subject to certain reasonable operating constraints which do not prevent it from scheduling Air Wisconsin’s flights in a manner Air Wisconsin deems inefficient. From time to time in the past, United scheduled Air Wisconsin’s flights in a manner that created operational inefficiencies for Air Wisconsin, such as building in long crew layovers or overnights, which caused crew staffing issues and resulted in limited crew availability to fly other scheduled Air Wisconsin flights, or providing Air Wisconsin with flight schedules that were inconsistent with Air Wisconsin’s existing operational footprint. It is possible that American will also schedule flights in a manner that Air Wisconsin deems inefficient. These actions could have a material adverse effect on our business, financial condition and results of operations.

Certain factors may lead American to modify the anticipated utilization of Air Wisconsin’s aircraft, some of which are beyond Air Wisconsin’s control. Any factors that cause American to schedule the utilization of Air Wisconsin’s aircraft on routes or at frequencies materially different than we have forecasted could further reduce our ability to realize operating efficiencies, which would continue to negatively impact our financial condition and operating results. The actual number of flights American schedules under the American capacity purchase agreement in any particular period may be significantly different from the number of flights we initially anticipated or which American initially communicated for the period.

Air Wisconsin’s current and future growth opportunities may be limited by a number of factors impacting American or the airline industry generally.

Growth opportunities within American’s current flight network may be limited by various factors, including “scope” clauses in its collective bargaining agreements with its pilots that restrict the number and size of regional aircraft that may be operated in its flight systems that are not flown by its pilots. These clauses could limit Air Wisconsin’s ability to operate additional aircraft for American, which would limit Air Wisconsin’s expansion opportunities. American is under no obligation to provide Air Wisconsin with an opportunity to fly additional aircraft within its system or to otherwise expand its relationship with Air Wisconsin.

Air Wisconsin’s ability to expand its operations in the future may be limited by a number of factors impacting the airline industry, including pilot and mechanic shortages, access to airport terminals and facilities, capital expenditures required to maintain or expand fleet operations, significant changes in fuel prices or other variable costs, regulatory changes, changes in the availability of necessary parts and equipment, and intense competition and pricing pressure. Given the competitive nature of the airline industry, we believe limited growth opportunities exist and as a result Air Wisconsin may be required to accept less favorable contract terms in order to secure new or additional flying opportunities.

The amounts Air Wisconsin receives under the American capacity purchase agreement may be less than the corresponding costs Air Wisconsin incurs.

Under the American capacity purchase agreement, a portion of the revenues Air Wisconsin receives is based upon predetermined rates calculated by reference to certain factors, such as the number of covered aircraft, the number of block hours flown and the number of departures. As noted above, American is not required to pay certain amounts in respect of aircraft that do not meet certain minimum block hour utilization thresholds. The primary operating costs intended to be compensated by the predetermined rates include, among other things, salaries and benefits, training costs, crew room costs, maintenance expenses, simulator and spare parts costs, and overhead costs. If Air Wisconsin’s costs for those items exceed the compensation paid under the agreement, our financial position and operating results will be negatively affected. For example, Air Wisconsin has experienced, and may continue to experience, upward pressure on pilot and mechanic compensation as it seeks to attract and retain qualified staff. The American capacity purchase agreement does not provide for adjustments for any resulting compensation increases and, therefore, such increases could negatively impact our operating results.

A significant portion of Air Wisconsin’s workforce is represented by labor unions, and the terms of Air Wisconsin’s collective bargaining agreements may increase our operating expenses and negatively impact our financial results.

A significant majority of Air Wisconsin’s employees are represented by labor unions, including the Air Line Pilots Association, International (“ALPA”), the Association of Flight Attendants (“AFA”), the International Association of Machinists and Aerospace Workers AFL-CIO (“IAMAW”), and the Transport Workers Union of America (“TWU”). The terms and conditions of future collective bargaining agreements may be affected by the results of collective bargaining negotiations at other airlines that may have a greater ability, due to larger scale, greater efficiency, or other factors, to bear higher costs than Air Wisconsin, which are likely to result in higher industry wages and increased pressure on Air Wisconsin to increase the wages and benefits of its employees. Future agreements may be on terms that are less favorable to Air Wisconsin than its current agreements or not comparable to agreements entered into by its competitors. Moreover, we cannot predict the outcome of any future negotiations relating to union representation or collective bargaining agreements. Any future agreements reached in collective bargaining may increase our operating expenses and negatively impact our financial results. If Air Wisconsin is unable to reach agreement with any of its unionized work groups in current or future negotiations regarding the terms of their collective bargaining agreements, it may be subject to work interruptions, stoppages or shortages.

Air Wisconsin currently operates only one aircraft type, and relies on one aircraft manufacturer and one engine manufacturer, and any operating restrictions or safety concerns applicable to this aircraft or engine type, or any failure to receive sufficient maintenance and support services from these manufacturers, would negatively impact our business and financial condition.

Air Wisconsin currently relies on a single aircraft type, the CRJ-200 regional jet, and a single engine type, the General Electric (“GE”) CF34-3B1 engine. The issuance of FAA or manufacturer directives restricting or prohibiting the use of this aircraft type or engine type, or Air Wisconsin’s inability to obtain necessary parts and services related to this aircraft type or engine type, would negatively impact our business and financial results. In addition, any concerns raised regarding the safety or reliability of the CRJ-200 regional jet or the GE CF34-3B1 engine, whether or not directly associated with Air Wisconsin’s fleet, could result in concerns about Air Wisconsin’s fleet that could negatively impact our business.

Air Wisconsin has been highly dependent upon Bombardier, as the sole manufacturer of Air Wisconsin’s aircraft, and GE, as the sole manufacturer of Air Wisconsin’s aircraft engines, to provide sufficient parts and related maintenance and support services to it in a timely manner. In June 2020, Bombardier consummated an agreement with Mitsubishi Heavy Industries, Ltd (“Mitsubishi”), pursuant to which Mitsubishi purchased Bombardier’s regional jet program, including all aspects of the CRJ-200 regional jet, such as type certificates, maintenance, support, refurbishment, marketing and sales activities. Air Wisconsin’s operations could be materially and adversely affected by the failure or inability of Mitsubishi or GE to provide required maintenance or support services, or as a result of unscheduled or unanticipated maintenance requirements for Air Wisconsin’s aircraft or engines.

The residual value of our aircraft, engines and parts may be less than estimated in our depreciation policies.

As of June 30, 2023, we had approximately $90.4 million of property, equipment and related assets, net of accumulated depreciation, of which $86.3 million relates to aircraft, engines and parts. In accounting for these long-lived assets, we make estimates about the expected useful lives of the assets, the expected residual values of certain of these assets, and the potential for impairment based on the fair value of the assets and the cash flows they generate. Factors indicating potential impairment include, but are not limited to, significant decreases in the market value of the long-lived assets, a significant change in the condition of the long-lived assets and operating cash flow losses associated with the use of the long-lived assets. For example, any of the following circumstances could cause us to reduce our estimates as to the useful life, residual value or cash flow potential of our aircraft or engines, which could require an impairment charge:

•

we add a new aircraft type to our fleet and reduce the number of our operating CRJ-200 aircraft;

•

the pilot shortage causes us to permanently retire some aircraft; or

•

a lack of demand for our aircraft or engine types reduces the proceeds we receive on disposition to less than we estimated.

Should Air Wisconsin in the future include aircraft other than the CRJ-200 as part of its flying operations, such as the CRJ-700, Air Wisconsin would likely need to conduct qualitative tests for impairment of the CRJ-200 fleet and related assets. If the estimated residual value of any of our aircraft, engines or parts is determined to be lower than the residual value assumptions used in our depreciation policies, the aircraft, engines or parts may be impaired and may result in a material reduction in their book value, or we may need to prospectively modify our depreciation policies. An impairment on any of the aircraft, engines or parts or an increased level of depreciation expense resulting from a change to our depreciation policies could result in a material negative impact to our financial results.

Air Wisconsin’s ability to obtain additional financing may be limited, and, in the event Air Wisconsin is unable to repay its debt and other contractual obligations, our business, results of operations and financial condition may be adversely impacted.

The airline business is capital intensive. As of June 30, 2023, Air Wisconsin had approximately $53.0 million in total third-party debt, which was incurred in connection with the acquisition of aircraft and which is secured by substantially all of Air Wisconsin’s aircraft, engines and parts. Since the acquisition of such aircraft, Air Wisconsin has financed its operations primarily from cash flow. However, to the extent Air Wisconsin finances its activities or its pursuit of new opportunities with additional debt, it would become subject to additional debt service obligations, as well as additional covenants that may restrict its ability to pursue its business strategy or otherwise constrain its growth and operations. Air Wisconsin’s ability to pay its existing and any additional debt service obligations, in addition to the high level of fixed costs associated with operating a regional airline, will depend on its operating performance, cash flows and ability to secure adequate financing, which will in turn depend on, among other things, the success of its current business strategy, availability and cost of financing, as well as general economic and political conditions and other factors that may be beyond its control. We cannot be certain Air Wisconsin’s working capital and cash flows from operations will be sufficient to make its required payments under its debt and other contractual arrangements.

If Air Wisconsin is unable to pay its debts as they come due or fails to comply with its obligations under the agreements governing its debt, and is unable to obtain waivers of such defaults, its secured lender could foreclose on any of Air Wisconsin’s assets securing such debt. Additionally, a failure to pay Air Wisconsin’s property leases, debt or other fixed cost obligations, or a breach of its other contractual obligations, could result in a variety of further adverse consequences, including the exercise of remedies by its creditors and lessors, such as acceleration. In such a situation, Air Wisconsin may not be able to cure its breach, fulfill its contractual obligations, make required lease payments or otherwise cover its fixed costs, which could have a material adverse effect on our business, results of operations and financial condition. Like other contractual obligations, the agreements covering our debt are subject to interpretation, and disputes may arise if the parties apply different interpretations to such agreements. We cannot predict the outcomes of any such disputes and, even if such disputes do not result in litigation or are resolved in our favor, the time and resources necessary to resolve them could divert the resources of our management and harm our business, financial condition, and results of operations, which could also have an adverse effect on our business, financial condition, and results of operations.

In addition, the agreements that Air Wisconsin entered into with the Treasury for payroll support contained various covenants. If the Treasury determines that Air Wisconsin failed to comply with its obligations under those agreements, it may be required to repay 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.

The loss of key personnel upon whom Air Wisconsin depends to operate its business or the inability to attract additional qualified personnel could adversely affect our business.

Our future success depends on our ability to retain or attract highly qualified management, technical and other personnel. We may not be successful in retaining key personnel or in attracting other highly qualified personnel. Any inability to attract or retain qualified management personnel and other employees, or any significant increases in the costs associated with recruiting or retaining qualified employees, could have a material adverse effect on our business, results of operations and financial condition.

Information technology security breaches, hardware or software failures, or other information technology infrastructure disruptions may negatively impact Air Wisconsin’s business, operations and financial condition.

The performance and reliability of Air Wisconsin’s technology, the technology of American, and the technology of our third-party service providers, are critical to Air Wisconsin’s ability to compete effectively. Any internal technological error or failure or large-scale external interruption in the technological infrastructure we depend on, such as power, telecommunications or the internet, may disrupt Air Wisconsin’s internal network. Any individual, sustained or repeated failure of Air Wisconsin’s technology, or that of American or our third-party service providers, could impact Air Wisconsin’s ability to conduct its business, lower the utilization of Air Wisconsin’s aircraft and result in increased costs and penalties. Air Wisconsin’s technological systems, software and related data, those of American, and those supplied by our third-party service providers, may be vulnerable to a variety of sources of interruption or exploitation due to events beyond our control, including natural disasters, terrorist attacks, telecommunications failures, computer viruses, hackers and other security issues.

In addition, as a part of Air Wisconsin’s ordinary business operations, it collects and stores, and will collect and store, sensitive data, including personal information of its employees and information of American. Air Wisconsin’s information systems are subject to an increasing threat of evolving cybersecurity attacks. Unauthorized parties may attempt to gain access to Air Wisconsin’s systems or information through fraud or other means of deception. The methods used to obtain unauthorized access, disable or degrade service or sabotage systems are constantly evolving and may be difficult to anticipate or to detect for long periods of time. Air Wisconsin may not be able to prevent all data security breaches or misuse of data. The compromise of Air Wisconsin’s technology systems resulting in the loss, disclosure, misappropriation of, or access to, employees’, passengers’ or business partners’ information could result in legal claims or proceedings, liability or regulatory penalties under laws protecting the privacy of personal information and disruption to its operations, any or all of which could adversely affect our business and financial condition.

Risks Related to Our Industry

The airline industry is often negatively impacted by numerous factors that could have a material adverse effect on our business, results of operations and financial condition.

The airline business is affected by numerous factors, many of which are beyond Air Wisconsin’s control, including air traffic congestion at airports, air traffic control inefficiencies, adverse weather conditions, natural disasters, facility disruptions, acts of war or terrorism, cancellations, increased security measures, and the outbreak of disease. Factors that cause flight delays frustrate passengers, increase operating costs and decrease revenues, which in turn adversely affect profitability. Because Air Wisconsin’s revenues (other than the portion of its revenues based on the number of aircraft covered under the American capacity purchase agreement) depend primarily on Air Wisconsin’s completion of flights, and secondarily on service factors such as timeliness of departure and arrival, customer satisfaction, cancellations or delays, any of these factors could have a material adverse effect on our business, results of operations and financial condition.

In addition to the factors noted above, Air Wisconsin’s operations and our financial condition are currently affected, and may in the future be affected, by many other factors and conditions beyond Air Wisconsin’s control, including, among others:

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the acute on-going shortage of qualified pilots and mechanics, and resulting increases in compensation and the continuing pressure to significantly increase wages in the industry;

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actual or potential changes in political conditions, including wars, outbreak of hostilities, terrorism, or government sanctions;

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air traffic control delays or disruptions;

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changes in demand for airline travel or tourism, consumer preferences, or demographic trends;

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changes in the competitive environment due to pricing, industry consolidation, or other factors;

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labor disputes, strikes, work stoppages, or similar matters impacting employees; and

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actual or potential changes in economic conditions, including rising fuel and other commodity prices, currency exchange rate fluctuations, increasing interest rates, inflation and changes in discretionary spending and consumer confidence.

The effect of the foregoing factors or conditions on Air Wisconsin’s operations is difficult to forecast; however, the occurrence of any or all of such factors or conditions could materially and adversely affect its operations and our financial condition.

The COVID-19 pandemic, and the outbreak of any other disease or similar public health threat that we may face in the future, could result in additional adverse effects on the business, operating results, financial condition and liquidity of Air Wisconsin and American.

With the onset of the COVID-19 pandemic, airlines experienced a significant decline in domestic and international demand, and some of the lingering effects of the pandemic continue to affect our operations. A further outbreak of COVID-19 or an outbreak of another disease or similar public health threat, or any other event that would affect consumer demand for air travel or impose travel restrictions, could have a material adverse impact on our business, operating results, financial condition and liquidity, and those of American.

Several regional and larger carriers have ceased operations as a direct or indirect result of the COVID-19 pandemic. ExpressJet Airlines, Inc., Miami Air International, Trans States Airlines and Compass Airlines, each of which are or were domestic regional or charter airlines, have either filed for Chapter 11 or Chapter 7 bankruptcy or ceased or severely limited operations due, at least in part, to the COVID-19 pandemic’s impact on their business.

High and/or volatile fuel prices or significant disruptions in the supply of aircraft fuel could have a material adverse impact on Air Wisconsin’s operating results and financial condition and liquidity.

Although the American capacity purchase agreement provides that American sources, procures and directly pays third-party vendors for substantially all fuel used in the performance of the agreement, aircraft fuel is critical to Air Wisconsin’s operations. The timely and adequate supply of fuel to meet operational demand depends on the continued availability of reliable fuel supply sources as well as related service and delivery infrastructure. Air Wisconsin can neither predict nor guarantee the continued timely availability of aircraft fuel throughout Air Wisconsin’s system. Supplies and prices of fuel are also impacted by factors, such as geopolitical events, economic growth indicators, fiscal/monetary policies, fuel tax policies, changes in regulations, environmental concerns and financial investments in energy markets. Both actual changes in these factors, as well as changes in related market expectations, have and may continue to drive rapid changes in fuel prices in short periods of time. Rising fuel prices may lead to increases in airline fares or fees that may not be sustainable, may reduce the general demand for air travel and may eventually impact the amount of flying that American schedules Air Wisconsin to perform. Any such schedule reductions may impact Air Wisconsin’s operating results. In addition, since single class 50-seat aircraft, such as those in Air Wisconsin’s fleet, are less fuel efficient than certain larger aircraft, increased fuel costs affects Air Wisconsin’s competitiveness in the industry.

The airline industry is highly competitive and has undergone a period of consolidation and transition leaving fewer potential major airline partners.

The airline industry is highly competitive. Air Wisconsin competes primarily with other regional airlines, some of which are owned or operated by major airlines. The airline industry has undergone substantial consolidation, including the mergers between Alaska Airlines and Virgin America, American Airlines and US Airways, Southwest and AirTran Airways, United and Continental Airlines and Delta and Northwest Airlines. Any additional consolidation or significant alliance activity within the airline industry could further limit the number of potential airline partners with whom Air Wisconsin could enter into commercial agreements. In addition, any further consolidation activity involving American, reduction in the size of its network or decision to reduce single class 50-seat aircraft such as the CRJ-200 regional jet could alter its business strategy or its perception of the value of its relationship with Air Wisconsin, which could limit opportunities for Air Wisconsin to continue to provide service to American. Similarly, any further consolidation or restructuring of any major air carrier’s regional jet programs, including as a result of long-term fleet strategy changes announced by several major carriers, could negatively impact Air Wisconsin’s future growth opportunities.

Terrorist activities or warnings have dramatically impacted the airline industry and will likely continue to do so.

The terrorist attacks of September 11, 2001 and their aftermath negatively impacted the airline industry in general. If additional terrorist attacks are launched, there may be lasting consequences, which may include loss of life, property damage, increased security measures, higher insurance costs, increased concerns about future terrorist attacks and additional government regulation, among other factors. Additional terrorist attacks, and warnings that such attacks may occur, could negatively impact the airline industry and result in decreased passenger traffic, increased flight delays or cancellations, as well as increased security, fuel and other costs and whether or not involving Air Wisconsin’s aircraft, could have a material adverse impact on our business and operations. Increased global political instability, including the outbreak of war and hostilities, could result in an increased risk of terrorist activities.

The occurrence of an aviation accident or incident involving Air Wisconsin or its aircraft or engine type could negatively impact our business, financial condition and operating results.

An accident or incident involving Air Wisconsin’s aircraft could result in significant potential claims of injured passengers and others, as well as negative impacts on its operations resulting from the repair or replacement of a damaged aircraft and its consequential temporary or permanent loss from service. If substantial claims resulting from an accident are made in excess of our related liability insurance coverage, then our operational and financial results would be harmed. Moreover, any aircraft accident or incident, even if fully insured, could cause a public perception that Air Wisconsin’s operations are less safe or reliable than other airlines, which could negatively impact our business, financial condition and operating results.

Given that Air Wisconsin currently operates a single aircraft and engine type, any accident or incident involving the CRJ-200 regional jet aircraft type or the GE CF-34 engine type, whether or not operated by Air Wisconsin, may result in Air Wisconsin temporarily or permanently suspending service on all or a large portion of its fleet. Any grounding of Air Wisconsin’s aircraft could have an adverse impact on Air Wisconsin’s operations, its relationship with American, and our financial results. In addition, certain groundings of Air Wisconsin’s aircraft would provide American the right to terminate the American capacity purchase agreement.

Further, any accident or incident involving a CRJ-200 regional jet, regardless of the operator or geographic location of the incident, could cause a public perception that the aircraft type is less safe and reliable than other aircraft types, which could negatively impact our business, financial condition and operating results. Any such accident or incident could result in an acceleration of the implementation of fleet strategy changes by major air carriers that would reduce or eliminate the use of 50-seat aircraft, including the CRJ-200 regional jet.

Air Wisconsin is subject to significant governmental regulation and potential regulatory changes.

All air carriers, including Air Wisconsin, are subject to regulation by the U.S. Department of Transportation (“DOT”), the FAA and other governmental agencies. Regulations promulgated by the DOT primarily relate to economic aspects of air service. The FAA is responsible for regulating and overseeing matters relating to the safety of air carrier flight operations, including the control of navigable air space, the qualification of flight personnel, flight training practices, compliance with FAA airline operating certificate requirements, aircraft certification and maintenance requirements. In addition, airports and municipalities enact rules and regulations that affect Air Wisconsin’s operations. A decision by the FAA to ground, or require time consuming inspections of or maintenance on, all or any of Air Wisconsin’s aircraft for any reason may have a material adverse effect on Air Wisconsin’s operations and our financial condition. Further, Air Wisconsin’s business may be subject to additional costs as a result of potential regulatory changes, which additional costs could have an adverse effect on our operating results.

Air Wisconsin is subject to various environmental and noise laws and regulations, which could have a material adverse effect on our business, results of operations and financial condition.

Air Wisconsin is subject to federal, state, local and foreign laws, regulations and ordinances relating to the protection of the environment and noise, including those relating to emissions to the air, discharges to surface and subsurface waters, safe drinking water and the use, management, disposal and release of, and exposure to, hazardous substances, oils and waste materials. Certain legislative bodies and regulatory authorities are increasingly focused on climate change and have taken actions to implement additional laws, regulations, and programs intended to protect the environment. For example, the federal government, as well as several state and local governments, have implemented legislative and regulatory proposals and voluntary measures intended to reduce greenhouse gas emissions. Compliance with laws, regulations, and other programs intended to reduce emissions or otherwise protect the environment may require Air Wisconsin to reduce its emissions, secure carbon offset credits or otherwise pay for emissions, or make capital investments to modify certain aspects of its operations to reduce emissions. Future policy, legal, and regulatory developments relating to the protection of the environment could have a direct effect on Air Wisconsin’s operations (or an indirect effect through its third-party providers of parts or services or airport facilities at which it operates) and increase its costs and have a material adverse effect on its operations. Any such developments could have an adverse impact on our business, results of operations and financial condition.

Air Wisconsin is also subject to environmental laws and regulations that require it to investigate and remediate soil or groundwater to meet certain remediation standards. Under certain laws, generators of waste materials, and current and former owners or operators of facilities, can be subject to liability for investigation and remediation costs at locations that have been identified as requiring response actions. Liability under these laws may be strict and joint and several, meaning that Air Wisconsin could be liable for the costs of cleaning up environmental contamination regardless of fault or the amount of contamination directly attributable to it, which liability could have an adverse impact on our results of operations and financial condition.

The requirement that Air Wisconsin remain a citizen of the United States limits the potential purchasers of Harbor’s common stock.

Under DOT regulations and federal law, Air Wisconsin must be owned and controlled by citizens of the United States as that term is defined in the Federal Aviation Act and interpreted by the DOT. The restrictions imposed by federal law and regulations limit who can purchase Air Wisconsin’s equity securities in the following ways:

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at least 75% of Air Wisconsin’s voting equity securities must be owned and controlled, directly and indirectly, by persons or entities who are citizens of the United States;

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at least 51% of Air Wisconsin’s total outstanding equity securities must be owned and controlled by U.S. citizens and no more than 49% of Air Wisconsin’s equity securities may be held, directly or indirectly, by persons or entities who are not U.S. citizens and are from countries that have entered into “open skies” air transport agreements with the U.S. which allow unrestricted access on air service routes between the United States and the applicable foreign country and to points beyond the foreign country on flights serving the foreign country; and

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citizens of foreign countries that have not entered into “open skies” air transport agreements with the U.S. may hold no more than 25% of Air Wisconsin’s total outstanding equity securities.

The restrictions on foreign ownership of Air Wisconsin’s equity securities may impair or prevent a sale of common stock by a stockholder of Harbor and may adversely affect the trading price or trading volume of Harbor’s common stock.

General Risk Factors

Because the trading market for Harbor’s common stock is limited, the common stock may continue to be illiquid.

Although Harbor’s common stock is traded under the symbol “HRBR” on the OTC Market, the trading volume for the common stock has been and continues to be limited. Harbor has not listed, and does not currently intend to list, Harbor’s common stock for trading on any national securities exchange. Accordingly, we expect the common stock to continue to be illiquid for the foreseeable future. Investors should be aware that an active trading market for the common stock may never develop or be sustained.

The price of Harbor’s common stock has been and may continue to be volatile.

The trading price of Harbor’s common stock has been volatile. We believe Harbor’s stock price will be subject to wide fluctuations in response to a variety of factors, including the following:

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the outcome of the current arbitration of the dispute between United and Air Wisconsin;

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market perceptions and speculation as to differences between the United capacity purchase agreement and the American capacity purchase agreement;

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the industry-wide pilot and mechanic shortages;

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future announcements regarding fleet strategy changes by major air carriers, including any decision to reduce or eliminate single class 50-seat aircraft;

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actual or anticipated fluctuations in our financial and operating results from period to period;

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actual or potential changes in economic conditions, including rising fuel and other commodity prices, currency exchange rate fluctuations, increasing interest rates, inflation, and changes in discretionary spending and consumer confidence;

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the impact of the COVID-19 pandemic or other pandemics and widespread outbreaks of communicable diseases on passenger demand for air travel, consumer behavior and tourism;

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the repayment, restructuring or refinancing of Air Wisconsin’s debt obligations and our actual or perceived need for additional capital;

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market perceptions about our financial stability and the financial stability of Air Wisconsin’s business partners;

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market perceptions regarding Air Wisconsin’s operating performance, reliability and customer service, and the operating performance, reliability and customer service of its business partners and competitors;

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factors and perceptions impacting the airline industry generally, including future passenger demand for air travel;

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announcements of significant contracts, acquisitions or divestitures by us or Air Wisconsin’s competitors;

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bankruptcies or other financial issues impacting Air Wisconsin’s business partners or competitors;

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threatened or actual litigation and government investigations;

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changes in the regulatory environment impacting Air Wisconsin’s business and industry;

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purchases or sales of shares of Harbor’s common stock pursuant to Harbor’s publicly announced stock repurchase program or otherwise;

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the illiquidity of Harbor’s common stock;

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speculative trading practices of Harbor’s stockholders and other market participants;

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perceptions about securities that are traded on the OTC Market;

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the impact of the application of accounting guidance; and

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actual or potential changes in political conditions, including wars, outbreak of hostilities, terrorism, or government sanctions.

In recent years, the stock market has experienced significant price and volume fluctuations. This volatility has had a significant impact on the market price of securities issued by companies across industries. These changes may occur without regard to the financial condition or operating performance of the affected companies. Accordingly, the price of Harbor’s common stock could fluctuate based upon factors that have little or nothing to do with Harbor, and these fluctuations could materially reduce the trading price of Harbor’s common stock.

The concentration of ownership of Harbor’s capital stock among a small number of stockholders could allow such stockholders to exert significant influence over the Company’s business plans and strategic objectives, control all matters submitted to Harbor’s stockholders for approval, or deter a change in control transaction, any of which could negatively affect the trading price or trading volume of its common stock.

As of June 30, 2023, Harbor had 43,830,036 shares of common stock outstanding. As of the same date, Amun LLC (“Amun”) held 20,000,000 shares of Harbor’s common stock, representing approximately 33.2% of the fully diluted shares of capital stock of Harbor, and Southshore Aircraft Holdings, LLC, through its affiliates (together, “Southshore”), held shares of Harbor’s Series C Convertible Redeemable Preferred Stock (“Series C Preferred”), which are immediately convertible into 16,500,000 shares of common stock, representing approximately 27.3% of the fully diluted shares of capital stock of Harbor (in each case assuming the full conversion of the Series C Preferred into common stock).

The shares of Series C Preferred are generally authorized to vote with Harbor’s common stock. As a result, Amun and Southshore collectively control a majority of the voting power of Harbor’s outstanding capital stock and, therefore, are able to exercise significant influence over the establishment and implementation of the Company’s business plans and strategic objectives, as well as to control all matters submitted to Harbor’s stockholders for approval. These stockholders may manage the Company’s business in ways with which certain investors may disagree and may be adverse to their interests. This concentration of ownership may also have the effect of delaying, deterring or preventing a change in control transaction, depriving Harbor’s stockholders of an opportunity to receive a premium for their investment, or otherwise negatively affecting the trading price or trading volume of Harbor’s common stock.

Mr. Bartlett, one of Harbor’s directors, may be deemed to be the beneficial owner of the shares of Harbor’s common stock held by Amun due to his status as a member of the board of managers of Amun and his ownership of equity interests in Amun. In addition, Mr. Bartlett may be deemed to be the beneficial owner of the shares of the Series C Preferred held by Southshore due to his status as a member of the board of managers of Southshore and his ownership of equity interests in Southshore. Accordingly, Mr. Bartlett may be able to exercise influence over decisions involving the voting or disposition of shares of Harbor’s capital stock. However, Mr. Bartlett does not control voting or investment decisions made by either Amun or Southshore.

Harbor may suspend its obligation to comply with SEC filing requirements in future periods and thereby cease filing reports and other information with the SEC, which could have the effect of reducing the trading volume and trading price of Harbor’s common stock.

In February 2012, Harbor’s predecessor, Harbor Biosciences, Inc., filed a Form 15 with the SEC to deregister its common stock pursuant to Section 12(g) of the Exchange Act. The filing of the Form 15 had the effect of suspending Harbor’s obligation, pursuant to Section 15(d) of the Exchange Act, to file reports and other information with the SEC. As a result, prior to the filing of our Annual Report on Form 10-K for the year ended December 31, 2019, the last periodic report filed by Harbor was the Annual Report on Form 10-K for the year ended December 31, 2011. As of January 1, 2020, Harbor no longer met the eligibility criteria under Rule 12h-3 of the Exchange Act to suspend its reporting obligations under Section 15(d) of the Exchange Act, requiring Harbor to resume filing reports and other information with the SEC pursuant to the Exchange Act.

The Company has incurred, and expects to continue to incur, significant direct and indirect costs, and diversion of management’s time and resources, as a result of the requirement to comply with certain reporting obligations under the Exchange Act, including those incurred in connection with the preparation and filing of Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, the audit of the consolidated financial statements contained within its Annual Reports in accordance with SEC rules and Public Company Accounting Oversight Board (United States) standards, and compliance with certain provisions of the Sarbanes-Oxley Act of 2002 (“SOX”).

Harbor would again become eligible to suspend its public reporting obligations if it: (i) determines in accordance with applicable SEC rules it has fewer than 300 stockholders of record as of certain points in time, (ii) does not file registration statements pursuant to the Securities Act (which it does not currently intend to do), and (iii) meets certain other requirements under applicable SEC rules. If Harbor becomes eligible to suspend its public reporting obligations in future periods, it may elect to take the actions necessary to suspend those obligations, which would result in Harbor no longer being required to file SEC reports. If Harbor ceases filing reports and other information with the SEC, it would significantly reduce the amount of publicly available information about the Company and its business and operations, which could have the effect of reducing the trading volume and price of Harbor’s common stock.

Further, notwithstanding that Harbor is currently required to file certain reports and information with the SEC pursuant to Section 15(d) of the Exchange Act, Harbor does not have a class of securities registered pursuant to Section 12 of the Exchange Act. As a result, Harbor is not required to comply with, and does not intend to follow, certain disclosure requirements typically applicable to public reporting companies, including the requirement to file proxy statements, information statements, tender offer disclosures, and beneficial ownership filings. Accordingly, there may be significantly less information available about the Company, including its governance policies and ownership structure, than is available for other public reporting companies, which could have the effect of further reducing demand for Harbor’s common stock and the trading price.

Provisions in Harbor’s governing documents and the American capacity purchase agreement might deter acquisition bids, which could adversely affect the value of Harbor’s common stock.

Harbor’s amended and restated certificate of incorporation, as amended, and amended and restated bylaws, as amended, contain provisions that, among other things:

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prohibit the transfer of any shares of Harbor’s capital stock that would result in: (i) any person or entity becoming a “Five-Percent Stockholder” (as defined under Treasury Regulation Section 1.382-T(g)) of Harbor’s then- outstanding capital stock, or (ii) an increase in the percentage ownership of any person or entity who is already a “Five-Percent Stockholder” of Harbor’s then-outstanding capital stock;

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authorize the board of directors, without stockholder approval, to authorize and issue preferred stock with powers, preferences and rights that may be senior to Harbor’s common stock, that could dilute the interest of, or impair the voting power of, holders of Harbor’s common stock and could also have the effect of discouraging, delaying or preventing a change of control;

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establish advance notice procedures that stockholders must comply with in order to nominate candidates to the board of directors and propose matters to be brought before an annual or special meeting of Harbor’s stockholders, which may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of the Company;

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give the board of directors exclusive authority to set the number of directors and increase or decrease the number of directors by one or more resolutions, which may prevent stockholders from being able to fill vacancies on the board of directors;

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authorize a majority of the board of directors to appoint a director to fill a vacancy created by the expansion of the board of directors or the resignation, death, or removal of a director, which may prevent stockholders from being able to fill vacancies on the board of directors; and

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restrict the ability of stockholders to call special meetings of stockholders.

In addition, the American capacity purchase agreement provides that certain changes of control of Air Wisconsin give American the right to terminate the agreement.

These provisions may have the effect of delaying or preventing a change in control of the Company, creating a perception that a change in control cannot occur, or otherwise discouraging takeover attempts that some stockholders may consider beneficial, any of which could also adversely affect the trading price of Harbor’s common stock.

Harbor’s amended and restated certificate of incorporation, as amended, and amended and restated bylaws, as amended, limit certain transfers of Harbor’s stock in order to preserve Harbor’s ability to use net operating loss carryforwards, which could adversely affect the trading price of its common stock.

To reduce the risk of a potential adverse effect on Harbor’s ability to use net operating loss carryforwards for federal income tax purposes, Harbor’s amended and restated certificate of incorporation, as amended, and amended and restated bylaws, as amended, prohibit certain transfers of shares of Harbor’s capital stock that could result in adverse tax consequences by impairing Harbor’s ability to utilize net operating loss carryforwards. These transfer restrictions are subject to a number of rules and exceptions, and generally may only be repealed or amended by the affirmative vote of the holders of at least two-thirds of the outstanding shares of Harbor’s capital stock. These transfer restrictions apply to the beneficial owners of the shares of Harbor’s capital stock. The transfer restrictions contained in Harbor’s amended and restated certificate of incorporation, as amended, and amended and restated bylaws, as amended, may limit demand for Harbor’s common stock, which may adversely affect the trading price. In addition, this limitation may have the effect of delaying or preventing a change in control of the Company, creating a perception that a change in control cannot occur, or otherwise discouraging takeover attempts that some stockholders may consider beneficial.

Harbor currently does not intend to pay dividends on its common stock and, consequently, the only opportunity to achieve a return on an investment in Harbor’s common stock may be the appreciation in value of Harbor’s common stock.

Harbor has not historically paid dividends on shares of its common stock and does not expect to pay dividends in the foreseeable future. Air Wisconsin’s credit agreements contain restrictions that limit Air Wisconsin’s ability to pay dividends to Harbor. Any future determination by Harbor to pay dividends will be at the discretion of the board of directors and will depend on our results of operations, financial condition, capital requirements, restrictions contained in current or future credit agreements or capacity purchase agreements (or similar agreements), business prospects and such other factors as the board of directors deems relevant. Consequently, investors should consider that their only opportunity to achieve a positive return on their investment in Harbor’s common stock may be the appreciation in value of the common stock. However, as a result of numerous risks and uncertainties described in this Quarterly Report, the trading price may not appreciate and may decline significantly.

As a “smaller reporting company,” Harbor has availed itself of reduced disclosure requirements, which may make Harbor’s common stock less attractive to investors.

Harbor is a “smaller reporting company” under applicable SEC rules and regulations, and it will continue to be a “smaller reporting company” for so long as either: (i) the market value of Harbor’s common stock held by non-affiliates as of the end of its most recently completed second quarter is less than $250 million or (ii) the market value of Harbor’s common stock held by non-affiliates is less than $700 million and the annual revenues of Harbor are less than $100 million during the most recently completed fiscal year. Because Amun and Southshore collectively hold a significant percentage of the fully diluted shares of capital stock of Harbor, it would require a significant increase in the market value of Harbor’s common stock for Harbor to no longer qualify as a “smaller reporting company.”

As a “smaller reporting company,” Harbor has relied on exemptions from certain disclosure requirements that are applicable to other public reporting companies. These exemptions include reduced financial disclosure and disclosure regarding executive compensation. Investors may find Harbor’s common stock less attractive because it relies on these exemptions, which could lead to a less active trading market for Harbor’s common stock and negatively impact the trading price.

Complying with the requirements of public reporting companies under the Exchange Act, including the requirement for management to assess our disclosure controls and procedures and internal control over financial reporting, could increase our operating costs and divert management’s attention from executing our business strategy.

We are subject to the reporting requirements of Section 15(d) of the Exchange Act, which requires, among other things, that we file annual, quarterly, and current reports with the SEC with respect to our business, financial condition and results of operations. In addition, pursuant to SOX, we are required to assess the effectiveness of our disclosure controls and procedures and our internal control over financial reporting. Compliance with these various reporting and compliance obligations has substantially increased our legal and financial compliance costs and increased demands on our management team. Significant additional resources and management oversight may be required to maintain and, as required, enhance our disclosure controls and procedures and internal control over financial reporting, which could have an adverse impact on our business and operating results. Further, Harbor’s status as a public reporting company and the risks associated with being a public reporting company, could make it more difficult for us to attract and retain qualified members of the board of directors and executive officers, and it may increase the cost of their services.

We could identify material weaknesses or significant deficiencies in future periods.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements would not be prevented or detected on a timely basis. We cannot be certain that we will be successful in identifying, preventing or remediating future material weaknesses or significant deficiencies in internal control over financial reporting, which failure could result in material misstatements of our annual or interim consolidated financial statements. Any such misstatements of our financial statements could lead to restatements of our financial statements, which could result in an adverse impact to our financial results and a decline in the trading price of Harbor’s common stock.

Stock repurchases could increase the volatility of the trading price of Harbor’s common stock, and we cannot guarantee that our stock repurchase program will enhance long-term stockholder value.

The board of directors has adopted a stock repurchase program pursuant to which Harbor may repurchase shares of its common stock from time to time. From the inception of the program through June 30, 2023, Harbor has purchased approximately 11.0 million shares of its common stock pursuant to the program. Although the board of directors has authorized the repurchase program, and Harbor has completed the purchase of shares of common stock, it does not obligate us to repurchase any additional dollar amount or number of shares, and the program may be modified, suspended or terminated at any time and for any reason. The additional number of shares to be repurchased, and the timing of any such repurchases, will depend on a number of factors, including the trading price of the common stock, the Company’s financial performance and liquidity position, general market conditions, applicable legal requirements and other factors. Our ability to repurchase shares may also be limited by restrictive covenants in future borrowing arrangements or capacity purchase agreements (or similar agreements) we may enter into from time to time. Repurchases of Harbor’s common stock could increase the volatility of the trading price and reduce the trading volume of the common stock, either of which could have a negative impact on the trading price. Similarly, the future announcement of the termination or suspension of the repurchase program, or our decision not to utilize the full authorized repurchase amount under the repurchase program, could result in a decrease in the trading price. There can be no assurance that any repurchases we do elect to make will enhance stockholder value because the market price of Harbor’s common stock may decline below the levels at which we repurchased shares. We cannot guarantee that the repurchase program will enhance long-term stockholder value.

Harbor may be at increased risk of securities class action and other litigation.

In the past, securities class action litigation has been instituted against companies following periods of volatility in the overall market and in the price of a company’s securities. If Harbor faces such litigation, it could result in substantial costs and a diversion of management’s attention and resources, which could harm our business, financial condition and results of operations. As a result of our compliance with Exchange Act reporting obligations, a significant amount of information regarding our business and operations, including our financial condition and operating results, is publicly available, which may result in threatened or actual litigation or other disputes with our stockholders, employees or other constituents. If such claims are successful, our business and results of operations could suffer and, even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources of our management and harm our business, financial condition and results of operations.

If securities or industry analysts do not publish reports about our business, an active trading market for Harbor’s common stock may not develop.

The extent of any trading market for Harbor’s common stock will depend, in part, on any research and reports that securities or industry analysts publish about us or our business. Analyst coverage of the Company is limited and does not appear to be consistently produced, and investors should not purchase Harbor’s common stock with the expectation that we will have analyst coverage, or that an active trading market for Harbor’s common stock will be developed or sustained.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

On March 30, 2021, the board of directors adopted a stock repurchase program pursuant to which Harbor was initially authorized to repurchase up to $1.0 million of shares of its common stock during the first calendar month of the program, subject to an automatic increase of $1.0 million per calendar month thereafter. The number of shares to be repurchased, and the timing of any such repurchases, depends on a number of factors, including the trading price of the common stock, the Company’s financial performance and liquidity position, general market conditions, applicable legal requirements and other factors. Repurchases may be affected through open market transactions, privately negotiated transactions, or any other lawful means. Harbor may, but is not required to, effect repurchases under a trading plan adopted pursuant to Rule 10b5-1 under the Exchange Act, or subject to Rule 10b-18 under the Exchange Act. Harbor is not obligated under the program to acquire any particular number or value of shares and can suspend or terminate the program at any time.

No “affiliated purchaser” of Harbor acquired any shares of Harbor’s equity securities during the three months ended June 30, 2023.

Below is a summary of Harbor’s stock repurchase activity during the three months ended June 30, 2023:


Period	Total number of shares repurchased⁽¹⁾		Average price paid per share		Dollar value of shares repurchased⁽²⁾		Approximate dollar value of shares remaining available under stock repurchase program
April 1 – April 30, 2023		219,332	$	2.14	$	470,435	$	6,234,407
May 1 – May 31, 2023		440,572	$	2.27	$	999,974	$	6,234,433
June 1 – June 30, 2023		260,046	$	2.27	$	591,022	$	6,643,411

Total		919,950	$	2.24	$	2,061,431

(1)

All of the reported shares were repurchased pursuant to Harbor’s publicly announced stock repurchase program. In addition, all of the reported shares were purchased pursuant to a trading plan adopted pursuant to Rule 10b5-1 under the Exchange Act and in compliance with Rule 10b-18 under the Exchange Act.

(2)	These amounts do not reflect the 1% federal corporate stock repurchase excise tax, which went into effect in January 2023, once repurchases exceed $1.0 million.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosure

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

Incorporated by Reference

Exhibit

Number

Exhibit Description

Form

File

No.

Exhibit

Filing

Date

Provided
Herewith

31.1*

Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*

Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**

Certifications of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS

Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).

101.SCH

Inline XBRL Taxonomy Extension Schema Document.

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*	Filed herewith.

The certifications attached as Exhibit 32.1 accompany this Quarterly Report on Form 10-Q pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of SOX, shall not be deemed “filed” by the registrant for purposes of Section 18 of the Exchange Act, and shall not be incorporated by reference into any of the registrant’s filings under the Securities Act or the Exchange Act, whether made before or after the date of this Quarterly Report, irrespective of any general incorporation language contained in any such filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	HARBOR DIVERSIFIED, INC.

Date: August 14, 2023	By:	/s/ Christine R. Deister
		Christine R. Deister
		Chief Executive Officer and Secretary
		Harbor Diversified, Inc.
		(Principal Executive Officer)

Date: August 14, 2023	By:	/s/ Liam Mackay
		Liam Mackay
		Chief Financial Officer Air Wisconsin Airlines LLC
		(Principal Financial Officer)

Date: August 14, 2023	By:	/s/ Gregg Garvey
		Gregg Garvey
		Senior Vice President, Chief Accounting Officer and Treasurer
		Air Wisconsin Airlines LLC
		(Principal Accounting Officer)