UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

(Mark one) FORM 10-K

[X]

FORM 10-K
(Mark one)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscalfiscal year endedMarch 31, 20192022

or

[ ]

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

For the transition period fromto

Commission filefile number001-35476
Air T, Inc.

Air T, Inc.


(Exact name of registrant as specifiedspecified in its charter)

Delaware52-1206400
Delaware52-1206400
State or other jurisdiction of(I.R.S. Employer
incorporation or organizationIdentificationIdentification No.)

5930 Balsom Ridge Road, Denver, North Carolina28037    
(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code(828) 464-8741


5930 Balsom Ridge Road, Denver, North Carolina 28037
(Address of principal executive offices, including zip code)
(828) 464 – 8741
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading


Symbol(s)


Name of each exchange on which registered

Common stock, par value $0.25 per share

Stock

AIRT

The NASDAQ Stock Market

Alpha Income Preferred Securities (also referred to as 8% Cumulative Capital Securities) ("AIP")*AIRTPNASDAQ Stock Market
*Issued by Air T Funding

Securities registered pursuant to section 12(g) of the Act:

None


(Title of class)


Indicate by check mark if the registrant is a well-known seasoned issuer, as defineddefined in Rule 405 of the Securities Act.
Yes [  ] No [X]

Indicate by check mark if the registrant is not required to filefile reports pursuant to Section 13 or Section 15(d) of the Act.
Yes [  ] No [X]


Indicate by check mark whether the registrant (1) has filedfiled all reports required to be filedfiled 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 filefile such reports), and (2) has been subject to such filingfiling requirements for the past 90 days.

Yes [X] 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)files).
Yes [X] No [  ]




Indicate by check mark whether the registrant is a large accelerated filer,filer, an accelerated filer,filer, a non-accelerated filer,filer, a smaller reporting company, or an emerging growth company. See the definitionsdefinitions of “large accelerated filer,filer,” “accelerated filer,filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer [  ]FilerAccelerated filer              [  ]Filer              
Non-accelerated filer [X]FilerSmaller reporting company [X]
Emerging growth company [  ]

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

☐.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the
effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐.
Indicate by check mark whether the registrant is a shell company (as defineddefined in Rule 12b-2 of the Act).
Yes [  ] No [X]


The aggregate market value of voting stockand non-voting common equity held by non-affiliates of the registrant as of September 30, 20182021 (the last business day of the registrant’s most recently completed second fiscal quarter) based upon the closing price of the common stock on September 30, 20182021 was approximately $34,166,000. As$29,663,000.

Indicate the number of May 31, 2019, 2,022,637 shares outstanding of each of the issuer's classes of common stock, were outstanding.

as of the latest practicable date.

Common StockCommon Shares, par value of $.25 per share
Outstanding Shares at May 31, 20222,866,418

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Company’s definitive proxy statement for its 20192022 annual meeting of stockholders to be filed within 120 days of the registrant's fiscal year end are incorporated by reference into Part III of this Form 10-K.


2



AIR T, INC. AND SUBSIDIARIES

20192022 ANNUAL REPORT ON FORM 10-K

TABLE OF CONTENTS

Page

PART I

Page

Item 1.

Business

      4

Risk Factors

    10

Properties

    21

Item 3.

1B.

Legal Proceedings

    22

    22

22

Selected Financial Data

[Reserved]

    23

    23

Item 7A.

    29

    67

    67

    68

Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

PART III

    68

    69

69

    69

    69

    69

    76

Interactive Data Files



3



PART I

Item 1.    Business.     

Air T, Inc. (the “Company,” “Air T,” “we” or “us” or “our”) is a holding company with a portfolio of operating businesses and financial assets. Our goal is to prudently and strategically diversify Air T’s earnings power and compound the growth in its free cash flow per share over time.

We currently operate in sixfour industry segments:

Overnight air cargo, which operates in the air express delivery services industry;

Ground equipment sales, which manufactures and provides mobile deicers and other specialized equipment products to passenger and cargo airlines, airports, the military and industrial customers;

Ground support services, which provides ground support equipment maintenance and facilities maintenance services to domestic airlines and aviation service providers across the United States;

Commercial aircraft, engines and parts, which manages and leases aviation assets; supplies surplus and aftermarket commercial jet engine components; provides commercial aircraft disassembly/part-out services; commercial aircraft parts sales; procurement services and overhaul and repair services to airlines and commercial aircraft companies;

Printing equipment and maintenance, which designs, manufactures and sells advanced digital print production equipment and provides maintenance services to commercial customers; and

Corporate and other, which acts as the capital allocator and resource for other segments.

Overnight air cargo, which operates in the air express delivery services industry;
Ground equipment sales, which manufactures and provides mobile deicers and other specialized equipment products to passenger and cargo airlines, airports, the military and industrial customers;
Commercial jet engines and parts, which manages and leases aviation assets; supplies surplus and aftermarket commercial jet engine components; provides commercial aircraft disassembly/part-out services; commercial aircraft parts sales; procurement services and overhaul and repair services to airlines and;
Corporate and other, which acts as the capital allocator and resource for other consolidated businesses. Further, Corporate and other is also comprised of insignificant businesses that do not pertain to other reportable segments.
Acquisitions
Wolfe Lake HQ, LLC. On December 2, 2021, the Company, through its wholly-owned subsidiary Wolfe Lake HQ, LLC ("Wolfe Lake"), completed the purchase of the real estate located at 5000 36th Street West, St. Louis Park, Minnesota for $13.2 million pursuant to the real estate purchase agreement with WLPC East, LLC, a Minnesota limited liability company dated October 11, 2021. The real estate purchased consists of a 2-story office building, asphalt-paved driveways and parking areas, and landscaping. The building was constructed in 2004 and contains an estimated 54,742 total square feet of space. Air T's Minnesota executive office is currently located in the property. With this purchase, the Company assumed 11 leases from existing tenants occupying the building. Wolfe Lake HQ, LLC is included within the Corporate and other segment. See Note 2 of Notes to Consolidated Financial Statements included under Part II, Item 8 of this report.
GdW Beheer B.V. On February 10, 2022, the Company acquired GdW Beheer B.V. ("GdW"), a Dutch holding company in the business of providing global aviation data and information for EUR 12.5 million. The acquisition was completed through a wholly-owned subsidiary of the Company, Air T Acquisition 22.1, LLC ("Air T Acquisition 22.1", “Subsidiary”), a Minnesota limited liability company, through its Dutch subsidiary, Shanwick B.V. ("Shanwick"), and was funded with cash, investment by executive management of the underlying business, and the loans described in Note 14 of Notes to Consolidated Financial Statements included under Part II, Item 8 of this report. As part of the transaction, the executive management of the underlying business purchased 30% of Shanwick. Air T Acquisition 22.1 and its consolidated subsidiaries are included within the Corporate and other segment. See Note 2 of Notes to Consolidated Financial Statements included under Part II, Item 8 of this report.
Unconsolidated Investments
On May 5, 2021, the Company helped form an aircraft asset management business called Contrail Asset Management, LLC (“CAM”), and an aircraft capital joint venture called Contrail JV II LLC (“CJVII”). The Company and Mill Road Capital (“MRC”) agreed to become common members in CAM. CAM serves two separate and distinct functions: 1) to direct the sourcing, acquisition and management of aircraft assets owned by CJVII (“Asset Management Function”), and 2) to directly invest into CJVII alongside other institutional investment partners (“Investment Function”). For the Asset Management Function, CAM receives origination fees, management fees, consignment fees (where applicable) and a carried interest. For its Investment Function, CAM has an initial commitment to CJVII of approximately $53.0 million, which is comprised of an $8.0 million initial commitment from the Company and an approximately $45.0 million initial commitment from MRC. Any investment returns are shared pro-rata between the Company and MRC. See Note 24 of Notes to Consolidated Financial Statements included under Part II, Item 8 of this report.
The Company also has ownership interests in Insignia Systems, Inc. ("Insignia") and Cadillac Casting, Inc. ("CCI"). The operations of these companies are not consolidated into the operations of the Company. See Note 10 of Notes to Consolidated Financial Statements included under Part II, Item 8 of this report.
Each business segment has separate management teams and infrastructures that offer different products and services. We evaluate the performance of our business segments based on operating income.

income (loss) and Adjusted EBITDA.

Discontinued Operations

On September 30, 2019, the Company completed the sale of Global Aviation Services, LLC ("GAS"). The results of operations of GAS are reported as discontinued operations in the condensed consolidated statements of operations for the year ended
4


March 31, 2021. Unless otherwise indicated, the disclosures accompanying the condensed consolidated financial statements reflect the Company's continuing operations.

Certain financial data with respect to the Company’s segmentsgeographic areas and geographic areassegments is set forth in Notes 2321 and 2422 of Notes to Consolidated Financial Statements included under Part II, Item 8 of this report.

Air T was incorporated under the laws of the State of Delaware in 1980. The principal place of business of Air T and Mountain Air Cargo, Inc. (“MAC”) and Air T Global Leasing, LLC (“ATGL”) is 5930 Balsom Ridge Road, Denver, North Carolina, theCarolina. The principal place of business of CSA Air, Inc. (“CSA”) is Iron Mountain, Michigan, theMichigan. The principal place of business for Global Ground Support, LLC (“GGS”) is Olathe, Kansas, the principal place of business for Global Aviation Services, LLC (“GAS”) is Eagan, Minnesota, theKansas. The principal place of business of Delphax Technologies, Inc (“Delphax”) is Minneapolis, Minnesota, theMinnesota. The principal place of business for Delphax Solutions, Inc. (“DSI”) is Mississauga, Canada. The principal place of business of Contrail Aviation Support, LLC (“Contrail Aviation”Contrail”) is Verona, Wisconsin, theWisconsin. The principal place of business of Airco,AirCo, LLC, AirCo 1, LLC, AirCo 2, LLC and AirCo Services, LLC (Collectively, AirCo”(collectively, "AirCo”) and Worthington Aviation, LLC (“Worthington”) is Wichita, Kansas, theEagan, Minnesota. The principal place of business of Jet Yard, LLC (“Jet Yard”) and Jet Yard Solutions, LLC ("Jet Yard Solutions") is Marana, Arizona, the principal place of business for BCCM Inc. (“BCCM”) is Minneapolis, Minnesota, theArizona. The principal place of business of Worthington Aviation Parts, Inc. (“Worthington”)Wolfe Lake is Eagan, Minnesota, and theMinneapolis, Minnesota. The principal place of business of Ambry Hill Technologies, LLC (“AHT”)GdW is Minneapolis, Minnesota. Amsterdam, the Netherlands.
We maintain an Internet website at http://www.airt.net and our SEC filings may be accessed through links on our website. The information on our website is available for information purposes only and is not incorporated by reference in this Annual Report on Form 10-K.

Acquisitions.

AirCo.     On May 2, 2017 and June 1, 2017, our newly formed subsidiaries, AirCo, LLC and AirCo Services, LLC (collectively, “AirCo”) acquired the inventory and principal business assets, and assumed specified liabilities, of Aircraft Instrument and Radio Company, Incorporated, and Aircraft Instrument and Radio Services, Inc. (collectively, the “AirCo Sellers”). The acquired business, which is based in Wichita, Kansas, distributes and sells airplane and aviation parts and maintains a license under Part 145 of the regulations of the Federal Aviation Administration. The consideration paid for the acquired business was $2,400,000.

TFS Partners LLC. On June 7, 2017, Space Age Insurance Company (“SAIC”) invested $500,000 for a 40% interest in TFS Partners LLC (“TFS Partners”), a single-purpose investment entity organized by SAIC and other investors, for the purpose of making an investment in a limited liability company, The Fence Store LLC (“Fence Store LLC”), organized for the purpose of acquiring substantially all of the assets of The Fence Store, Inc. (“Fence Store Inc.”). TFS Partners acquired a 60% interest in Fence Store LLC, which has completed the purchase of substantially all of the assets of Fence Store Inc. Prior to this transaction, Fence Store Inc. operated a business under the tradename “Town and Country Fence” selling and installing residential and commercial fencing in the greater Twin Cities, Minnesota area. Fence Store LLC intends to continue this business.


Blue Clay Capital Management, LLC. On December 15, 2017, BCCM, a newly-formed, wholly-owned subsidiary of the Company, completed the acquisition of Blue Clay Capital Management, LLC (“Blue Clay Capital”). In connection with the transaction, BCCM acquired the assets of, and assumed certain liabilities of Blue Clay Capital. Blue Clay Capital, BCCM, BCCM Advisors, LLC (“BCCM Advisors”), wholly-owned subsidiaries of BCCM purchased the general partnership interests in certain investment funds previously managed by Blue Clay Capital for a purchase price equal to $227,000. Upon acquisition of each of the general partnership interests, BCCM Advisors was admitted as the general partner of each fund.

Worthington Aviation Parts, Inc. On May 4, 2018, Air T, Inc. completed the acquisition of substantially all of the assets and assumed certain liabilities of Worthington, pursuant to the Asset Purchase Agreement dated as of April 6, 2018, by and among the Company, Worthington, and Churchill Industries, Inc., as guarantor of Worthington’s obligations as disclosed in the Asset Purchase Agreement. Worthington is primarily engaged in the business of operating, distributing and selling airplane and aviation parts along with repair services. The Company agreed to acquire the assets and liabilities in exchange for payment to Worthington of $50,000 as earnest money upon execution of the Agreement and a cash payment of $3,300,000 upon closing. 

Ambry Hill Technologies, LLC. On July 31, 2018, the Company purchased 100% of the outstanding common units of AHT for $50,000. AHT offers the aviation business community technology to help manage high volumes of request for quotes for aircraft part purchases. Subsequent to the acquisition, AHT is accounted for as a wholly-owned subsidiary of the Company.

Overnight Air Cargo.

The Company’s Overnight Air Cargo segment is operated through MAC and CSA. MAC and CSA have a relationship with FedEx spanning over 3540 years and represent two of seven companies in the U.S. that have North American feeder airlines under contract with FedEx. MAC and CSA operate and maintain Cessna Caravan, ATR-42 and ATR-72 aircraft that fly daily small-package cargo routes throughout the eastern United States and upper Midwest.Midwest, and in the Caribbean. MAC and CSA’s revenues are derived principally pursuant to “dry-lease” service contracts with FedEx.

In these “dry- lease" contracts, FedEx provides the aircraft while MAC and CSA provide their own crew and exercise operational control of their flights.


On June 1, 2015,2021, MAC and CSA entered into new dry-lease agreements with FedEx which together cover all of the aircraftsaircraft operated by MAC and CSA and replaced all prior dry-lease service contracts.  These dry-lease agreements provide for the lease of specified aircraft by MAC and CSA in return for the payment of monthly rent with respect to each aircraft leased, which monthly rent was increased from the prior dry-lease service contracts to reflectreflected an estimate of a fair market rental rate.  These dry-lease agreements provide that FedEx determines the type of aircraft and schedule of routes to be flown by MAC and CSA, with all other operational decisions made by MAC and CSA, respectively.  The current dry-lease agreements provide for the reimbursement by FedEx of MAC and CSA’s costs by FedEx, without mark up, incurred in connection with the operation of the leased aircraft for the following: fuel, landing fees, third-party maintenance, parts and certain other direct operating costs. 

OnThe current dry-lease agreement was most recently renewed on June 1, 2016, the current dry-lease agreements were amended2021 and is set to extend the expiration date to Mayexpire on August 31, 2020.2026. The dry-lease agreements may be terminated by FedEx or MAC and CSA, respectively, at any time upon 90 days’ written notice and FedEx may at any time terminate the lease of any particular aircraft thereunder upon 10 days’ written notice. In addition, each of the dry-lease agreements provides that FedEx may terminate the agreement upon written notice if 60% or more of MAC or CSA’s revenue (excluding revenues arising from reimbursement payments under the dry-lease agreement) is derived from the services performed by it pursuant to the respective dry-lease agreement, FedEx becomes MAC or CSA’s only customer, or MAC or CSA employs fewer than six employees. As of the date of this report, FedEx would be permitted to terminate each of the dry-lease agreements under this provision. The Company believes that the short-term nature of its agreements with FedEx is standard within the airfreight contract delivery service industry, where performance is measured on a daily basis.


As of March 31, 2019,2022, MAC and CSA had an aggregate of 7972 aircraft under its dry-lease agreements with FedEx.  Included within the 7972 aircraft, 62 Cessna Caravan aircraftsaircraft are considered soft-parked. Soft-parked aircraft remain covered under our agreements with FedEx although at a reduced administrative fee compared to aircraft that are in operation.  MAC and CSA continue to perform maintenance on soft-parked aircraft, but they are not crewed and do not operate on scheduled routes.

Revenues from MAC and CSA’s contracts with FedEx accounted for approximately 29%41% and 38%37% of the Company’s consolidated revenue for the fiscal years ended March 31, 20192022 and 2018,2021, respectively. The loss of FedEx as a customer would have a material adverse effect on the Company. FedEx has been a customer of the Company since 1980. MAC and CSA are not contractually precluded from providing services to other parties and MAC occasionally provides third-party maintenance services to other airline customers and the U.S. military.


MAC and CSA operate under separate aviation certifications. MAC is certified to operate under Part 121, Part 135 and Part 145 of the regulations of the FAA. These certifications permit MAC to operate and maintain aircraft that can carry a maximum cargo capacity of 7,500 pounds on the Cessna Caravan 208B under Part 135 and a maximum cargo capacity of 14,000 pounds for the ATR-42 and 17,800 pounds for the ATR-72 aircraft under Part 121. CSA is certified to operate and maintain aircraft under Part 135 of the FAA regulations. This certification permits CSA to operate aircraft with a maximum cargo capacity of 7,500 pounds.


5


MAC and CSA, together, operated the following FedEx-owned cargo aircraft as of March 31, 2019:

Type of Aircraft

 

Model Year

 

Form of Ownership

 

Number

of

Aircraft

Cessna Caravan 208B (single turbo prop)

 

1985-1996

 

Dry lease

 

61

ATR-42 (twin turbo prop)

 

1992

 

Dry lease

 

9

ATR-72 (twin turbo prop)

 

1992

 

Dry lease

 

9

       
      

79

2022:


Type of AircraftModel YearForm of OwnershipNumber
of
Aircraft
Cessna Caravan 208B (single turbo prop)1985-1996Dry lease54 
ATR-42 (twin turbo prop)1992Dry lease
ATR-72 (twin turbo prop)1992Dry lease
72 
The Cessna Caravan 208B aircraft are maintained under an FAA Approved Aircraft Inspection Program (“AAIP”). The inspection intervals range from 100 to 200 hours. The current engine overhaul period on the Cessna aircraft is 8,000 hours.


The ATR-42 and ATR-72 aircraft are maintained under a FAA Part 121 continuous airworthiness maintenance program. The program consists of A and C service checks as well as calendar checks ranging from weekly to 12 years in duration. The engine overhaul period is 6,000 hours.


MAC and CSA operate in a niche market within a highly competitive contract cargo carrier market. MAC and CSA are two of sevennine carriers that operate within the United States as FedEx feeder carriers. MAC and CSA are benchmarked against the other five FedEx feeders based on safety, reliability, compliance with federal, state and applicable foreign regulations, price and other service-related measurements. The Company believes accurate industry data is not available to indicate the Company’s position within its marketplace (in large measure because all of the Company’s direct competitors are privately held), but management believes that MAC and CSA, combined, constitute the largest contract carrier of the type described immediately above.

described.


FedEx conducts periodic audits of MAC and CSA, and these audits are an integral part of the relationship between the carrier and FedEx. The audits test adherence to the dry-lease agreements and assess the carrier’s overall internal control environment, particularly as related to the processing of invoices of FedEx-reimbursable costs. The scope of these audits typically extends beyond simple validation of invoice data against the third-party supporting documentation. The audit teams generally investigate the operator’s processes and internal control procedures. The Company believes satisfactory audit results are critical to maintaining its relationship with FedEx. The audits conducted by FedEx are not designed to provide any assurance with respect to the Company’s consolidated financial statements, and investors, in evaluating the Company’s consolidated financial statements, should not rely in any way on any such examination of the Company or any of its subsidiaries.


The Company’s overnight air cargo operations are not materially seasonal.

GroundEquipment Sales.

Sales.

GGS is located in Olathe, Kansas and manufactures, sells and services aircraft deicers and other specialized equipment sold to domestic and international passenger and cargo airlines, ground handling companies, the United States Air Force (“USAF”), airports and industrial customers. GGS’s product line includes aircraft deicers, scissor-type lifts, military and civilian decontamination units, flight-line tow tractors, glycol recovery vehicles and other specialized equipment. In the fiscal year ended March 31, 2019,2022, sales of deicing equipment accounted for approximately 76%88% of GGS’s revenues, compared to 77%94% in the prior fiscal year.


GGS designs and engineers its products. Components acquired from third-party suppliers are used in the assembly of its finished products. Components are sourced from a diverse supply chain. The primary components for mobile deicing equipment are the chassis (which is a commercial medium or heavy-duty truck), the fluid storage tank, a boom system, the fluid delivery system and heating equipment. The price of these components is influenced by raw material costs, principally high-strength carbon steels and stainless steel. GGS utilizes continuous improvements and other techniques to improve efficiencies and designs to minimize product price increases to its customers, to respond to regulatory changes, such as emission standards, and to incorporate technological improvements to enhance the efficiency of GGS’s products. Improvements have included the development of single operator mobile deicing units to replace units requiring two operators, a patented premium deicing blend system and a more efficient forced-air deicing system.


GGS manufactures five basic models of mobile deicing equipment with capacities ranging from 700 to 2,800 gallons. GGS also offers fixed-pedestal-mounted deicers. Each model can be customized as requested by the customer, including single operator configuration, fire suppressant equipment, open basket or enclosed cab design, a patented forced-air deicing nozzle, on-board glycol blending system to substantially reduce glycol usage, and color and style of the exterior finish. GGS also manufactures five models of scissor-lift equipment, for catering, cabin service and maintenance service of aircraft, and has developed a line of decontamination equipment, flight-line tow tractors, glycol recovery vehicles and other special purpose mobile equipment.

GGS competes primarily on the basis of the quality and reliability of its products, prompt delivery, service and price. The market for aviation ground service equipment is highly competitive andcompetitive. Certain of GGS' competitors may have substantially
6


greater financial resources than we do. These entities or investors may be able to accept more risk than the Company believes is in our best interest. In addition, the market for aviation ground services in the past has typically been directly related to the financial health of the aviation industry, weather patterns and changes in technology.


GGS’s mobile deicing equipment business has historically been seasonal, with revenues typically being lower in the fourth and first fiscal quarters as commercial deicers are typically delivered prior to the winter season. The Company has continued its efforts to reduce GGS’s seasonal fluctuation in revenues and earnings by broadening its international and domestic customer base and its product line.

In July 2009, GGS was awarded a new contract to supply deicing trucks to the USAF, which expired in July 2014. On May 15, 2014,October 2021, GGS was awarded a new contract to supply deicing trucks to the USAF. This agreement renewed GGS' original agreement with the USAF entered into in July 2009. Per the contract, expired on July 13, 2018.

LastGGS has to provide pricing that will be contractual for each one-year period within the years that the contract is awarded. Further, based upon volume of commercial items purchased during that year, GGS sold one deicer,there may be discounts calculated into the pre-production unit forpricing and are reflective of the ER 2875 model deicer undersubmitted pricing. With all option years expected to be executed by the government, this contract to the USAF under the above contract during the fiscal year ended March 31, 2018 and the unit was accepted by the USAF. This year, would expire on October 21, 2027.


GGS sold a total of 317 and 47 deicers under thisthe previous contract with the USAF including both GL 1800 and ER 2875 models to the USAF under the above contract during the fiscal yearyears ended March 31, 20192022 and March 31, 2021, respectively and all of the units were accepted by the USAF. Also, during this year, GGS has completedalready received confirmed orders of 18 deicers under the new agreement and delivered additionalcurrently expects delivery orders from the USAF forof both GL 1800 and ER 2875 models duringto begin in the firstsecond quarter of fiscal year 2020.

Ground Support Services.

GAS provides aircraft ground support equipment, fleet, and facility maintenance services. At March 31, 2019, GAS was providing ground support equipment, fleet, and facility maintenance services to more than 145 customers at approximately 85 North American airports.

Approximately 18% and 24%, respectively, of GAS’s revenues in the fiscal years ended March 31, 2019 and 2018, were derived from services under a contract with LSG SkyChefs. The LSG SkyChefs contract was renegotiated as of January 1, 2019 from a fixed rate contract to a time and materials contract. The new contract includes a 60-day termination clause for either party. In addition, approximately 23% of GAS’s revenues for the fiscal years ended March 31, 2019 and 2018, were derived from services under a contract with Delta Airlines. In December 2016, Delta awarded GAS a five-year contract at 28 locations in connection with their periodic request-for-proposal (RFP) process. Most significantly, GAS was awarded the maintenance of the baggage handling system and passenger boarding bridges for Delta’s hub operation at the Minneapolis-St. Paul airport. At March 31, 2019, GAS had over 130 technicians serving Delta in 40 locations.

GAS competes primarily on the basis of the quality, reliability and pricing of its services. The market for ground support equipment and airport facility maintenance services is highly competitive and directly related to the financial health of the aviation industry. GAS’s maintenance service business is not materially seasonal.

2023.


Commercial Aircraft,Jet Enginesand Parts.

Contrail Aviation Support and Jet Yard added(acquired during fiscal year 2017,2017), AirCo formed(formed in May 2017 to acquire the business of the AirCo Sellers, and2017), Worthington added(acquired in May 2018,2018), and Jet Yard Solutions (formed in January 2021) comprise the commercial aircraft,jet engines and parts segment of the Company’s operations. Contrail Aviation Support is a commercial aircraft trading, leasing and parts solutions provider. Its primary focus revolves around the CFM International CFM56-3/-5/-7 engines and the International Aero Engines V2500A5 engine, which power the two most prevalent narrow body, single aisle aircraft that are currently flown commercially—the Boeing 737 Classic / 737 NG and the Airbus A320 family. Contrail Aviation Support acquires commercial aircraft, jet engines and components for the purposes of sale, trading, leasing and disassembly/overhaul. Contrail Aviation holds an ASA-100 accreditation from the Aviation Suppliers Association. Contrail Aviation’s operations are housed in a 21,000 square-foot office and warehouse facility in Verona, Wisconsin that is leased from an entity owned by the Chief Executive Officer and the Chief Financial Officer of Contrail Aviation Support. As of March 31, 2019 and March 31, 2018, Contrail contributed approximately 38% and 15% of total consolidated revenue, respectively.


Jet Yard offersand Jet Yard Solutions offer commercial aircraft storage, storage maintenance and aircraft disassembly/part-out services at facilities leased at the Pinal Air Park in Marana, Arizona. The prevailing climate in this area of Arizona provides conditions conducive to long-term storage of aircraft. Jet Yard Solutions is registered to operate a repair station under Part 145 of the regulations of the FAA and itFAA. Jet Yard leases approximately 48.5 acres of land under a lease agreement with Pinal County, Arizona. Jet Yard was organized in 2014, entered into the lease in June 2016 and had maintained de minimus operations from formation through the date it was acquired by the Company. TheEffective January 1, 2021, Jet Yard subleased the aforementioned lease expires in May 2046 with an option to renew for an additional 30-year period (though the lease to a 2.6-acre parcel of the leased premises may be terminated by Pinal County upon 90 days’ notice). The lease provides for an initial annual rent of $27,000, which rental rate escalates based on a schedule in annual increments during the first seven years of the lease (at which time the annual rental rate would be $152,000) and increases by an additional five percent for each three-year period thereafter. Because the rental expense will be accounted for on a straight-line basis over the term of the lease, the rental expense in the initial years will exceed the corresponding cash payments. The lease agreement permits Pinal County to terminate the lease if Jet Yard fails to make substantial progress toward the construction of facilities on the leased premises in phases in accordance with a specified timetable, which includes, as the initial phase, the construction of a demolition pad to be completed by March 2017 and, as the final and most significant phase, the construction of an aircraft maintenance hangar large enough to house a Boeing B777-300 by the first quarter of 2021. The construction of the demolition pad specified under the lease has not been completed, and Jet Yard and Pinal County are in discussions with respect to improvements on the leased premises. As of the date of issuance, Pinal County is still working on the rezoning of Pinal Airpark, which prevents any tenant from construction on the Airpark.

Solutions.


AirCo operates an established business offering commercial aircraft parts sales, exchanges, procurement services, consignment programs and overhaul and repair services. Its repair station and support facility holdAirCo Services, a wholly-owned subsidiary of AirCo ("AirCo Services"), holds FAA and European Aviation Safety Agency certifications covering aircraft instrumentation, avionics and a range of electrical accessories for civilian, military transport, regional/commuter and business/commercial jet and turboprop aircraft. Customers of AirCo include airlines and commercial aircraft leasing companies.
Worthington Aviation, like AirCo, operates at a 20,000 square-foot facility leased from a trust owned by 2 minority shareholders of the AirCo Seller. The trust is not involved in the conduct of AirCo business. The lease duration is one year with an option for AirCo to extend the lease up to four additional one-year periods at the same terms.

Worthingtonestablished business which supplies spare parts, repair programs and aircraft maintenance services to the global aviation community.community of regional and business aircraft fleets. Worthington offers a globally networked infrastructure and 24/7 support, ensuring fast delivery of spare parts and service, with four locations strategically located in the United States, United Kingdom & Australia. In addition, Worthington operates two FAA and EASA Certificated Repair Stations. The Tulsa maintenance, repair and overhaul ("MRO") facility provides composite aircraft structures, repair and support services. As a strategic resource for flight control, exhaust system and line replacement components, Worthington offers a wide array of services for complex operations.

Printing Equipment At the Eagan, Minnesota-based Repair Station, Worthington Repair Services offers a wide range of capabilities for repair and Maintenance.

The Company determined that for accounting purposes, it had obtained control over Delphaxoverhaul of airframe, accessories and power plant components in conjunction with the acquisitionsupport of the equity and debt interests on November 24, 2015 and has consolidated Delphax in Air T’s consolidated financial statements beginning on November 24, 2015. Delphax’s business has included the design, manufacture and sale of advanced digital print production equipment (including high-speed, high-volume cut-sheet and continuous roll-fed printers), maintenance contracts, spare parts, supplies and consumable items for these systems. The equipment, spare parts, supplies and consumable items have been manufactured, and maintenance and services have been provided by Delphax Canada Technologies Limited (“Delphax Canada”) and such products and services have been sold through Delphax, Delphax Canada and Delphax subsidiaries located in Canada, the United Kingdom and France. A significant portion of Delphax’s net sales has historically been related to service and support provided after the sale, including the sale of consumable items for installed printing systems. Delphax’s legacy consumables production business had been expected to generate cash flow while Delphax rolled-out its next generation elan® commercial inkjet printer.

Upon petition by the Company, on August 8, 2017 the Ontario Superior Court of Justice in Bankruptcy and Insolvency adjudged Delphax Canada to be bankrupt. As a result, Delphax Canada ceased to have capacity to deal with its property, which then vested in the trustee in bankruptcy of Delphax Canada subject to the rights of secured creditors. As of March 31, 2019, the bankruptcy proceedings were ongoing in accordance with Canadian law and, therefore, Delphax Canada was still the primary obligor of its liabilities.


Air T has contributed certain of the assets acquired in foreclosure to a subsidiary, Delphax Solutions, Inc. (“Delphax Solutions”), which has contracted with Delphax to make available for purchase legacy parts and consumables,external as well as to serve as a temporary fulfilment provider to Delphax for logisticsinternal sales.


The Company’s commercial jet engines and sales order processing. In addition, Delphax Solutions intends to pursue market success for the elan® printer system, as Delphax is no longer actively selling its product lines. Delphax Solutions has entered into an agreement with Delphax for a license of intellectual property and rights to the elan® printing system and technologies in return for royalties based on sales. Delphax Solutions intends to pursue sales of the elan® printing system and related product lines both directly and through qualified resellers and agents. As of March 31, 2019 and March 31, 2018, revenue for this segment was approximately $0.7 million and $6.1 million, respectively.

parts operations are not materially seasonal.

Backlog.

GGS’s backlog consists of “firm” orders supported by customer purchase orders for the equipment sold by GGS. At March 31, 2019,2022, GGS’s backlog of orders was $26.1$14.0 million, all of which GGS expects to be filled in the fiscal year ending March 31, 2020.2023. At March 31, 2018,2021, GGS’s backlog of orders was $13.3$10.3 million. Backlog is not meaningful for the Company’s other business segments.

Governmental Regulation.

7


The Company and its subsidiaries are subject to regulation by various governmental agencies.

The Department of Transportation (“DOT”) has the authority to regulate air service. The DOT has authority to investigate and institute proceedings to enforce its economic regulations, and may, in certain circumstances, assess civil penalties, revoke operating authority and seek criminal sanctions.

Under the Aviation and Transportation Security Act of 2001, as amended, the Transportation Security Administration (“TSA”), an agency within the Department of Homeland Security, has responsibility for aviation security. The TSA requires MAC and CSA to comply with a Full All-Cargo Aircraft Operator Standard Security Plan, which contains evolving and strict security requirements. These requirements are not static but change periodically as the result of regulatory and legislative requirements, imposing additional security costs and creating a level of uncertainty for our operations. It is reasonably possible that these rules or other future security requirements could impose material costs on us.

The FAA has safety jurisdiction over flight operations generally, including flight equipment, flight and ground personnel training, examination and certification, certain ground facilities, flight equipment maintenance programs and procedures, examination and certification of mechanics, flight routes, air traffic control and communications and other matters. The FAA is concerned with safety and the regulation of flight operations generally, including equipment used, ground facilities, maintenance, communications and other matters. The FAA can suspend or revoke the authority of air carriers or their licensed personnel for failure to comply with its regulations and can ground aircraft if questions arise concerning airworthiness. The FAA also has power to suspend or revoke for cause the certificates it issues and to institute proceedings for imposition and collection of fines for violation of federal aviation regulations. The Company, through its subsidiaries, holds all operating airworthiness and other FAA certificates that are currently required for the conduct of its business, although these certificates may be suspended or revoked for cause. The FAA periodically conducts routine reviews of MAC and CSA’s operating procedures and flight and maintenance records.

In September 2010, the FAA proposed rules that would significantly reduce the maximum number of hours on duty and increase the minimum amount of rest time for our pilots, and thus require us to hire additional pilots and modify certain of our aircraft. When the FAA issued final regulations in December 2011, all-cargo carriers, including MAC and CSA, were exempt from these new pilot fatigue requirements, and instead were required to continue complying with previously enacted flight and duty time rules. In December 2012, the FAA reaffirmed the exclusion of all cargo carriers from the new rule. It is reasonably possible, however, that future security or flight safety requirements could impose material costs on us.

The FAA has authority under the Noise Control Act of 1972, as amended, to monitor and regulate aircraft engine noise. The aircraft operated by the Company are in compliance with all such regulations promulgated by the FAA. Moreover, because the Company does not operate jet aircraft, noncompliance is not likely. Aircraft operated by us also comply with standards for aircraft exhaust emissions promulgated by the U.S. Environmental Protection Agency (“EPA”) pursuant to the Clean Air Act of 1970, as amended.

Jet Yard, Jet Yard Solutions and AirCo, like Worthington, operate repair stations licensed under Part 145 of the regulations of the FAA. These certifications must be renewed annually, or in certain circumstances within 24 months. Certified repair stations are subject to periodic FAA inspection and audit. The repair station may not be relocated without written approval from the FAA.

Because of the extensive use of radio and other communication facilities in its aircraft operations, the Company is also subject to the Federal Communications Act of 1934, as amended.


Maintenance and Insurance.

The Company, through its subsidiaries, is required to maintain the aircraft it operates under the appropriate FAA and manufacturer standards and regulations.

The Company has secured public liability and property damage insurance in excess of minimum amounts required by the United States Department of Transportation.

The Company maintains cargo liability insurance, workers’ compensation insurance and fire and extended coverage insurance for owned and leased facilities and equipment. In addition, the Company maintains product liability insurance with respect to injuries and loss arising from use of products sold and services provided.

In March 2014, the Company formed SAIC, a captive insurance company licensed in Utah. SAIC insures risks of the Company and its subsidiaries that were not previously insured by the various Company insurance programs (including the risk of loss of key customers and contacts, administrative actions and regulatory changes); and may from time to time underwrite third-party risk through certain reinsurance arrangements. SAIC is included inwithin the Company’s consolidated financial statements.

Company's Corporate and other segment.

Employees.

At

As of March 31, 2019,2022, the Company and its subsidiaries had 769500 full-time and full-time-equivalent employees. None of the employees of the Company or any of its consolidated subsidiaries are represented by labor unions. The Company believes its relations with its employees are good.


Item 1A.    Risk Factors.

Risks Related to Our Dependence on Significant Customers

We are significantly dependent on our contractual relationship with FedEx Corporation, the loss of which would have a material adverse effect on our business, results of operations and financial position. In the fiscal year ended March 31, 2019, 29% of our consolidated operating revenues, and 99% of the operating revenues for our overnight air cargo segment, arose from services we provided to FedEx. While FedEx has been our customer since 1980 under similar terms, our current agreements may be terminated by FedEx upon 90 days’ written notice and FedEx may at any time terminate the lease of any particular aircraft thereunder upon 10 days’ written notice. In addition, FedEx may terminate the dry-lease agreement with MAC or CSA upon written notice if 60% or more of MAC or CSA’s revenue (excluding revenues arising from reimbursement payments under the dry-lease agreement) is derived from the services performed by it pursuant to the respective dry-lease agreement, FedEx becomes its only customer, or it employs less than six employees. As of the date of issuance of this report, FedEx would be permitted to terminate each of the new dry-lease agreements under this provision. The loss of these contracts with FedEx would have a material adverse effect on our business, results of operations and financial position.

Recent Adverse Developments. On April 19, 2019, FedEx informed the Company that a strategic realignment would occur in the Caribbean region. The change will affect service provided by Company’s wholly-owned subsidiary, Mountain Air Cargo, Inc. (“MAC”), in that region and pursuant to the planned realignment, MAC assets and services will be transferred to a new carrier. Details of the proposed realignment are still being determined, but MAC presently expects that the transfer will take approximately six (6) months to complete. MAC currently estimates that approximately eleven (11) aircraft will be transitioned to the new carrier. Up to $2,000,000 in revenue and $540,000 in net income are currently estimated to be involved, although these amounts are still uncertain.

Our dry-lease agreements with FedEx subject us to greater operating risks. Our dry-lease agreements with FedEx provide for the lease of specified aircraft by us in return for the payment of monthly rent with respect to each aircraft leased. The dry-lease agreements provide for the reimbursement by FedEx of our costs, without mark up, incurred in connection with the operation of the leased aircraft for the following: fuel, landing fees, third-party maintenance, parts and certain other direct operating costs. Under the dry-lease agreements, certain operational costs incurred by us in operating the aircraft are not reimbursed by FedEx at cost, and such operational costs are borne solely by us.

Because of our dependence on FedEx, we are subject to the risks that may affect FedEx’s operations. Because of our dependence on FedEx, we are subject to the risks that may affect FedEx’s operations.  These risks are discussed in “Management’s Discussion and Analysis of Results of Operations and Financial Condition—Risk Factors” in FedEx Corporation’s Annual Report on Form 10-K for the fiscal year ended May 31, 2018.  These risks include but are not limited to the following:

Economic conditions in the global markets in which it operates;


Dependence on its strong reputation and value of its brand;

Potential disruption to operations resulting from a significant data breach or other disruption to FedEx’s technology infrastructure;

The price and availability of fuel;

Its ability to manage capital and its assets, including aircraft, to match shifting and future shipping volumes;

Intense competition from other providers of transportation and business services;

Changes in governmental regulations that may affect its business;

Its ability to operate, integrate, leverage and grow acquired businesses;

Adverse changes in regulations and interpretations and challenges to its tax positions relating to the Tax Cuts and Jobs Act;

Its ability to maintain good relationships with its employees and prevent attempts by labor organizations to organize groups of its employees;

Disruptions or modifications in service by the United States Postal Service, a significant customer and vendor of FedEx;

The continued classification of owner-operators in its ground delivery business as independent contractors rather than as employees;

The impact of the United Kingdom’s planned withdrawal from the European Union;

The impact of terrorist activities including the imposition of stricter governmental security requirements;

Regulatory actions affecting global aviation rights or a failure to obtain or maintain aviation rights in important international markets;

Global climate change or legal, regulatory or market responses to such change;

Adverse weather or localized natural or man-made disasters in key locations, including its Memphis, Tennessee super-hub; and

Widespread outbreak of an illness or other communicable disease or any other public health crisis.

A material reduction in the aircraft we fly for FedEx could materially adversely affect our business and results of operations. Under our agreements with FedEx, we are not guaranteed a number of aircraft or routes we are to fly and FedEx may reduce the number of aircraft we lease and operate upon 10 days’ written notice.  Our compensation under these agreements, including our administrative fees, depends on the number of aircraft leased to us by FedEx.  Any material permanent reduction in the aircraft we operate could materially adversely affect our business and results of operations.  A temporary reduction in any period could materially adversely affect our results of operations for that period. 

Our ground support services segment has been dependent upon the revenues from two significant customers, the loss of which could materially impact the segment’s results. In the fiscal year ended March 31, 2019, approximately 43% of GAS’s revenues were derived from services under contracts with two customers.  The loss of these customers, or a major decline in business activity with these customers, could materially adversely impact the results of the segment.

OtherGeneral Business Risks

8



Our business, financial condition and results of operations are dependent upon those of our individual businesses,have been and our aggregate investment in particular industries. We are a holding company with investments in businesses and assets in a number of industries. may continue to be adversely affected by global public health issues, including the recent COVID-19 pandemic.

Our business, financial condition and results of operations are dependent uponhave been and may continue to be adversely affected if the COVID-19 pandemic, or another global health crisis, impacts our various businessesemployees, suppliers, customers, financing sources or others’ ability to conduct business or negatively affects consumer and investments. Any material adverse changebusiness confidence or the global economy. The COVID-19 health crisis has affected large segments of the global economy, including the markets we operate in, onedisrupted global supply chains, resulted in significant travel and transport restrictions, and created significant disruption of the financial markets. Economic uncertaintyas a result of any global health crisis could negatively affect our business, suppliers, distribution channels, and customers, including as a result of business shutdowns or disruptions for an indefinite period of time, reduced operations, restrictions on shipping, fabricating or installing products, reduced consumer demand or customers’ ability to make payments. We have and may continue to experience additional operating costs due to increased challenges with our workforce (including as a result of illness, absenteeism or government orders), implementing further precautionary measures to protect the health of our businessesworkforce, orders put on hold or investments, or in a particular industry in whichreduced access to supplies, capital, and fundamental support services (such as shipping and transportation). Furthermore, we do operate or invest,and compete globally and the response to the COVID-19 pandemic by domestic and foreign governments has been and may cause material adverse changescontinue to be varied and those differences may impact our competitiveness. Any resulting financial impact cannot be fully estimated at this time, but may materially affect our business, financial condition, andor results of operations. The more capital we devote to a particular investment or industry may increase the risk that such investment could significantly impact our financial condition and results of operations, possibly in a material adverse way.



Sales of deicing equipment can be affected by weather conditions. Our deicing equipment is used to deice commercial and military aircraft. The extent of deicing activity depends on the severity of winter weather. Mild winter weather conditions permit airports to use fewer deicing units, since less time is required to deice aircraft in mild weather conditions. As a result, airports may be able to extend the useful lives of their existing units, reducing the demand for new units.

Our results ofwhich our operations may be affected by the value of securities we hold for investment and we may be unable to liquidate our investments in a timely manner at full value. We invest a significant portion of our capital not needed for operations in marketable securities, including equity securities of publicly traded companies. At March 31, 2019, the fair value of these marketable securities was approximately $1.8 million. Our results of operations may be affected by gains or losses recognized upon the sale of these investments and the Company may not be able to realize the fair value of such investments if liquidation is necessary in a short period of time.

In addition, from time to time we may hold positions in marketable securities that under then-current market conditions we may be unable to liquidate in a timely manner at full value.

Our business may be adversely affected by information technology disruptions. Our business may be impacted by information technology disruptions, including information technology attacks. Cybersecurity attacks, in particular,the COVID-19 pandemic or any global health situation will depend largely on future developments which are evolvinghighly uncertain and include, butwe are not limitedunable to malicious software, attemptspredict the ultimate impact that it may have on our business, future results of operations, financial position or cash flows. Even while government restrictions and responses to gain unauthorized access to data, and other electronic security breaches that could lead to disruptions in systems, unauthorized release of confidential or otherwise protected information and corruption of data (our own or that of third parties). Althoughthe COVID-19 pandemic have lessened, we have adopted certain measures to mitigate potential risksmay experience materially adverse impacts to our systems from information technology-relatedbusiness due to any resulting supply chain disruptions, giveneconomic recession or depression. Furthermore, the unpredictabilityimpacts of a potential worsening of global economic conditions and the continued disruptions to and volatility in the financial markets remain unknown. Our management team has, and will likely continue to, spend significant time, attention and resources monitoring the COVID-19 pandemic and seeking to manage its effects on our business and workforce.


The impact of the timing, nature and scope of such disruptions, we could potentially be subject to production downtimes, operational delays,COVID-19 pandemic may also exacerbate other detrimental impacts on our operations or ability to provide products and services to our customers, the compromising of confidential or otherwise protected information, misappropriation, destruction or corruption of data, security breaches, other manipulation or improper use of our systems or networks, financial losses from remedial actions, loss of business or potential liability, and/or damage to our reputation,risks discussed in this section, any of which could have a material adverse effect on us. This pandemic is still ongoing and additional impacts may arise that we are not aware of currently.

Market fluctuations may affect our operations.

Market fluctuations may affect our ability to obtain necessary funds for the operation of our businesses from current lenders or new borrowings. In addition, we may be unable to obtain financing on satisfactory terms, or at all. Third-party reports relating to market studies or demographics we obtained previously may no longer be accurate or complete. The occurrence of any of the foregoing events or any other related matters could materially and adversely affect our business, financial condition, results of operation and the overall value of our assets.

Rising inflation may result in increased costs of operations and cash flows.

Labor inflationnegatively impact the credit and securities markets generally, which could have a material adverse effect on our results of operations and the market price of our common stock.


Inflation has accelerated in the U.S. and globally due in part to global supply chain issues, the Ukraine-Russia war, a rise in energy prices, and strong consumer demand as economies continue to reopen from restrictions related to the COVID-19 pandemic. An inflationary environment can increase our cost of labor, as well as our other operating costs, which may have a material adverse impact on our financial results. In addition, economic conditions could impact and reduce the number of customers who purchase our profitability. The Company operatesproducts or services as credit becomes more expensive or unavailable. Although interest rates have increased and are expected to increase further, inflation may continue. Further, increased interest rates could have a negative effect on the securities markets generally which may, in industries that are heavily impacted byturn, have a material adverse effect on the workforce’s labor rates. Significant examples include mechanics and pilots, bothmarket price of which are exposed to the possibility of materialour common stock.

We could experience significant increases in labor costs. 

operating costs and reduced profitability due to competition for skilled management and staff employees in our operating businesses.


We compete with many other organizations for skilled management and staff employees, including organizations that operate in different market sectors than us. Costs to recruit and retain adequate personnel could adversely affect results of operations.

Legacy technology systems require a unique technical skillset which is becoming scarcer. scarcer.

The Company deploys legacy technology systems in several significant business units. As technology continues to rapidly change, the available pool of individuals technically trained in and able to repair or perform maintenance on these legacy systems shrinks. As this scarcity increases, the Company’s ability to efficiently and quickly repair its legacy systems becomes increasingly difficult, which could have a significant impact on the Company’s day-to-day operations.

Future acquisitions


9


Security threats and dispositionsother sophisticated computer intrusions could harm our information systems, which in turn could harm our business and financial results.

We utilize information systems and computer technology throughout our business. We store sensitive data and proprietary information on these systems. Threats to these systems, and the laws and regulations governing security of data, including personal data, on information systems and otherwise held by companies is evolving and adding layers of complexity in the form of new requirements and increasing costs of attempting to protect information systems and data and complying with new cybersecurity regulations. Information systems are subject to numerous and evolving cybersecurity threats and sophisticated computer crimes, which pose a risk to the stability and security of our businessesinformation systems, computer technology, and investments are possible, changing the componentsbusiness.

Global cybersecurity threats can range from uncoordinated individual attempts to gain unauthorized access to our information systems and computer technology to sophisticated and targeted measures known as advanced persistent threats and ransomware. The techniques used in these attacks change frequently and may be difficult to detect for periods of time and we may face difficulties in anticipating and implementing adequate preventative measures. A failure or breach in security could expose our assets and liabilities, and if unsuccessful or unfavorable, could reduce the value of our securities. Any future acquisitions or dispositions may result in significant changes in the composition of our assets and liabilities,company as well as our customers and suppliers to risks of misuse of information, compromising confidential information and technology, destruction of data, production disruptions, ransom payments, and other business mixrisks which could damage our reputation, competitive position and prospects. Consequently, our financial condition, results of operations andour operations. Further, our technology resources may be strained due to an increase in the trading pricenumber of remote users. In addition, defending ourselves against these threats may increase costs or slow operational efficiencies of our securities may be affected by factors different from those affecting our financial condition, results of operations and trading price at the present time.

We face numerous risks and uncertainties as we expand our business. We expect the growth and development of our business to come primarily from internal expansion and through acquisitions, investments, and strategic partnering. As we expand our business, there can be no assurance that financial controls, the level and knowledge of personnel, operational abilities, legal and compliance controls and other corporate support systems will be adequate to manage our business and growth. The ineffectiveness of If any of these controls or systems could adversely affect our business and prospects. In addition, if we acquire new businesses and introduce new products, we face numerous risks and uncertainties integrating their controls and systems, including financial controls, accounting and data processing systems, management controls and other operations. A failurethe foregoing were to integrate these systems and controls, and even an inefficient integration of these systems and controls, could adversely affect our business and prospects.

Rapid business expansions or new business initiatives may increase risk. Certain business initiatives, including expansions of existing businesses such as the rent expansion at our commercial aircraft, jet engines and parts segment, may bring us into contact directly or indirectly, with individuals and entities that are not within our traditional client and counterparty base and may expose us to new asset classes and new markets.These business activities expose us to new and enhanced risks, greater regulatory scrutiny of these activities, increased credit-related, sovereign and operational risks, and reputational concerns regarding the manner in which these assets are being operated or held. There is no assurance that prior year activity and results will occur, in future periods.


The failure of our information technology systems could adversely impact our reputation and financial performance. We operate in businesses that are dependent on information systems and technology. Our information systems and technology may not continue to be able to accommodate our growth, and the cost of maintaining such systems may increase from its current level, either of whichit could have a material adverse effect on us. We rely on third-party service providers to manage certain aspects of our business, including for certain information systems and technology, data processing systems, and the secure processing, storage and transmission of information. Any interruption or deterioration in the performance of these third parties or failures of their information systems and technology could impair the quality of our operations and could adversely affect our business and reputation.

results of operations.


We sustained a cybersecurity attack in May 2022 involving ransomware that caused a network disruption and impacted certain of our systems. Upon detection, we undertook steps to address the incident, including engaging a team of third-party forensic experts and notifying law enforcement. We restored network systems and resumed normal operations. We are continuing to assess all actions that we will take to improve our existing systems.While we do not believe this event or resultant actions will have a material adverse effect on our business, this or similar incidents, or any other such breach of our data security infrastructure could have a material adverse effect on our business, results of operations and financial condition.

Although we maintain cybersecurity liability insurance, our insurance may not cover potential claims of these types or may not be adequate to indemnify us for any liability that may be imposed. Any imposition of liability or litigation costs that are not covered by insurance could harm our business.

We may not be able to insure certain risks adequately or economically.

We cannot be certain that we will be able to insure all risks that we desire to insure economically or that all of our insurers or reinsurers will be financially viable if we make a claim. If an uninsured loss or a loss in excess of insured limits should occur, or if we are required to pay a deductible for an insured loss, results of operations could be adversely affected.

We could experience significant increases in operating costs and reduced profitability due to competition for skilled management and staff employees in our operating businesses. We compete with many other entities for skilled management and staff employees, including entities that operate in different market sectors than us. Costs to recruit and retain adequate personnel could adversely affect results of operations.


Legal liability may harm our business.

Many aspects of our businesses involve substantial risks of liability, and, in the normal course of business, we have been named as a defendant or codefendantco-defendant in lawsuits involving primarily claims for damages. The risks associated with potential legal liabilities often may be difficult to assess or quantify and their existence and magnitude often remain unknown for substantial periods of time. The expansion of our businesses, including expansions into new products or markets, impose greater risks of liability. In addition, unauthorized or illegal acts of our employees could result in substantial liability. Substantial legal liability could have a material adverse financial effect or cause us significant reputational harm, which in turn could seriously harm our businesses and our prospects. Although our current assessment is that there is no pending litigation that could have a significant adverse impact, if our assessment proves to be in error, then the outcome of such litigation could have a significant impact on our consolidated financial statements.

Future cash flows from


Our business might suffer if we were to lose the services of certain key employees.

Our business operations or through financings may not be sufficient to enable the Company to meet its obligations, and this would likelydepend upon our key employees, including our executive officers. Loss of any of these employees, particularly our Chief Executive Officer, could have a material adverse effect on itsour businesses financial conditionas our key employees have knowledge of our industry and customers that would be difficult to replace.

Risks Related to Our Segment Operations

The operating results of our four segments may fluctuate, particularly our commercial jet engine and parts segment.

The operating results of our four segments have varied from period to period and comparisons to results for preceding periods may not be meaningful. Due to a number of factors, including the risks described in this section, our operating results may fluctuate. These fluctuations may also be caused by, among other things:

a.the economic health of the economy and the aviation industry in general;
b.FedEx’s demand for the use of the services of our Air Cargo segment;
c.the timing and number of purchases and sales of engines or aircraft;
10


d.the timing and amount of maintenance reserve revenues recorded resulting from the termination of long term leases, for which significant amounts of maintenance reserves may have accumulated;
e.the termination or announced termination of production of particular aircraft and engine types;
f.the retirement or announced retirement of particular aircraft models by aircraft operators;
g.the operating history of any particular engine, aircraft or engine or aircraft model;
h.the length of our operating leases; and
i.the timing of necessary overhauls of engines and aircraft.

These risks may reduce our operating segment’s results including particularly our commercial jet engines and parts segment. These risks may reduce the commercial jet engines and parts segment’s engine utilization rates, lease margins, maintenance reserve revenues and proceeds from engine sales, and result in higher legal, technical, maintenance, storage and insurance costs related to repossession and the cost of engines being off-lease. As a result of the foregoing and other factors, the availability of engines for lease or sale periodically experiences cycles of oversupply and undersupply of given engine models and generally. The incidence of an oversupply of engines may produce substantial decreases in engine lease rates and the appraised and resale value of engines and may increase the time and costs incurred to lease or sell engines. We anticipate that supply fluctuations from period to period will continue in the future. As a result, comparisons to results from preceding periods may not be meaningful and results of operations, and credit market volatility may affectprior periods should not be relied upon as an indication of our ability to refinance our existing debt, borrow funds under our existing linesfuture performance.

Our Air Cargo Segment is dependent on a significant customer.

Our Air Cargo business is significantly dependent on a contractual relationship with FedEx Corporation (“FedEx”), the loss of credit or incur additional debt. There can be no assurances that the Company or its subsidiaries will continue to have access to their lines of credit if their financial performance does not satisfy the financial covenants set forth in the applicable financing agreements. If the Company or its subsidiaries do not meet certain of its financial covenants, and if they are unable to secure necessary waivers or other amendments from the respective lenders on terms acceptable to management, their ability to access available lines of credit could be limited, their debt obligations could be accelerated by the respective lenders and liquidity could be adversely affected. 

If the Company’s or its subsidiaries’ cash needs are significantly greater than anticipated or they do not materially meet their business plans, or there are unanticipated downturns in the markets for the Company’s and its subsidiaries’ products and services, the Company or its subsidiaries may be required to seek additional or alternative financing sources. Future disruption and volatility in credit market conditions could have a material adverse impact on the Company’s ability or that of its subsidiaries to refinance debt when it comes due on terms similar to our current credit facilities, or to draw upon existing lines of credit or incur additional debt if needed. There can be no assurance therefore that such financing will be available or available on acceptable terms. The inability to generate sufficient cash flows from operations or through financings could impair the Company’s or its subsidiaries’ liquidity andwhich would likely have a material adverse effect on their businesses,our business, results of operations and financial conditionposition. In the fiscal year ended March 31, 2022, 41% of our consolidated operating revenues, and 97% of the operating revenues for our overnight air cargo segment, arose from services we provided to FedEx. While FedEx has been our customer since 1980 under similar terms, our current agreements may be terminated by FedEx upon 90 days’ written notice and FedEx may at any time terminate the lease of any particular aircraft thereunder upon 10 days’ written notice. In addition, FedEx may terminate the dry-lease agreement with MAC or CSA upon written notice if 60% or more of MAC or CSA’s revenue (excluding revenues arising from reimbursement payments under the dry-lease agreement) is derived from the services performed by it pursuant to the respective dry-lease agreement, FedEx becomes its only customer, or either MAC or CSA employs less than six employees. As of the date of issuance of this report, FedEx would be permitted to terminate each of the dry-lease agreements under this provision. The loss of these contracts with FedEx would have a material adverse effect on our business, results of operations and financial position.


Our dry-lease agreements with FedEx subject us to operating risks.

Our dry-lease agreements with FedEx provide for the lease of specified aircraft by us in return for the payment of monthly rent with respect to each aircraft leased. The dry-lease agreements provide for the reimbursement by FedEx of our costs, without mark up, incurred in connection with the operation of the leased aircraft for the following: fuel, landing fees, third-party maintenance, parts and certain other direct operating costs. Under the dry-lease agreements, certain operational costs incurred by us in operating the aircraft are not reimbursed by FedEx at cost, and such operational costs are borne solely by us.

Because of our dependence on FedEx, we are subject to the risks that may affect FedEx’s operations.

Because of our dependence on FedEx, we are subject to the risks that may affect FedEx’s operations. These risks are discussed in FedEx’s periodic reports filed with the SEC including its Annual Report on Form 10-K for the fiscal year ended May 31, 2021. These risks include but are not limited to the following:

Economic conditions and anti-trade measures/trade policies and relations in the global markets in which it operates;
Additional changes in international trade policies and relations could significantly reduce the volume of goods transported globally and adversely affect our business and results of operations.

Our

The price and availability of fuel.
Dependence on its strong reputation and value of its brand;
Potential disruption to operations resulting from a significant data breach or other disruption to FedEx’s technology infrastructure;
The continuing impact of the COVID-19 pandemic;
The impact of being self-insured for certain costs;
The transportation infrastructure continues to be a target for terrorist activities;
Any inability to execute and effectively operate, integrate, leverage and grow acquired businesses and realize the anticipated benefits of acquisitions, joint ventures or strategic alliances;
FedEx's ability to manage capital and its assets, including aircraft, to match shifting and future shipping volumes;
Intense competition;
Its autonomous delivery strategy is dependent upon the ability to successfully mitigate unique technological, operational and regulatory risks.
The failure to successfully implement its business strategy includes acquisitions, and acquisitions entail numerous risks, including the risk of management diversioneffectively respond to changes in market dynamics and increased costscustomer preferences;
Failure to attract and expenses, all of which could negatively affect the Company’s profitability. Our business strategy includes, among other things, strategic acquisitions,maintain employee talent or maintain company culture, as well as potential opportunistic acquisitions. This elementincreases in labor and purchased transportation cost;
Labor organizations attempt to organize groups of our strategy entails several risks, including the diversion of management’s attentionemployees from other business concernstime to time, and potential changes in labor laws could make it easier for them to do so.
FedEx Ground relies on service providers to conduct its linehaul and pickup-and-delivery operations, and the need to finance such acquisitions with additional equity and/status of these service providers as direct employers of drivers providing these services is being challenged.
11


Disruptions, modifications in service or debt. In addition, once completed, acquisitions entail further risks, including: unanticipatedchanges in the business or financial soundness of the United States Postal Service, a significant customer and vendor of FedEx;
The impact of proposed pilot flight and duty time regulations;
Increasing costs, the volatility of costs and liabilitiesfunding requirements and other legal mandates for employee benefits, especially pension and healthcare benefits;
The impact of global climate change or by legal, regulatory or market responses to such change;
Potentially being unable to achieve our goal of carbon neutrality for its global operations by calendar 2040;
Any inability to quickly and effectively restore operations following adverse weather or a localized disaster or disturbance in a key geography;
Evolving Government regulation and enforcement;
Any adverse changes in regulations and interpretations or challenges to its tax positions;
Complex and evolving U.S. and foreign laws and regulations regarding data protection;
The regulatory environment for global aviation or other transportation rights;
Other risks and uncertainties, including:
widespread outbreak of an illness or any other communicable disease, or any other public health crisis;
the increasing costs of compliance with federal, state and foreign governmental agency mandates (including the Foreign Corrupt Practices Act and the U.K. Bribery Act) and defending against inappropriate or unjustified enforcement or other actions by such agencies;
changes in foreign currency exchange rates, especially in the euro, Chinese yuan, British pound, Canadian dollar, Australian dollar, Hong Kong dollar, Mexican peso, Japanese yen and Brazilian real, which can affect our sales levels and foreign currency sales prices;
any liability resulting from and the costs of defending against class-action, derivative and other litigation, such as wage-and-hour, joint employment, securities and discrimination and retaliation claims, and any other legal or governmental proceedings;
the impact of technology developments on our operations and on demand for our services, and our ability to continue to identify and eliminate unnecessary information-technology redundancy and complexity throughout the organization;
governmental underinvestment in transportation infrastructure, which could increase our costs and adversely impact our service levels due to traffic congestion, prolonged closure of key thoroughfares or sub-optimal routing of our vehicles and aircraft;
disruptions in global supply chains, which can limit the access of FedEx and our service providers to vehicles and other key capital resources and increase our costs;
stockholder activism, which could divert the attention of management and our board of directors from our business, hinder execution of our business strategy, give rise to perceived uncertainties as to our future and cause the price of our common stock to fluctuate significantly;
constraints, volatility or disruption in the capital markets, our ability to maintain our current credit ratings, commercial paper ratings, and senior unsecured debt and pass-through certificate credit ratings, and our ability to meet credit agreement financial covenants; and
the alternative interest rates we are able to negotiate with counterparties pursuant to the relevant provisions of our credit agreements following cessation of the acquired businesses,publication of the London Interbank Offered Rate in the event the euro interbank offered rate also ceases to exist and we make borrowings under the agreements.

A material reduction in the aircraft we fly for FedEx could materially adversely affect our business and results of operations.

Under our agreements with FedEx, we are not guaranteed a number of aircraft or routes we are to fly and FedEx may reduce the number of aircraft we lease and operate upon 10 days’ written notice. Our compensation under these agreements, including environmental liabilities, thatour administrative fees, depends on the number of aircraft leased to us by FedEx. Any material permanent reduction in the aircraft we operate could materially adversely affect our business and results of operations. A temporary reduction in any period could materially adversely affect our results of operations; difficulties in assimilating acquired businesses, preventing the expected benefits from the transaction from being realized or achieved within the anticipating time frame; negative effects on existing business relationships with suppliersoperations for that period.

Sales of deicing equipment can be affected by weather conditions.

Our ground equipment sales segment’s deicing equipment is used to deice commercial and customers; and losing key employeesmilitary aircraft. The extent of the acquired businesses. If our acquisition strategy is not successful or if acquisitions are not well integrated into our existing operations, the Company’s profitability could be negatively affected.


We may sustain losses in our investment portfolio, which could have an adverse effect on our results of operations, financial condition and liquidity. A portion of our assets consists of investments in available-for-sale securities, which are adjusted to fair value each period, as well as other investments. An adverse change in economic conditions may result in a decline in the value of these investments. Such declines in value of available-for-sale securities will be recognized as losses upon the sale of such securities or if such declines are deemed to be other than temporary. Any adverse changes in the financial markets and resulting declines in value of our investments may result in additional impairment charges and could have an adverse effect on our results of operations, financial condition and liquidity.

Newly enacted U.S. government tax reform could have a negative impactdeicing activity depends on the resultsseverity of future operations. On December 22, 2017,winter weather. Mild winter weather conditions permit airports to use fewer deicing units, since less time is required to deice aircraft in mild weather conditions. As a result, airports may be able to extend the U.S. Tax Cuts and Jobs Act (“TCJA”) was enacted which contained substantial changes touseful lives of their existing units, reducing the Code, some of which could have an adverse effect on our business. Among other things, the TCJA (i) reduces the U.S. corporate income tax rate from 35% to 21% beginning in 2018, (ii) generally will limit annual deductionsdemand for interest expense to no more than 30% of our “adjusted taxable income,” plus 100% of our business interest income for the year (iii) will permit a taxpayer to offset only 80% (rather than 100%) of its taxable income with any U.S. net operating losses (“NOLs”) generated after 2017, and (iv) imposes a transition tax on deemed repatriated earnings of our foreign subsidiaries. The U.S. Department of Treasury has broad authority to issue regulations and interpretative guidance that may significantly impact how we will apply the law and impact our results of operations in the period issued. As of March 31, 2019, we have calculated and finalized the effect of TCJA.

new units.


We are affected by the risks faced by commercial aircraft operators and maintenance, repair and overhaulMRO companies (“MROs”) because they are our customers.

Commercial aircraft operators are engaged in economically sensitive, highly cyclical and competitive businesses. We are a supplier to commercial aircraft operators and MROs. As a result, we are indirectly affected by all of the risks facing commercial aircraft operators and MROs, with such risks being largely beyond our control. Our results of operations depend, in part, on the financial strength of our customers and our customers’ ability to compete effectively in the marketplace and manage their risks.


Our engine values and lease rates, which are dependent on the status of the types of aircraft on which engines are installed, and other factors, could decline.

12


The value of a particular model of engine depends heavily on the types of aircraft on which it may be installed and the available supply of availablesuch engines. We believe valuesValues of engines generally tend to be relatively stable so long as there is sufficient demand for the host aircraft. However, we believe the value of an engine beginsmay begin to decline rapidly once the host aircraft begins to be retired from service and/or used for spare parts in significant numbers. Certain types of engines may be used in significant numbers by commercial aircraft operators that are currently experiencing financial difficulties. If such operators were to go into liquidation or similar proceedings, the resulting over-supply of engines from these operators could have an adverse effect on the demand for the affected engine types and the values of such engines.


Upon termination of a lease, we may be unable to enter into new leases or sell the airframe, engine or its parts on acceptable terms.

We directly or indirectly own the engines or aircraft that we lease to customers and bear the risk of not recovering our entire investment through leasing and selling the engines or aircraft. Upon termination of a lease, we seek to enter a new lease or to sell or part-out the engine or aircraft. We also selectively sell engines on an opportunistic basis. We cannot give assurance that we will be able to find, in a timely manner, a lessee or a buyer for our engines or aircraft coming off-lease or for their associated parts. If we do find a lessee, we may not be able to obtain satisfactory lease rates and terms (including maintenance and redelivery conditions) or rates and terms comparable to our current leases,, and we can give no assurancecannot guarantee that the creditworthiness of any future lessee will be equal to or better than that of the existing lessees of our engines. Because the terms of engine leases may be less than 12 months, we may frequently need to remarket engines. We face the risk that we may not be able to keep our engines on lease consistently.


Failures by lessees to meet their maintenance and recordkeeping obligations under our leases could adversely affect the value of our leased engines and aircraft andwhich could affect our ability to leasere-lease the engines and aircraft in a timely manner following termination of the leases.

The value and income producing potential of an engine or aircraft depends heavily on it being maintained in accordance with an approved maintenance system and complying with all applicable governmental directives and manufacturer requirements. In addition, for an engine or aircraft to be available for service, all records, logs, licenses and documentation relating to maintenance and operations of the engine or aircraft must be maintained in accordance with governmental and manufacturer specifications.


Our Under our leases, make theour lessees are primarily responsible for maintaining theour aircraft and engines or aircraft, keeping related records and complying with all governmental directivesrequirements applicable to the lessee and manufacturer requirements. Overthe aircraft and engines, including operational, maintenance, government agency oversight, registration requirements and airworthiness directives. However, over time, certain lessees have experienced, and may experience in the future, difficulties in meeting their maintenance and recordkeeping obligations as specified by the terms of our leases.

Failure by our lessees to maintain our assets in accordance with requirements could negatively affect the value and desirability of our assets and expose us to increased maintenance costs that may not be sufficiently covered by supplemental maintenance rents paid by such lessees.


Our ability to determine the condition of the engines or aircraft and whether the lessees are properly maintaining our assets is generally limited to the lessees’ reporting of monthly usage and any maintenance performed, confirmed by periodic inspections performed by us and third-parties. A lessee’s failure to meet its maintenance or recordkeeping obligations under a lease could result in:

a grounding of the related engine or aircraft;

a repossession that would likely cause us to incur additional and potentially substantial expenditures in restoring the engine or aircraft to an acceptable maintenance condition;

a need to incur additional costs and devote resources to recreate the records prior to the sale or lease of the engine or aircraft;

loss of lease revenue while we perform refurbishments or repairs and recreate records; and

a lower lease rate and/or shorter lease term under a new lease entered into by us following repossession of the engine or aircraft.

a.a grounding of the related engine or aircraft;
b.a repossession that would likely cause us to incur additional and potentially substantial expenditures in restoring the engine or aircraft to an acceptable maintenance condition;
c.a need to incur additional costs and devote resources to recreate the records prior to the sale or lease of the engine or aircraft;
d.a decline in the market value of the aircraft or engine resulting in lower revenues upon a subsequent lease or sale;
e.loss of lease revenue while we perform refurbishments or repairs and recreate records; and
f.a lower lease rate and/or shorter lease term under a new lease entered into by us following repossession of the engine or aircraft.
Any of these events may adversely affect the value of the engine, unless and until remedied, and reduce our revenues and increase our expenses. If an engine is damaged during a lease and we are unable to recover from the lessee or though insurance, we may incur a loss.

Our operating results vary


We may experience losses and comparisons to results for preceding periods may not be meaningful. Due to a number of factors, including the risks describeddelays in this section, our operating results may fluctuate. These fluctuations may also be caused by:

the timing and number of purchases and sales of engines or aircraft;

the timing and amount of maintenance reserve revenues recorded resulting from the termination of long term leases, for which significant amounts of maintenance reserves may have accumulated;

the termination or announced termination of production of particular aircraft and engine types;

the retirement or announced retirement of particular aircraft models by aircraft operators;

the operating history of any particular engine, aircraft or engine or aircraft model;

the length of our operating leases; and

the timing of necessary overhauls of engines and aircraft.

These risks may reduce our engine utilization rates, lease margins, maintenance reserve revenues and proceeds from engine sales, and result in higher legal, technical, maintenance, storage and insurance costs related toconnection with repossession and the cost of engines being off-lease. Asor aircraft when a result of the foregoing and other factors, the availability of engines for lease or sale periodically experiences cycles of oversupply and undersupply of given engine models. The incidence of an oversupply of engines may produce substantial decreases in engine lease rates and the appraised and resale value of engines and may increase the time and costs incurred to lease or sell engines. We anticipate that fluctuations from period to period will continue in the future. As a result, we believe that comparisons to results for preceding periods may not be meaningful and that results of prior periods should not be relied upon as an indication of our future performance.

lessee defaults.


We may not be able to repossess an engine or aircraft when the lessee defaults, and even if we are able to repossess the engine or aircraft, we may have to expend significant funds in the repossession, remarketing and leasing of the asset. When a lessee defaults and such default is not cured in a timely manner, we typically seek to terminate the lease and repossess the engine or aircraft. If a defaulting lessee contests the termination and repossession or is under court protection, enforcement of our rights under the lease may be difficult, expensive and time-consuming. We may not realize any practical benefits from our legal rights and we may need to obtain consents to export the engine or aircraft. As a result, the relevant asset may be off-lease or not producing revenue for a prolonged period.period of time. In addition, we will incur direct costs associated with repossessing our engine or aircraft. These costs may includeaircraft, including, but not limited to, legal and similar costs, the direct costs of transporting, storing and insuring the engine or aircraft, and costs associated with necessary maintenance and recordkeeping to make the asset available for lease or sale. During this time, we will realize no revenue from the leased engine or aircraft, and we will continue to be obligated to pay any debt financing applicable toassociated with the asset. If an engine is installed on an airframe, the airframe may be owned by an aircraft lessor or other third party. Our ability to recover engines installed on airframes may depend on the cooperation of the airframe owner.



WeOur commercial jet engine and ourparts segment and its customers operate in a highly regulated industry and changes in laws or regulations may adversely affect our ability to lease or sell our engines or aircraft.

Licenses and consents. We and our customers operate in a highly regulated industry. A number of our leases require specific governmental or regulatory licenses, consents or approvals. These include consents for certain payments under the leases and for the export, import or re-export of our engines or aircraft. Consents needed in connection with future leasing or sale of our engines or aircraft may not be received timely or have economically feasible terms. Any of these events could adversely affect our ability to lease or sell engines or aircraft. The U.S. Department of Commerce, or the “Commerce Department,” regulates exports. We are subject to the Commerce Department’s and the U.S. Department of State’s regulations with respect to the lease and sale of engines and aircraft to foreign entities and the export of related parts. These Departments may, in some cases, require us to obtain export licenses for engines exported to foreign countries. The U.S. Department of Homeland Security, through the U.S. Customs and Border Protection, enforces regulations related to the import of engines and aircraft into the United States for maintenance or lease and imports of parts for installation on our engines and aircraft. We are prohibited from doing business with persons designated by the U.S. Department of the Treasury’s Office of Foreign Assets Control, or “OFAC,” on its “Specially Designated Nationals List,” and must monitor our operations and existing and potential lessees and other counterparties for compliance with OFAC’s rules. Similarly, sanctions issued by the United Nations, the U.S. government, the European Union or other governments could prohibit or restrict us from doing business in certain countries or with certain persons, and we must monitor our operations and existing and potential lessees and other counterparties for compliance with such sanctions.

Anti-corruption Laws. As a U.S. corporation with significant international operations, we are required to comply with a number of U.S. and international laws and regulations, including those combating corruption. For example, the U.S. Foreign Corrupt Practices Act (the “FCPA”) and similar world-wide anti-bribery laws generally prohibit improper payments to foreign officials for the purpose of influencing any official act or decision or securing any improper advantage. The scope and enforcement of anti-corruption laws and regulations may vary. Although our policies expressly mandate compliance with the FCPA and similarly applicable laws, there can be no assurance that none of our employees or agents will take any action in violation of our policies. Violations of such laws or regulations could result in substantial civil or criminal fines or penalties. Actual or alleged violations could also damage our reputation, be expensive to defend, and impair our ability to do business.

Civil aviation regulation. Users of engines and aircraft are subject to general civil aviation authorities, including the FAA and the EASA, who regulate the maintenance of engines and issue airworthiness directives. Airworthiness directives typically set forth special maintenance actions or modifications to certain engine and aircraft types or series of specific engines that must be implemented for the engine or aircraft to remain in service. Also, airworthiness directives may require the lessee to make more frequent inspections of an engine, aircraft or particular engine parts. Each lessee of an engine or aircraft generally is responsible for complying with all airworthiness directives. However, if the engine or aircraft is off lease, we may be forced to bear the cost of compliance with such airworthiness directives, and if the engine or aircraft is leased, subject to the terms of the lease, if any, we may be forced to share the cost of compliance.


13


Certain of the laws and regulations applicable to our business, include:

Licenses and consents. A number of our leases require specific governmental or regulatory licenses, consents or approvals. These include consents for certain payments under the leases and for the export, import or re-export of our engines or aircraft. Consents needed in connection with future leasing or sale of our engines or aircraft may not be received timely or have economically feasible terms. Any of these events could adversely affect our ability to lease or sell engines or aircraft.

Export/import regulations. The U.S. Department of Commerce (the “Commerce Department”) regulates exports. We are subject to the Commerce Department’s and the U.S. Department of State’s regulations with respect to the lease and sale of engines and aircraft to foreign entities and the export of related parts. These Departments may, in some cases, require us to obtain export licenses for engines exported to foreign countries. The U.S. Department of Homeland Security, through the U.S. Customs and Border Protection, enforces regulations related to the import of engines and aircraft into the United States for maintenance or lease and imports of parts for installation on our engines and aircraft.

Restriction Lists. We are prohibited from doing business with persons designated by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) on its “Specially Designated Nationals List,” and must monitor our operations and existing and potential lessees and other counterparties for compliance with OFAC’s rules. Similarly, sanctions issued by the United Nations, the U.S. government, the European Union or other foreign governments could prohibit or restrict us from doing business in certain countries or with certain persons. As a result, we must monitor our operations and existing and potential lessees and other counterparties for compliance with such sanctions.

Anti-corruption Laws. As a U.S. corporation with international operations, we are required to comply with a number of U.S. and international laws and regulations which combat corruption. For example, the U.S. Foreign Corrupt Practices Act (the “FCPA”) and similar world-wide anti-bribery laws generally prohibit improper payments to foreign officials for the purpose of influencing any official act or decision or securing any improper advantage. The scope and enforcement of such anti-corruption laws and regulations may vary. Although our policies expressly mandate compliance with the FCPA and similarly applicable laws, there can be no assurance that none of our employees or agents will take any action in violation of our policies. Violations of such laws or regulations could result in substantial civil or criminal fines or penalties. Actual or alleged violations could also damage our reputation, be expensive to defend, and impair our ability to do business.

Civil aviation regulation. Users of engines and aircraft are subject to general civil aviation authorities, including the FAA and the EASA, who regulate the maintenance of engines and issue airworthiness directives. Airworthiness directives typically set forth special maintenance actions or modifications to certain engine and aircraft types or a series of specific engines that must be implemented for the engine or aircraft to remain in service. Also, airworthiness directives may require the lessee to make more frequent inspections of an engine, aircraft or particular engine parts. Each lessee of an engine or aircraft generally is responsible for complying with all airworthiness directives. However, if the engine or aircraft is off lease, we may be forced to bear the cost of compliance with such airworthiness directives. Additionally, even if the engine or aircraft is leased, subject to the terms of the lease, if any, we may still be forced to share the cost of compliance.

Our aircraft, engines and parts could cause damage resulting in liability claims.

Our aircraft, engines or parts could cause bodily injury or property damage, exposing us to liability claims.We are exposed to potential liability claims if the use of our aircraft, engines or parts is alleged to have caused bodily injury or property damage. Our leases require our lessees to indemnify us against these claims and to carry insurance customary in the air transportation industry, including general liability and property damage and have all risks insurance on our engines and on our aircraft at agreed upon levels. We can give no assuranceHowever, we cannot guarantee that one or more catastrophic events will not exceed insurance coverage limits or that lessees’ insurance will cover all claims that may be asserted against us. Any insurance coverage deficiency or default by lessees under their indemnification or insurance obligations may reduce our recovery of losses upon an event of loss.

An increase in interest rates or in our borrowing margin would increase the cost of servicing our debt and could reduce our profitability. A portion of our outstanding debt bears interest at floating rates. As a result, to the extent we have not hedged against rising interest rates, an increase in the applicable benchmark interest rates would increase our cost of servicing our debt and could materially and adversely affect our results of operations, financial condition, liquidity and cash flows. In addition, we may refinance our indebtedness. If interest rates or our borrowing margins increase between the time an existing financing arrangement was consummated and the time such financing arrangement is refinanced, the cost of servicing our debt would increase and our results of operations, financial condition, liquidity and cash flows could be materially and adversely affected.



The transition away from LIBOR may adversely affect our cost to obtain financing and may potentially negatively impact our interest rate swap agreements. Central banks around the world, including the Board of Governors of the Federal Reserve, have commissioned working groups of market participants and official sector representatives with the goal of finding suitable replacements for the London Interbank Offered Rate (“LIBOR”) based on observable market transactions. It is expected that a transition away from the widespread use of LIBOR to alternative rates will occur over the course of the next few years. The U.K. Financial Conduct Authority (FCA), which regulates LIBOR, has announced that it has commitments from panel banks to continue to contribute to LIBOR through the end of 2021, but that it will not use its powers to compel contributions beyond such date. Accordingly, there is considerable uncertainty regarding the publication of such rates beyond 2021. The Federal Reserve Bank of New York and various other authorities have commenced the publication of reforms and actions relating to alternatives to U.S. dollar LIBOR. The full impact of such reforms and actions, together with any transition away from LIBOR, including the potential or actual discontinuance of LIBOR publication, remains unclear.  These changes may have a material adverse impact on the availability and cost of our financing, including LIBOR-based loans, as well as our interest rate swap agreements.

We have risks in managing our portfolio of aircraft and engines to meet customer needs.


The relatively long life cycles of aircraft and jet engines can be shortened by world events, government regulation or customer preferences. We seek to manage these risks by trying to anticipate demand for particular engine and aircraft types, maintaining a portfolio mix of engines that we believe is diversified, and that will havehas long-term value and will be sought by lessees in the global market for jet engines, and by selling engines and aircraft that we expect will not experience obsolescence or declining usefulness in the foreseeable future.

Our inability to maintain sufficient liquidity could limit our operational flexibility and also impact our ability to make payments on our obligations as they come due. In addition to being capital intensive and highly leveraged, our business also requires There is no assurance that we maintain sufficient liquidity to enable us to contribute the non-financed portion of engine and aircraft purchases as well as to service our payment obligations to our creditors as they become due, despite the fact that the timing and amounts of our revenues do not match the timing under our debt service obligations. Our restricted cash is unavailable for general corporate purposes. Accordingly, our ability to successfully execute our business strategy and maintain our operations depends on our ability to continue to maintain sufficient liquidity, cash and available credit under our credit facilities. Our liquidity could be adversely impacted if we are subjected to onetypes owned or more of the following: a significant decline in revenues, a material increase in interest expense that is not matchedacquired by a corresponding increase in revenues, a significant increase in operating expenses, or a reduction in our available credit under our credit facilities. If we do not maintain sufficient liquidity, our ability tous will meet our payment obligations to creditors or to borrow additional funds could become impaired.

customer demand.


Liens on our engines or aircraft could exceed the value of such assets, which could negatively affect our ability to repossess, lease or sell a particular engine or aircraft.

Liens that secure the payment of repairers’ charges or other liens may, depending on the jurisdiction, attach to engines and aircraft. Engines also may be installed on airframes to which liens unrelated to the engines have attached. These liens may secure substantial sums that may, in certain jurisdictions or for limitedcertain types of liens, exceed the value of the particular engine or aircraft to which the liens have attached. In some jurisdictions, a lien may give the holder the right to detain or, in limited cases, sell or cause the forfeiture of the engine or aircraft. Such liens may have priority over our interest as well as our creditors’ interest in the engines or aircraft, either because they have such priority under applicable local law or because our creditors’ security interests are not filed in jurisdictions outside the United States.aircraft. These liens and lien holders could impair our ability to repossess and lease or sell the engines or aircraft. We cannot give assurance that our lessees will comply with their obligations to discharge third-party liens on our assets. If they do not, we may, in the future, find it necessary to pay the claims secured by such liens to repossess such assets.


In certain countries, an engine affixed to an aircraft may become an addition to the aircraft and we may not be able to exercise our ownership rights over the engine.

14


In somecertain jurisdictions, an engine affixed to an aircraft may become an addition to the aircraft sosuch that the ownership rights of the owner of the aircraft supersede the ownership rights of the owner of the engine. If an aircraft is security for the owner’s obligations to a third-party, the security interest in the aircraft may supersede our rights as owner of the engine. This legal principleSuch a security interest could limit our ability to repossess an engine located in such a jurisdiction in the event of a lessee bankruptcy or lease default while the aircraft with the engine installed remains in such a jurisdiction.default. We may suffer a loss if we are not able to repossess engines leased to lessees in these jurisdictions.

Compliance with the regulatory requirements imposed on us as a public company results in significant costs that may have an adverse effect on our results. As a public company, we are subject to various regulatory requirements including, but not limited to, compliance with the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. Compliance with these regulations results in significant additional costs to us both directly, through increased audit and consulting fees, and indirectly, through the time required by our limited resources to address such regulations.



We are subject to governmental regulation and our failure to comply with these regulations could cause the government to withdrawHigher or revoke our authorizations and approvals to do business and could subject us to penalties and sanctions that could harm our business. Governmental agencies throughout the world, including the FAA, highly regulate the manufacture, repair and operation of all aircraft operated in the United States and equivalent regulatory agencies in other countries, such as the EASA in Europe, regulate aircraft operated in those countries. We include, with the aircraft, engines and related parts that we purchase, lease and sell to our customers, documentation certifying that each part complies with applicable regulatory requirements and meets applicable standards of airworthiness established by the FAA or the equivalent regulatory agencies in other countries. Specific regulations vary from country to country, although regulatory requirements in other countries are generally satisfied by compliance with FAA requirements. With respect to a particular engine or engine component, we utilize FAA and/or EASA certified repair stations to repair and certify engines and components to ensure marketability. The revocation or suspension of any of our material authorizations or approvals would have an adverse effect on our business, financial condition and results of operations. New and more stringent government regulations, if adopted and enacted, could have an adverse effect on our business, financial condition and results of operations. In addition, certain product sales to foreign countries require approval or licensing from the U.S. government. Denial of export licenses could reduce our sales to those countries and could have a material adverse effect on our business.

We have a concentrated shareholder base which has the power to determine the outcome of most matters submitted to the stockholders for approval and could affect our stock prices adversely if selling a substantial amount of stock. As of March 31, 2019, our three largest stockholders beneficially owned or had the ability to direct the voting of shares of our common stock representing approximately 59% of the outstanding shares. As a result, these shareholders have the power to determine the outcome of substantially all matters submitted to our stockholders for approval, including the election of our board of directors. In addition, future sales by these shareholders of substantial amounts of our common stock, or the potential for such sales, could adversely affect the prevailing market price of our common stock.

Our business might suffer if we were to lose the services of certain key employees. Our business operations depend upon our key employees, including our executive officers. Loss of any of these employees, particularly our Chief Executive Officer, could have a material adverse effect on our business as our key employees have knowledge of our industry and customers and would be difficult to replace.

To service our debt and meet our other cash needs, we will require a significant amount of cash, which may not be available. Our ability to make payments on, or repay or refinance, our debt, will depend largely upon our future operating performance. Our future performance, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. In addition, our ability to borrow funds in the future to make payments on our debt will depend on our maintaining specified financial ratios and satisfying financial condition tests and other covenants in the agreements governing our debt. Our business may not generate sufficient cash flow from operations and future borrowings may not be available in amounts sufficient to pay our debt and to satisfy our other liquidity needs.

If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to seek alternatives, such as to reduce or delay investments and aircraft or engine purchases, or to sell assets, seek additional capital or restructure or refinance our indebtedness. Our ability to restructure or refinance our debt will depend on the condition of the capital markets and our financial condition at such time. Any refinancing of our debt could be at higher interest rates and might require us to comply with more onerous covenants, which could further restrict our business operations. The terms of our debt instruments may restrict us from adopting some of these alternatives. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations or to meet our aircraft or engine purchase commitments as they come due.

Despite our substantial indebtedness, we might incur significantly more debt. Despite our current indebtedness levels, we expect to incur additional debt in the future to finance our operations, including purchasing aircraft and engines and meeting our contractual obligations. The agreements relating to our debt, including our indentures, term loan facilities, revolving credit facilities, securitizations, and other financings do not entirely prohibit us from incurring additional debt. If we increase our total indebtedness, our debt service obligations will increase, and we will become more exposed to the risks arising from our substantial level of indebtedness.


A return to historically high fuel prices or continued volatility involatile fuel prices could affect the profitability of the aviation industry and our lessees’ ability to meet their lease payment obligations to us.


Historically, fuel prices have fluctuated widely depending primarily on international market conditions, geopolitical and environmental factors and events and currency exchange rates. Factors such as naturalNatural and other disasters can also significantly affect fuel availability and prices. The cost of fuel represents a major expense to airlines that is not within their control, and significant increases in fuel costs or hedges that inaccurately assess the direction of fuel costs can materially and adversely affect their operating results. Due to the competitive nature of the aviation industry, operators may be unable to pass on increases in fuel prices to their customers by increasing fares in a manner that fully offsets the increased fuel costs they may incur. In addition, they may not be able to manage this risk by appropriately hedging their exposure to fuel price fluctuations. The profitability and liquidity of those airlines that do hedge their fuel costs can also be adversely affected by swift movements in fuel prices if such airlines are required as a result to post cash collateral under hedge agreements. Therefore, if for any reason fuel prices return to historically high levels or show significant volatility, our lessees are likely to incur higher costs or generate lower revenues, which may affect their ability to meet their obligations to us.


Interruptions in the capital markets could impair our lessees’ ability to finance their operations, which could prevent the lessees from complying with payment obligations to us.

The global financial markets can be highly volatile and the availability of credit from financial markets and financial institutions can vary substantially depending on developments in the global financial markets. Our lessees depend on banks and the capital markets to provide working capital and to refinance existing indebtedness. To the extent such funding is unavailable, or available only at high interest costs or on unfavorable terms, and to the extent financial markets do not provide equity financing as an alternative, our lessees’ operations and operating results may be materially and adversely affected and they may not comply with their respective payment obligations to us.

Our lessees may fail to properly maintain our aircraft or engines. We may be exposed to increased maintenance costs for our leased aircraft or engines if lessees fail to properly maintain the aircraft or engines or pay supplemental maintenance rents. Under our leases, our lessees are primarily responsible for maintaining our aircraft and engines and complying with all governmental requirements applicable to the lessee and the aircraft and engines, including operational, maintenance, government agency oversight, registration requirements and airworthiness directives. We also require many of our lessees to pay us supplemental maintenance rents. If a lessee fails to perform required maintenance on our aircraft or engines during the term of the lease, the aircraft or engine’s market value may decline, which would result in lower revenues from its subsequent lease or sale, or the aircraft might be grounded. Maintenance failures by a lessee would also likely require us to incur maintenance and modification costs, which could be substantial, upon the termination of the applicable lease to restore the aircraft or engines to an acceptable condition prior to sale or re-leasing. Supplemental maintenance rents paid by our lessees may not be sufficient to fund such maintenance costs. If our lessees fail to meet their obligations to pay supplemental maintenance rents or fail to perform required scheduled maintenance, or if we are required to incur unexpected maintenance costs, our financial results may be materially and adversely affected.


Our lessees may fail to adequately insure our aircraft or engines. engines which could subject us to additional costs.

While an aircraft or engine is on lease, we do not directly control its operation. Nevertheless, because we hold title to the aircraft or engine, we could, in certain jurisdictions, be held liable for losses resulting from its operation under one or more legal theories in certain jurisdictions around the world, or atoperation. At a minimum, we mightmay be required to expend resources in our defense. We require our lessees to obtain specified levels of insurance and indemnify us for, and insure against, such operational liabilities. However, some lessees may fail to maintain adequate insurance coverage during a lease term, which, although constituting a breach of the lease, would require us to take some corrective action, such as terminating the lease or securing insurance for the aircraft or engines. Therefore, our lessees’ insurance coverage may not be sufficient to cover all claims that could be asserted against us arising from the operation of our aircraft or engines. Inadequate insurance coverage or default by lessees in fulfilling their indemnification or insurance obligations to us will reduce the insurance proceeds that we would otherwise be received by usentitled to receive in the event we are sued and are required to make payments to claimants. Moreover, our lessees’ insurance coverage is dependent on the financial condition of insurance companies which might not be ableand their ability to pay claims. A reduction in insurance proceeds otherwise payable to us as a result of any of these factors could materially and adversely affect our financial results.


If our lessees fail to cooperate in returning our aircraft or engines following lease terminations, we may encounter obstacles and are likely to incur significant costs and expenses conducting repossessions.

Our legal rights and the relative difficulty of repossession vary significantly depending on the jurisdiction in which an aircraft or engines are located and the applicable law.located. We may need to obtain a court order or consents for de-registration or re-export, a process that can differ substantially in different countries.from county to country. When a defaulting lessee is in bankruptcy, protective administration, insolvency or similar proceedings, additional limitations may also apply. For example, certain jurisdictions give rights to the trustee in bankruptcy or a similar officer to assume or reject the lease, or to assign it to a third party, or to entitle the lessee or another third party to retain possession of the aircraft or engines without paying lease rentals or performing all or some of the obligations under the relevant lease. Certain of our lessees are partially or wholly owned by government-related entities, which can further complicate our efforts to repossess our aircraft or engines in that government’s jurisdiction. If we encounter any of these difficulties, we may be delayed in, or prevented from, enforcing certain of our rights under a lease and in re-leasing the affected aircraft or engines.
When conducting a repossession, we are likely to incur significant costs and expenses that are unlikely to be recouped. These include legal and other expenses of court or other governmentalrelated to legal proceedings, including the cost of posting security bonds or letters of credit necessary to effect repossession of the aircraft or engines, particularly if the lessee is contesting the proceedings or is in bankruptcy. We must absorb the cost of lost revenue for the time the aircraft or engines are off-lease. We may incur substantial maintenance, refurbishment or repair costs that a defaulting lessee has failed to pay and are necessary to put the aircraft or engines in suitable condition for re-lease or sale. We may also incur significant costs in retrieving or recreating aircraft records required for registration of the aircraft and in obtaining the certificate of airworthiness for an aircraft. It may be necessary to pay to discharge liens or pay taxes and other governmental charges on the aircraft to obtain clear possession and to remarket the aircraft effectively, including, in some cases, liens that the lessee may have incurred in connection with the operation of its other aircraft. We may also incur other costs in connection with the physical possession of the aircraft or engines.



If our lessees fail to discharge aircraft liens for which they are responsible, we may be obligated to pay to discharge the liens.


15


In the normal course of their business,businesses, our lessees are likely to incur aircraft and engine liens that secure the payment of airport fees and taxes, custom duties, Eurocontrol and other air navigation charges, landing charges, crew wages, and other liens that may attach to our aircraft. Aircraft may also be subject to mechanic’s liens as a result of routine maintenance performed by third parties on behalf of our customers. Some of these liens can secure substantial sums, and if they attach to entire fleets of aircraft, as permitted in certain jurisdictions for certain kinds of liens, they may exceed the value of the aircraft itself. Although the financial obligations relating to these liens are the contractual responsibility of our lessees, if they fail to fulfill their obligations, the liens may ultimately become our financial responsibility. Until they are discharged, these liens could impair our ability to repossess, re-lease or sell our aircraft or engines. In some jurisdictions, aircraft and engine liens may give the holder thereof the right to detain or, in limited cases, sell or cause the forfeiture of the aircraft. If we are obliged to pay a large amount to discharge a lien, or if we are unable take possession of our aircraft subject to a lien in a timely and cost-effective manner, it could materially and adversely affect our financial results.


If our lessees encounter financial difficulties and we restructure or terminate our leases, we are likely to obtain less favorable lease terms.

If a lessee delays, reduces, or fails to make rental payments when due, or has advised us that it will do so in the future, we may elect or be required to restructure or terminate the lease. A restructured lease will likely contain terms that are less favorable to us. If we are unable to agree on a restructuring and we terminate the lease, we may not receive all or any payments still outstanding, and we may be unable to re-lease the aircraft or engines promptly and at favorable rates, if at all.


Withdrawal, suspension or revocation of governmental authorizations or approvals could negatively affect our business.

We may enter into strategic ventures that pose risks, including a lack of complete control overare subject to governmental regulation and our failure to comply with these regulations could cause the enterprise,government to withdraw or revoke our authorizations and potential unforeseen risks, any of whichapprovals to do business and could adversely impact our financial results. We may occasionally enter into strategic ventures or investments with third parties in order to take advantage of favorable financing opportunities, to share capital or operating risk, or to earn aircraft management fees. These strategic ventures and investments may subject us to various risks,penalties and sanctions that could harm our business. Governmental agencies throughout the world, including those arising from our possessing limited decision-making rightsthe FAA, highly regulate the manufacture, repair and operation of aircraft operated in the enterpriseUnited States and equivalent regulatory agencies in other countries, such as the EASA in Europe, regulate aircraft operated in those countries. With the aircraft, engines and related parts that we purchase, lease and sell to our customers, we include documentation certifying that each part complies with applicable regulatory requirements and meets applicable standards of airworthiness established by the FAA or over the related aircraft. Ifequivalent regulatory agencies in other countries. Specific regulations vary from country to country, although regulatory requirements in other countries are generally satisfied by compliance with FAA requirements. With respect to a particular engine or engine component, we were unableutilize FAA and/or EASA certified repair stations to resolve a dispute with a strategic partner who controls ultimate decision-making in such a venturerepair and certify engines and components to ensure marketability. The revocation or retains material managerial veto rights, we might reach an impasse which may lead to the liquidationsuspension of any of our investment at a time and in a manner thatmaterial authorizations or approvals would result in our losing some or all of our original investment and/or the incurrence of other losses, which could adversely impact our financial results. 

Our policies and procedures designed to ensure compliance with applicable laws, including anti-bribery and corruption laws, may not be effective in all instances to prevent violations and as a result we may be subject to related governmental investigations. We could become subject to various governmental investigations, audits and inquiries, both formal and informal. Such investigations, regardless of their outcome, could be costly, divert management attention, and damage our reputation. The unfavorable resolution of such investigations could result in criminal liability, fines, penalties or other monetary or non-monetary sanctions and could materially affecthave an adverse effect on our business, orfinancial condition and results of operations.

Foreign exchange rate fluctuationsNew and more stringent government regulations, if enacted, could adversely impacthave an adverse effect on our aggregatebusiness, financial condition and results of operations. In addition, certain product sales to foreign currency exposure. We have pursued and intend to continue to pursue growth opportunities in international markets and may invest in countries whererequire approval or licensing from the U.S. dollar is not the local currency. As a result, we are subjectgovernment. Denial of export licenses could reduce our sales to foreign currency risk due to potential fluctuations in exchange rates between foreign currenciesthose countries and the U.S. dollar. A significant depreciation in the value of the currency utilized in one or more countries where we have a significant presence maycould have a material adverse effect on our business.


Risks Related to Our Structure and Financing/Liquidity Risks

Our holding company structure may increase risks related to our operations.

Our business, financial condition and results of operations are dependent upon those of our individual businesses, and our aggregate investment in particular industries. We are a holding company with investments in businesses and assets in a number of industries. Our business, financial position.condition and results of operations are dependent upon our various businesses and investments and their management teams. Each of our businesses generally operate independently and in a decentralized manner. Additionally, in the ordinary course of business we guarantee the obligations of entities that we manage and/or invest in. Any material adverse change in one of our businesses, investments or management teams, or in a particular industry in which we operate or invest, may cause material adverse changes to our business, financial condition and results of operations. The more capital we devote to a particular investment or industry may increase the risk that such investment could significantly impact our financial condition and results of operations, possibly in a material adverse way.

A small number of stockholders has the ability to control the Company.

We have a very concentrated stockholder base. As of March 31, 2022, our three largest stockholders beneficially owned or had the ability to direct the voting of shares of our common stock representing approximately 64% of the outstanding shares. As a result, these stockholders have the power to determine the outcome of substantially all matters submitted to our stockholders for approval, including the election of our board of directors. In addition, future sales by these stockholders of substantial amounts of our common stock, or the potential for such sales, could adversely affect the prevailing market price of our securities.

An increase in interest rates or in our borrowing margin would increase the cost of servicing our debt and could reduce our cash flow and negatively affect the results of our business operations.

A portion of our outstanding debt bears interest at floating rates. As a result, to the extent we have not hedged against rising interest rates, an increase in the applicable benchmark interest rates would increase the cost of servicing our debt and could materially and adversely affect our results of operations, financial condition, liquidity and cash flows. In addition, if we refinance our indebtedness and interest rates or our borrowing margins increase between the time an existing financing arrangement was consummated and the time such financing arrangement is refinanced, the cost of servicing our debt would increase and our results of operations, financial condition, liquidity and cash flows could be materially and adversely affected.

16


Our inability to maintain sufficient liquidity could limit our operational flexibility and also impact our ability to make payments on our obligations as they come due.

In addition to being capital intensive and highly leveraged, our aircraft and engine business requires that we maintain sufficient liquidity to enable us to contribute the non-financed portion of engine and aircraft purchases as well as to service our payment obligations to our creditors as they become due, despite the fact that the timing and amounts of our revenues do not match the timing under our debt service obligations. Our restricted cash is unavailable for general corporate purposes. Accordingly, our ability to successfully execute our business strategy and maintain our operations depends on our ability to continue to maintain sufficient liquidity, cash and available credit under our credit facilities. Our liquidity could be adversely impacted if we are activesubjected to one or more of the following:
a significant decline in certain markets whoserevenues,
a material increase in interest expense that is not matched by a corresponding increase in revenues,
a significant increase in operating expenses,
a reduction in our available credit under our credit facilities, or
general economic growth is dependentor national events.
If we do not maintain sufficient liquidity, our ability to meet our payment obligations to creditors or to borrow additional funds could become impaired.

Future cash flows from operations or through financings may not be sufficient to enable the Company to meet its obligations.

Future cash flow of the Company’s operations can fluctuate significantly. If future cash flows are not sufficient to permit the Company to meet its obligations, this would likely have a material adverse effect on the priceCompany, its businesses, financial condition and results of commodities and the currencies in these marketsoperations. Additionally, credit market volatility may affect our ability to refinance our existing debt, borrow funds under our existing lines of credit or incur additional debt. There can be no assurance that the Company or its subsidiaries will continue to have access to their lines of credit if their financial performance does not satisfy the financial covenants set forth in the applicable financing agreements. If the Company or its subsidiaries do not meet certain of its financial covenants, and if they are unable to secure necessary waivers or other amendments from the respective lenders on terms acceptable to management and to renew or replace financing arrangements that mature during the current fiscal year, their ability to access available lines of credit could be limited, their debt obligations could be accelerated by the respective lenders and liquidity could be adversely affected.

The Company and/or its subsidiaries may be required to seek additional or alternative financing sources if the Company’s or its subsidiaries’ cash needs are significantly greater than anticipated or they do not materially meet their business plans, or there are unanticipated downturns in the markets for the Company’s and its subsidiaries’ products and services. Future disruption and volatility in credit market conditions could have a material adverse impact on the Company’s ability, or that of its subsidiaries, to refinance debt when it comes due on terms similar to our current credit facilities, to draw upon existing lines of credit or to incur additional debt if needed. There can be no assurance therefore that such financing will be available or available on acceptable terms. The inability to generate sufficient cash flows from operations or through financings or disruptions in the credit markets could impair the Company’s or its subsidiaries’ liquidity and would likely have a material adverse effect on their businesses, financial condition and results of operations.

A large proportion of our capital is invested in physical assets and securities that can be hard to sell, especially if market conditions are poor.

Because our investment strategy can involve public company securities, we may be restricted in our ability to effect sales during certain time periods. A lack of liquidity could limit our ability to vary our portfolio or assets promptly in response to changing economic or investment conditions. Additionally, if financial or operating difficulties of other competitors result in distress sales, such sales could depress asset values in the markets in which we operate. The restrictions inherent in owning physical assets could reduce our ability to respond to changes in market conditions and could adversely affect the performance of our investments, our financial condition and results of operations. Because there is significant uncertainty in the valuation of, or in the stability of the value of illiquid or non-public investments, the fair values of such investments do not necessarily reflect the prices that would actually be obtained when such investments are realized.

To service our debt and meet our other cash needs, we will require a significant amount of cash, which may not be available.

Our ability to make payments on, or repay or refinance, our debt, will depend largely upon our future operating performance. Our future performance, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. In addition, our ability to borrow funds in the future to make payments on our debt will depend on our maintaining specified financial ratios and satisfying financial condition tests and other covenants in the agreements governing our debt. Our business may not generate sufficient cash flow from operations and future borrowings may not be available in amounts sufficient to pay our debt and to satisfy our other liquidity needs.

If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to seek alternatives.

If we cannot meet our debt service obligations, we may be forced to reduce or delay investments and aircraft or engine purchases, sell assets, seek additional capital or restructure or refinance our indebtedness. Our ability to restructure or refinance our debt will depend on the condition of the capital markets and our financial condition at such time. Any refinancing of our debt could be at higher interest rates and might require us to comply with more volatileonerous covenants, which could further restrict our business operations. The terms of our debt instruments may restrict us from adopting some of these alternatives. These
17


alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations or to meet our aircraft or engine purchase commitments as they come due.

The transition away from LIBOR may adversely affect our cost to obtain financing and may potentially negatively impact our interest rate swap agreements.

It is expected that a result.

transition away from the widespread use of London Interbank Offered Rate (“LIBOR") to alternative rates will occur over the course of the next few years. The Federal Reserve Bank of New York and various other authorities have commenced the publication of reforms and actions relating to alternatives to U.S. dollar LIBOR. The full impact of such reforms and actions, together with any transition away from LIBOR remains unclear. These changes may have a material adverse impact on the availability and cost of our financing, including LIBOR-based loans, as well as our interest rate swap agreements.


CashDespite our substantial indebtedness, we might incur significantly more debt, and cash may not be available to meet our financial obligations when due or enable us to capitalize on investment opportunities when they arise.


We employ debt and other forms of leverage in the ordinary course of business to enhance returns to our investors and finance our operations.operations, and despite our current indebtedness levels, we expect to incur additional debt in the future to finance our operations, including purchasing aircraft and engines and meeting our contractual obligations as the agreements relating to our debt, including our indentures, term loan facilities, revolving credit facilities, and other financings do not entirely prohibit us from incurring additional debt. We also enter into financing commitments in the normal course of business, which we may be required to fund. If we are required to fund these commitments and are unable to do so, we could be liable for damages pursued against us or a loss of opportunity through default under contracts that are otherwise to our benefit could occur. We are therefore subject to the risks associated with debt financing and refinancing, including but not limited to the following: (i) our cash flow may be insufficient to meet required payments of principal and interest; (ii) payments of principal and interest on borrowings may leave us with insufficient cash resources to pay operating expenses and dividends; (iii) if we are unable to obtain committed debt financing for potential acquisitions or can only obtain debt at high interest rates or on other unfavorable terms, we may have difficulty completing acquisitions or may generate profits that are lower than would otherwise be the case; (iv) we may not be able to refinance indebtedness at maturity due to company and market factors such as the estimated cash flow produced by our assets, the value of our assets, liquidity in the debt markets, and/or financial, competitive, business and other factors; and (v) if we are able to refinance our indebtedness, the terms of a refinancing may not be as favorable as the original terms for such indebtedness. If we are unable to refinance our indebtedness on acceptable terms, or at all, we may need to utilize available liquidity, which would reduce our ability to pursue new investment opportunities, or we may need to dispose of one or more of our assets on disadvantageous terms, or raise equity, causing dilution to existing shareholders. Regulatory changes may also result in higher borrowing costs and reduced access to credit. stockholders.

The terms of our various credit agreements and other financing documents also require us to comply with a number of customary financial and other covenants, such as maintaining debt service coverage and leverage ratios, adequate insurance coverage and certain credit ratings. These covenants may limit our flexibility in conducting our operations and breaches of these covenants could result in defaults under the instruments governing the applicable indebtedness, even if we have satisfied and continue to satisfy our payment obligations. A large proportion of our capital is investedRegulatory changes may also result in physical assetshigher borrowing costs and securities that can be hardreduced access to sell, especially if market conditions are poor. Further, because our investment strategy can involve public company securities, we may be restricted incredit.

Our current financing arrangements require compliance with financial and other covenants and a failure to comply with such covenants could adversely affect our ability to effect sales duringoperate.

The terms of our various credit agreements and other financing documents also require us to comply with a number of customary financial and other covenants, such as maintaining debt service coverage and leverage ratios, adequate insurance coverage and certain time periods. A lack of liquidity couldcredit ratings. These covenants may limit our ability to varyflexibility in conducting our portfolio or assets promptly in response to changing economic or investment conditions. Additionally, if financial or operating difficultiesoperations and breaches of other ownersthese covenants could result in distress sales, such salesdefaults under the instruments governing the applicable indebtedness, even if we have satisfied and continue to satisfy our payment obligations. Regulatory changes may also result in higher borrowing costs and reduced access to credit.

Future acquisitions and dispositions of businesses and investments are possible, changing the components of our assets and liabilities, and if unsuccessful or unfavorable, could depress asset valuesreduce the value of the Company and its securities.

Any future acquisitions or dispositions may result in significant changes in the markets in whichcomposition of our assets and liabilities, as well as our business mix and prospects. Consequently, our financial condition, results of operations and the trading price of our securities may be affected by factors different from those affecting our financial condition, results of operations and trading price at the present time.

We face numerous risks and uncertainties as we operate.expand our business.

We expect the growth and development of our business to come primarily from internal expansion and through acquisitions, investments, and strategic partnering. As we expand our business, there can be no assurance that financial controls, the level and knowledge of personnel, operational abilities, legal and compliance controls and other corporate support systems will be adequate to manage our business and growth. The restrictions inherent in owning physical assets could reduce our ability to respond to changes in market conditions andineffectiveness of any of these controls or systems could adversely affect our business and prospects. In addition, if we acquire new businesses and/or introduce new products, we face numerous risks and uncertainties concerning the performanceintegration of their controls and systems, including financial controls, accounting and data processing systems, management controls and other operations. A failure to integrate these systems and controls, and even an inefficient integration of these systems and controls, could adversely affect our business and prospects.
18



Our business strategy includes acquisitions, and acquisitions entail numerous risks, including the risk of management diversion and increased costs and expenses, all of which could negatively affect the Company’s ability to operate profitably.

Our business strategy includes, among other things, strategic and opportunistic acquisitions. This element of our investments,strategy entails several risks, including, but not limited to the diversion of management’s attention from other business concerns and the need to finance such acquisitions with additional equity and/or debt. In addition, once completed, acquisitions entail further risks, including: unanticipated costs and liabilities of the acquired businesses, including environmental liabilities, that could materially adversely affect our results of operations; difficulties in assimilating acquired businesses, preventing the expected benefits from the transaction from being realized or achieved within the anticipated time frame; negative effects on existing business relationships with suppliers and customers; and losing key employees of the acquired businesses. If our acquisition strategy is not successful or if acquisitions are not well integrated into our existing operations, the Company’s operations and business results could be negatively affected.

Strategic ventures may increase risks applicable to our operations.

We may enter into strategic ventures that pose risks, including a lack of complete control over the enterprise, and other potential unforeseen risks, any of which could adversely impact our financial conditionresults. We may occasionally enter into strategic ventures or investments with third parties in order to take advantage of favorable financing opportunities, to share capital or operating risk, or to earn aircraft management fees. These strategic ventures and results of operations. Because there is significant uncertaintyinvestments may subject us to various risks, including those arising from our possessing limited decision-making rights in the valuation of,enterprise or over the related aircraft. If we were unable to resolve a dispute with a strategic partner in such a venture that retains material managerial veto rights, we might reach an impasse which may lead to operational difficulties in the stabilityventure and increases costs or the liquidation of the value of illiquid or non-public investments, the fair values of such investments do not necessarily reflect the pricesour investment at a time and in a manner that would actually be obtained when such investments are realized. Realizations at values significantly lower than the values at which investments have been recorded would result in our losing some or all of our original investment and/or the occurrence of other losses, which could adversely impact our financial results.

Rapid business expansions or new business initiatives may increase risk.

Certain business initiatives, including expansions of existing businesses such as the relatively recent expansion at our commercial jet engines and parts segment and the establishment of a decline inlarge aircraft asset management feesbusiness and the potential loss of carried interesta new aircraft capital joint venture, may bring us into contact, directly or indirectly, with individuals and incentive fees. We enter into financing commitments in the normal course of business, which we may be required to fund. Additionally, in the ordinary course of business we guarantee the obligations of other entities that we manage and/are not within our traditional client and counterparty base and may expose us to new asset classes, new business plans and new markets. These business activities expose us to new and enhanced risks, greater regulatory scrutiny of these activities, increased credit-related, sovereign and operational risks, and reputational concerns regarding the manner in which these assets are being operated or invest in. If we are requiredheld. There is no assurance that prior year activity and results will occur in future periods.

Our policies and procedures may not be effective in ensuring compliance with applicable law.

Our policies and procedures designed to fund these commitmentsensure compliance with applicable laws may not be effective in all instances to prevent violations. We could become subject to various governmental investigations, audits and are unable to do so, thisinquiries, both formal and informal. Such investigations, regardless of their outcome, could be costly, divert management attention, and damage our reputation. The unfavorable resolution of such investigations could result in damages being pursued againstcriminal liability, fines, penalties or other monetary or non-monetary sanctions and could materially affect our business or results of operations.

Compliance with the regulatory requirements imposed on us oras a losspublic company results in significant costs that may have an adverse effect on our results.

As a public company, we are subject to various regulatory requirements including, but not limited to, compliance with the rules
and regulations of opportunitythe Securities Act of 1933, as amended and the Securities Exchange Act of 1934, as amended, including the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. Compliance with these rules and regulations results in significant additional costs to us both directly, through default under contracts that are otherwiseincreased audit and consulting fees, and indirectly, through the time required by our limited resources to our benefit. 

address such regulations.


Deficiencies in our public company financial reporting and disclosures could adversely impact our reputation.

As we expand the size and scope of our business, there is a greater susceptibility that our financial reporting and other public disclosure documents may contain material misstatements and that the controls we maintain to attempt to ensure the complete accuracy of our public disclosures may fail to operate as intended. The occurrence of such events could adversely impact our reputation and financial condition. Management is responsible for establishing and maintaining adequate internal controls over financial reporting to give our stakeholders assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles (“GAAP”GAAP). However, the process for establishing and maintaining adequate internal controls over financial reporting has inherent limitations, including the possibility of human error. Our internal controls over financial reporting may not prevent or detect misstatements in our financial disclosures on a timely basis, or at all. Some of these processes may be new for certain subsidiaries in our structure, and in the case of acquisitions, may take time to be fully implemented. Our disclosure controls and procedures are designed to provide assurance that information required to be disclosed by us in reports filed or submitted under U.S. securities laws is recorded, processed, summarized and reported within the required time periods specified.periods. Our policies and procedures governing disclosures may not ensure that all material information regarding us is disclosed in a proper and timely fashion or that we will be successful in preventing the disclosure of material information to a single person or a limited group of people before such information is generally disseminated.

19


Item 1B.    Unresolved Staff Comments
Not applicable.
Item 2.    Properties.

Since 1979, the Company leased the Little Mountain Airport in Maiden, North Carolina from a corporation whose stock is owned in part by former officers and directors of the Company and an estate of which certain former directors are beneficiaries. The facility consisted of approximately 68 acres with one 3,000-foot paved runway, approximately 20,000 square feet of hangar space and approximately 12,300 square feet of office space. As noted below, the operations of Air T, MAC and ATGL were headquartered at this facility until they were relocated on July 31, 2017. The lease expired on January 31, 2018 and was not renewed.

The Company acquiredowns approximately 4.626 acres in Denver, North Carolina, for the construction of facilities to housewhich houses the operations of Air T and MAC and ATGL. Constructiona 55,000 square feet office building in St. Louis Park, Minnesota that is partially leased to tenants and is the location of the new facility was completed on July 31, 2017 and the Company has been in this facility since.

Company's Minnesota executive office.

The Company also leases approximately 1,950 square feet of office space and approximately 4,800 square feet of hangar space at the Ford Airport in Iron Mountain, Michigan. CSA’s operations are headquartered at these facilities which are leased from a third party under an annually renewable agreement.


The Company leases approximately 53,000 square feet of a 66,000 square foot aircraft maintenance facility located in Kinston, North Carolina under an agreement that extends through January 2023, with the option to extend the lease for four additional five-year periods thereafter. The Company has calculated rent expense under the current lease term. The rental rate under the lease increases by increments for each of the five-year renewal periods.

GGS leases an 112,500 square foot production facility in Olathe, Kansas. The facility is leased from a third party under a lease agreement, which expires in August 2019. As of the date of issuance, GGS has elected to extend this lease to August 2024.

As of March 31, 2019,2022, the Company leased hangar, maintenance and office space from third parties at a variety of other locations, at prevailing market terms.

Contrail Aviation leases a 21,000 square foot facility in Verona, Wisconsin. The lease for this facility expires on July 17, 2021, though Contrail Aviation has the option to renew the lease on the same terms for an additional five-year period. This is a lease from a related party. See Note 2615 “Related Party Matters”.

of Notes to Consolidated Financial Statements included under Part II, Item 8 of this report. This lease expires on July 17, 2026. Contrail also leases a 1,453 square foot office space in Denver, Colorado. The lease is a 60 month lease that extends through June 2026.

Jet Yard leases approximately 48.5 acres of land from Pinal County at the Pinal Air Park in Marana, Arizona. The lease expires in May 2046, though Jet Yard has an option to renew the lease for an additional 30-year period (though the lease to a 2.6-acre parcel of the leased premises may be terminated by Pinal County upon 90 days’ notice). The lease agreement permits Pinal County to terminate the lease if Jet Yard fails to make substantial progress toward the construction of facilities on the leased premises in phases in accordance with a specified timetable. As of the date of issuance, the construction of a demolition pad required by March 31, 2017 under the lease has not been completedOn May 27, 2020, Pinal County and Jet Yard andentered into the first amendment to the lease agreement in which Pinal County areagreed to the terms of Jet Yard's ground hardening civil improvement project ("ground hardening improvements") on areas under lease to improve its aircraft parking facilities. Starting in discussionsfiscal 2021, Jet Yard subleased the aforementioned lease along with respectthe ground hardening improvements to improvements on the leased premises.

Delphax SolutionsJet Yard Solutions.

DSI leases 12,206 square feet of space in a building located in Mississauga, Ontario.Canada. The lease expires on July 31, 2020. Delphax Solutions’ obligations under2023. The lease required Air T to deposit six months' rent as a cash deposit.

AirCo and Worthington began work in mid-2019 to consolidate back office operations. This process began with the lease have been guaranteed by Air T.

move of AirCo’s inventory from Wichita to Eagan, MN. In parallel to this, Worthington worked with the landlord and property manager on a tenant expansion project to add an additional 2,546 square feet of office space and 11,214 square feet of warehouse to the Eagan, MN facility to consolidate inventory and support operations into one facility. AirCo leases a 20,000 square-footServices occupied the Wichita facility which originally expiredthrough the end of the lease on April 30, 2017, though2020 at which time the Repair Station moved to Eagan, MN.

Worthington and AirCo may prior thereto terminate the lease on 90-days’ notice and may renew the lease for up to four successive one-year terms. As of the date of issuance, AirCo has exercised the second of the four options to renew the lease through May 1, 2020.

Worthington leases a 27,52041,280 square-foot facility in Eagan, Minnesota. The lease for this facility expires in March 2020.December 2027. In addition, Worthington also leases a 12,000 square-foot storage facility in Hastings, Minnesota. The lease for this facility expires in July 2022. Worthington has two leases in Tulsa, Oklahoma. One lease is 22,582 square footfeet and expires in September 2019.January 2027. The other lease is 10,000 square foot and expiresfeet, renewable every six months, with the latest renewal expiring in JanuarySeptember 2022. Additionally, Worthington also has two facility leases in Australia: Unit E3 is 1,195 square footfeet and Unit B5 is 1,442 square foot,feet, both willof which expire in May 2020.

January 2025.


Item 3.    Legal Proceedings.

The Company and its subsidiaries are subject to legal proceedings and claims that arise in the ordinary course of their business. We believe that our current proceedings will not have a material adverse effect on our financial condition, liquidity or results of operations. We record a liability when a loss is considered probable, and the amount can be reasonably estimated.

20


Item 4.    Mine Safety Disclosures.

Not applicable.

PART II

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Item 5.    Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
The Company’s common stock is publicly traded on the NASDAQ Global Market under the symbol “AIRT.”

As of March 31, 2019,2022, the approximate number of holders of record of the Company’s Common Stock was 163.

157.

The Company’s Board of Directors in May 2014 adopted a policy to discontinue the payment of a regularly scheduled annualCompany has not paid any cash dividend.

dividends since 2014.

On May 14, 2014, the Company announced that its Board of Directors had authorized a program to repurchase up to 750,000 shares (adjusted to 1,125,000 shares after the stock split on June 10, 2019) of the Company’s common stock from time to time on the open market or in privately negotiated transactions, in compliance with SEC Rule 10b-18, over an indefinite period. The Company purchased 22,65215,435 shares pursuant to this authorization during the fiscal year ended March 31, 2019.

2022.

The equity compensation plan information called for by Item 201(d) of Regulation S-K is set forth in Item 12 “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” of Part III of this report under the heading “Equity Compensation Plan Information”.

Purchases of shares of common stock during the fourth quarter are described below:

          

Total Number of Shares

  

Maximum Number of

 
          

Purchased as Part of

  

Shares that May Yet Be

 

Dates of

 

Total Number of

  

Average Price

  

Public Announced

  

Purchased Under the

 

Shares Purchased

 

Shares Purchased

  

Paid per Share

  

Plans or Programs

  

Plans or Programs

 

Jan 1 - Jan 31, 2019

  583  $28.02   21,541   728,459 

Feb 1 - Feb 28, 2019

  557  $30.06   22,098   727,902 

March 1 - March 31, 2019

  554  $32.70   22,652   727,348 

Dates of
Shares Purchased
Total Number of
Shares Purchased
Average Price
Paid per Share
Total Number of Shares
Purchased as Part of
Public Announced
Plans or Programs
Maximum Number of
Shares that May Yet Be
Purchased Under the
Plans or Programs
Jan 1 - Jan 31, 20225,660$25.47 178,970933,282
Feb 1 - Feb 28, 20229,775$24.65 188,745923,507
March 1 - March 31, 2022$— 188,745923,507
As of March 31, 2019,2022, the Company did not sell any securities within the past three years that were not registered under the Securities Act.

Item 6.    Selected Financial Data.

Not applicable

[Reserved]

21


Item 7.    Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Overview

Air T, Inc. (the “Company,” “Air T,” “we” or “us” or “our”) is a holding company with a portfolio of operating businesses and financial assets. Our goal is to prudently and strategically diversify Air T’s earnings power and compound the growth in its free cash flow per share over time.

We currently operate in sixfour industry segments:

Overnight air cargo, which operates in the air express delivery services industry;

Ground equipment sales, which manufactures and provides mobile deicers and other specialized equipment products to passenger and cargo airlines, airports, the military and industrial customers;

Ground support services, which provides ground support equipment maintenance and facilities maintenance services to domestic airlines and aviation service providers across the United States;

Commercial aircraft, engines and parts, which manages and leases aviation assets; supplies surplus and aftermarket commercial jet engine components; provides commercial aircraft disassembly/part-out services; commercial aircraft parts sales; procurement services and overhaul and repair services to airlines and commercial aircraft companies;

Printing equipment and maintenance, which designs, manufactures and sells advanced digital print production equipment and provides maintenance services to commercial customers; and

Corporate and other, which acts as the capital allocator and resource for other segments.

Overnight air cargo, which operates in the air express delivery services industry;
Ground equipment sales, which manufactures and provides mobile deicers and other specialized equipment products to passenger and cargo airlines, airports, the military and industrial customers;
Commercial aircraft, engines and parts, which manages and leases aviation assets; supplies surplus and aftermarket commercial jet engine components; provides commercial aircraft disassembly/part-out services; commercial aircraft parts sales; procurement services and overhaul and repair services to airlines and;
Corporate and other, which acts as the capital allocator and resource for other consolidated businesses. Further, Corporate and other is also comprised of insignificant businesses that do not pertain to other reportable segments.
Acquisitions
Wolfe Lake HQ, LLC. On December 2, 2021, the Company, through its wholly-owned subsidiary Wolfe Lake, completed the purchase of the real estate located at 5000 36th Street West, St. Louis Park, Minnesota for $13.2 million pursuant to the real estate purchase agreement with WLPC East, LLC, a Minnesota limited liability company dated October 11, 2021. The real estate purchased consists of a 2-story office building, asphalt-paved driveways and parking areas, and landscaping. The building was constructed in 2004 and contains an estimated 54,742 total square feet of space. Air T's Minnesota executive office is currently located in the building. With this purchase, the Company assumed 11 leases from existing tenants occupying the building. Wolfe Lake HQ, LLC is included within the Corporate and other segment. See Note 2 of Notes to Consolidated Financial Statements included under Part II, Item 8 of this report.
GdW Beheer B.V. On February 10, 2022, the Company, acquired GdW, a Dutch holding company in the business of providing global aviation data and information for EUR 12.5 million. The acquisition was completed through a wholly-owned subsidiary of the Company, Air T Acquisition 22.1, a Minnesota limited liability company, through its Dutch subsidiary, Shanwick, and
22


was funded with cash, investment by executive management of the underlying business, and the loans described in Note 14 of Notes to Consolidated Financial Statements included under Part II, Item 8 of this report. As part of the transaction, the executive management of the underlying business purchased 30% of Shanwick. Air T Acquisition 22.1 and its consolidated subsidiaries are included within the Corporate and other segment. See Note 2 of Notes to Consolidated Financial Statements included under Part II, Item 8 of this report.
Unconsolidated Investments
On May 5, 2021, the Company helped form an aircraft asset management business called CAM, and a new aircraft capital joint venture called CJVII. The Company and MRC agreed to become common members in CAM. CAM serves two separate and distinct functions: 1) to direct the sourcing, acquisition and management of aircraft assets owned by CJVII, and 2) to directly invest into CJVII alongside other institutional investment partners. For the Asset Management Function, CAM receives origination fees, management fees, consignment fees (where applicable) and a carried interest. For its Investment Function, CAM has an initial commitment to CJVII of approximately $53.0 million, which is comprised of an $8.0 million initial commitment from the Company and an approximately $45.0 million initial commitment from MRC. Any investment returns are shared pro-rata between the Company and MRC. See Note 24 of Notes to Consolidated Financial Statements included under Part II, Item 8 of this report.
The Company also has ownership interests in Insignia and CCI. The operations of these companies are not consolidated into the operations of the Company. See Note 10 of Notes to Consolidated Financial Statements included under Part II, Item 8 of this report.
Each business segment has separate management teams and infrastructures that offer different products and services. We evaluate the performance of our business segments based on operating income.

income (loss) and Adjusted EBITDA.
Discontinued Operations
On September 30, 2019, the Company completed the sale of GAS. The results of operations of GAS are reported as discontinued operations in the condensed consolidated statements of operations for the year ended March 31, 2021. Unless otherwise indicated, the disclosures accompanying the condensed consolidated financial statements reflect the Company's continuing operations.


23



Forward Looking Statements


Certain statements in this Report, including those contained in “Overview,” are “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the Company’s financial condition, results of operations, plans, objectives, future performance and business. Forward-looking statements include those preceded by, followed by or that include the words “believes”, “pending”, “future”, “expects,” “anticipates,” “estimates,” “depends” or similar expressions. These forward-looking statements involve risks and uncertainties. Actual results may differ materially from those contemplated by such forward-looking statements, because of, among other things, potential risks and uncertainties, such as:


Economic and industry conditions in the Company’s markets;

The risk that contracts with FedEx could be terminated or adversely modified in connection with any renewal;

modified;

The risk that the number of aircraft operated for FedEx will be further reduced;

The risk that the United States Air ForceGGS customers will continue to defer or reduce significant orders for deicing equipment under its contracts with GGS;

equipment;

     The risk that Delphax’s future operating performance will result in Air T, Inc. being unable to fully recover its investments in Delphax;

•     The impact of any terrorist activities on United States soil or abroad;

The Company’s ability to manage its cost structure for operating expenses, or unanticipated capital requirements, and match them to shifting customer service requirements and production volume levels;

The Company's ability to meet debt service covenants and to refinance existing debt obligations;
The risk of injury or other damage arising from accidents involving the Company’s overnight air cargo operations, equipment or parts sold by GGS, Contrail Aviation, AirCo or Jet Yard and/or services provided by GAS or Jet Yard;

provided;

Market acceptance of the Company’s new commercial and military equipment and services;

Competition from other providers of similar equipment and services;

Changes in government regulation and technology;

Changes in the value of marketable securities held as investments; and

Mild winter weather conditions reducing the demand for deicing equipment.

equipment;

Market acceptance and operational success of the Company’s relatively new aircraft asset management business and related aircraft capital joint venture; and
The length and severity of the COVID-19 pandemic.

A forward-looking statement is neither a prediction nor a guarantee of future events or circumstances, and those future events or circumstances may not occur. We are under no obligation, and we expressly disclaim any obligation, to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise.


24



Results of Operations
Outlook
COVID-19 and its impact on the current financial, economic and capital markets environment, and future developments in these and other areas present uncertainty and risk with respect to our financial condition and results of operations. Each of our businesses implemented measures to attempt to limit the impact of COVID-19 but we still experienced a substantial number of disruptions, and we experienced and continue to experience a reduction in demand for commercial aircraft, jet engines and parts compared to historical periods. Many of our businesses may continue to generate reduced operating cash flow and may operate at a loss beyond fiscal 2022. We expect that the impact of COVID-19 will continue to some extent. The fluidity of this situation precludes any prediction as to the ultimate adverse impact of COVID-19 on economic and market conditions and our business in particular, and, as a result, present material uncertainty and risk with respect to us and our results of operations.
Fiscal 20192022 vs. 2018

2021

Consolidated revenue increased by $55.3$2.0 million (28%(1%) to $249.8$177.1 million for the fiscal year ended March 31, 20192022 compared to the prior fiscal year. Following is a table detailing revenuesrevenue (after elimination of intercompany transactions):

  

Year Ended March 31,

  

Change

 
  

2019

  

2018

         
                 
                 

Overnight Air Cargo

 $72,978,361  $72,845,353  $133,008   0%

Ground Equipment Sales

  47,152,125   50,004,507   (2,852,382)  -6%

Ground Support Services

  34,331,784   35,698,171   (1,366,387)  -4%

Commercial Jet Engines and Parts

  93,968,014   29,506,873   64,461,141   218%

Printing Equipment and Maintenance

  654,617   6,144,403   (5,489,786)  -89%

Corporate and Other

  749,577   320,038   429,539   134%
  $249,834,478  $194,519,345  $55,315,133   28%


, in thousands:

Year ended March 31,Change
20222021
Overnight Air Cargo$74,409 $66,251 $8,158 12 %
Ground Equipment Sales42,239 60,679 (18,440)(30)%
Commercial Jet Engines and Parts57,689 46,793 10,896 23 %
Corporate and Other2,740 1,398 1,342 96 %
Total$177,077 $175,121 $1,956 %
Revenues from the air cargo segment increased by $0.1$8.2 million (12%) compared to the prior fiscal year, principally attributable to higher FedEx pass through revenues, higher admin fee as a result of increased contract rates starting in June 2021 and higher maintenance labor revenue. In addition, maintenance revenue with customers outside of FedEx also increased compared to the prior year. Pass-through costs under the dry-lease agreements with FedEx totaled $23.6$23.0 million and $23.4$19.9 million for the years ended March 31, 20192022 and 2018,2021, respectively.

The ground equipment sales segment contributed approximately $47.2$42.2 million and $50.0$60.7 million to the Company’s revenues for the fiscal periods ended March 31, 20192022 and 2018,2021, respectively, representing a $2.9$18.4 million (6%(30%) decrease in the current yearyear. The decrease was primarily driven by a decreaselower volume of truck sales to the USAF in sales of deicer and catering trucks.the current fiscal year. At MachMarch 31, 2019,2022, the ground equipment sales segment’s order backlog was $26.1$14.0 million as compared to $13.3$10.3 million at March 31, 2018.

The ground support services segment contributed approximately $34.3 million and $35.7 million to the Company’s revenues for the fiscal years ended March 31, 2019 and 2018, respectively, representing a $1.4 million (4%) decrease in the current year principally due to the closure of two airport locations during fiscal year 2019.

2021.

The commercial aircraft,jet engines and parts segment contributed $94.0$57.7 million of revenues in fiscal year ended March 31, 20192022 compared to $29.5$46.8 million in the prior fiscal year which is an increase of $64.5$10.9 million (218%(23%). The primary driver of the increase in revenues was Contrail experiencing record levels of sales driven by the sales of nine engines totaling $41.0 million and the acquisition of Worthington in May 2018 which contributed revenues of approximately $15.2 million during the year ended March 31, 2019.

Revenues from the printing equipment and maintenance segment declined $5.5 million (89%) compared to prior yearis primarily dueattributable to the bankruptcy of Delphax.

fact that all the companies within this segment had higher component sales as the aviation industry started to see more activity in the current year as COVID-19 related restrictions continued to loosen.

Following is a table detailing operating income (loss) by segment, net of intercompany during Fiscal 20192022 and Fiscal 2018:

  

Year Ended March 31,

  

Change

 
  

2019

  

2018

         
                 
                 

Overnight Air Cargo

 $1,917,684  $4,127,322  $(2,209,638)  -54%

Ground Equipment Sales

  3,419,786   3,825,615   (405,829)  -11%

Ground Support Services

  (1,266,465)  (165,043)  (1,101,422)  -667%

Commercial Jet Engines and Parts

  12,008,849   609,257   11,399,592   1871%

Printing Equipment and Maintenance

  (1,402,505)  (620,494)  (782,011)  -126%

Corporate and Other

  (6,612,644)  (3,531,135)  (3,081,509)  -87%
  $8,064,705  $4,245,523  $3,819,183   90%

2021 (in thousands):

Year ended March 31,Change
20222021
Overnight Air Cargo$2,794 $2,178 $616 
Ground Equipment Sales3,220 8,948 (5,728)
Commercial Jet Engines and Parts3,619 (10,882)14,501 
Corporate and Other(878)(9,419)8,541 
Total$8,755 $(9,175)$17,930 
Consolidated operating income for the fiscal year ended March 31, 2018 increased by $3.8 million (90%) to $8.12022 was $8.8 million compared to consolidated operating incomeloss of $4.2$9.2 million forin the prior fiscal year.

Operating income for the air cargo segment decreasedincreased by $2.2$0.6 million (54%) in the current fiscal year, due primarily to having higher operating costs not passed through to the customer (mainly increased flight crew costs to meet operational requirements), decreased maintenance billable hours with FedExsegment revenues as described above, offset by higher pilot and higher general and administrative costs.

staff salaries as well as contract labor.

The ground equipment sales segment operating income decreased by $0.4$5.7 million (11%) from $3.8$8.9 million in the prior year to $3.4$3.2 million in the current year. While the gross margin was slightly lower on sales, thisThis decrease was primarily attributable to higher general and administrative expenses.


Operating loss for the ground support services segment increased by $1.1 million to ($1.3 million)decreased sales noted in the current fiscal year compared to ($0.2 million) in the prior year. This increase was primarily attributable to lower sales as described above, higher general and administrative costs, and higher restructuring costs due to the closure of certain underperforming locations.

segment revenue discussion above.

Operating income of the commercial aircraft,jet engines and parts segment improved by $11.4was $3.6 million compared to $12.0operating loss of $10.9 million from $0.6in the prior year. The change was primarily attributable to the increased component sales with more favorable margin as the aviation industry started to see more activity as explained in the segment revenue discussion above. In addition, this segment incurred an inventory write-down of $6.4 million in the prior year duecompared to Contrail having record levels of sales driven by the sale of nine engines totaling $41.0 million offset by the increase in operating expenses as discussed below.

The operating loss in the printing equipment and maintenance segment increased byonly $0.8 million to ($1.4 million) from ($0.6 million) in the prior year due to additional personnel costs due to increased headcount and contractor support.

The operating loss in the corporate and other segment increased to ($6.6 million) from ($3.5 million) in the prior year. The prior year included a benefit of $1.2 million for foreclosed inventory surplus as part of the Delphax bankruptcy. The operating loss in the current year is primarily attributable to corporate’s increased headcount, significant one-time professional fees, and restructuring costs.

Operating expenses increasedyear.

The table below provides Adjusted EBITDA by $51.5 million (27%) to $241.7 million insegment for the fiscal year ended March 31, 2019 compared to the prior year. The increase in operating expenses was primarily driven by the commercial aircraft, engines2022 and parts segment which increased $40.4 million principally due to cost of sales related to the nine engines sold, and the acquisition of Worthington in May 2018.

Operating expenses from the printing equipment and maintenance segment decreased by $2.6 million due to the bankruptcy of Delphax Canada in prior year.

Depreciation and amortization expenses increased by $5.3 million to $7.7 million in2021 (in thousands):

Twelve Months EndedChange
March 31, 2022March 31, 2021
Overnight Air Cargo$2,854 $2,248 606 
Ground Equipment Sales3,455 9,132 (5,677)
Commercial Jet Engines and Parts5,200 (3,933)9,133 
Corporate and Other(103)(8,777)8,674 
Adjusted EBITDA$11,406 $(1,330)12,736 
Consolidated Adjusted EBITDA for the fiscal year ended March 31, 20192022 was $11.4 million, an increase of $12.7 million compared to the prior fiscal year.
Adjusted EBITDA for the air cargo segment increased by $0.6 million in the current fiscal year, due primarily to having higher segment operating income as described above.
The ground equipment sales segment Adjusted EBITDA decreased by $5.7 million from $9.1 million in the prior year to $3.5 million in the current year. This decrease was primarily attributable to the decreased operating income noted in the discussion above.
Adjusted EBITDA of the commercial jet engines and parts segment was $5.2 million, an increase of $9.1 million from the prior fiscal year. The increase in depreciation and amortization expenses was primarily driven by the commercial aircraft, engines and parts segment which increased $5.1change in operating income (loss) as described above, partially offset by a lower EBITDA adjustment in inventory write-down of $5.5 million principally duein this fiscal year compared to the depreciationprior fiscal year.
The corporate and other segment Adjusted EBITDA increased by $8.7 million from fiscal 2021 to fiscal 2022. The increase was driven by the $9.1 million offset to general and administrative expenses in the current fiscal year as a result of the four engines and two whole aircraft at Contrail.

ERC credit.

Following is a table detailing consolidated non-operating income (expense), net of intercompany during Fiscal 2019fiscal 2022 and Fiscal 2018:

  

Year Ended March 31,

  

Change

 
  

2019

  

2018

         
                 

Gain on sale of marketable securities

  81,388   93,066  $(11,678)  -13%

Foreign currency loss

  (113,528)  (228,714) $115,186   50%

Impairment losses on investments

  (2,000,000)  (1,559,972) $(440,028)  -28%

Other investment income (loss), net

  (373,060)  121,860  $(494,920) 

n/m

 

Interest expense and other

  (3,427,102)  (1,724,771) $(1,702,331)  -99%

Gain on asset retirement obligation

  -   562,500  $(562,500)  -100%

Bargain purchase acquisition gain

  1,983,777   501,880  $1,481,897   295%

Unrealized gain (loss) on interest rate swap

  145,222   (66,706) $211,928  

n/m

 

Unrealized gain on transition to equity method

  -   721,585  $(721,585)  -100%

Equity in income (loss) of associated company

  340,714   (14,644) $355,358  

n/m

 
  $(3,362,589) $(1,593,916) $(1,768,673)  -111%

fiscal 2021 (in thousands):

Year Ended March 31,Change
20222021
Interest expense, net$(4,948)$(4,624)$(324)
Gain on forgiveness of Paycheck Protection Program ("PPP")8,331 — 8,331 
Income (loss) from equity method investments37 (723)760 
Other1,221 2,741 (1,520)
Total$4,641 $(2,606)$7,247 

The Company had net non-operating expensesincome of $3.4$4.6 million for the year ended March 31, 2019,2022, an increase of $1.8$7.2 million from $1.6$2.6 million non-operating expense in the prior year, principally dueyear. The increase was primarily attributable to an increase in interest expensethe $8.3 million gain recognized on the SBA's forgiveness of $1.7 million and other investment losses of $0.5 millionthe Company's PPP loan offset by a bargain purchase acquisition gaindecrease of $2.0$1.5 million in connection with the acquisitionother income primarily driven by prior-year's unrealized and realized gain on sale of Worthington in May 2018. This bargain purchase gain exceeded prior year bargain purchase gain of $0.5 million, in connection with the acquisition of AirCo in October 2017 by $1.5 million. In addition, there was an asset retirement obligation of $0.6 million in prior year related to the restoration of a leased facility in Canada at Delphaxinvestments that did not existrecur in current year.

the current-year.


During the year ended March 31, 2019,2022, the Company recorded $1,504,000$1.2 million of income tax expense related to continuing operations, which yielded an effective rate of 32.30%8.7%. The primary factors contributing to the difference between the federal statutory rate of 21% and the Company’s effective tax rate for the fiscal year ended March 31, 20192022 were the estimated benefit for the exclusion of income for the Company’s captive insurance company subsidiary under Section 831(b)§831(b), the presentation of the tax impact of the bargain purchase gain, and the exclusion from the tax provision of the minority owned portion of the pretax income of Contrail, Aviation Support, LLC as well as state income tax expense, the exclusion of PPP loan forgiveness proceeds from taxable income, and an increasechanges in the valuation allowance. The increasechange in the valuation allowance is primarily due to unrealized losses on investments realized capital lossesand the generation of foreign tax credits through the NOL carryback claim that exceed realized capital gains,the Company expects to expire before they are fully utilized, and lossesattribute reduction incurred by Delphax Solutions, Inc. related to dissolution of its French subsidiary.


During the fiscal year ended March 31, 2018,2021, the Company recorded $195,000 in$3.4 million of income tax expensebenefit related to continuing operations at an effective tax rate of 7.35%28.8%. The primary factors contributing to the difference between the federal statutory rate of 21% and the Company’s effective tax rate for the fiscal year ended March 31, 20182021 were the change in the valuation allowance relating to the other than temporary impairment of available for sale securities included in the pretax activity in the period, the estimated benefit for the exclusion of income for the Company’s captive insurance company subsidiary under Section 831(b)§831(b), the federal domestic production activities deduction,exclusion of the minority owned portion of pretax income of Contrail, state income tax expense, the rate differential for the Net Operating Loss ("NOL") carryback claim and changes in the valuation allowance. The change in the valuation allowance relatedis primarily due to unrealized losses on investments and the generation of foreign tax credits through the NOL carryback claim that the Company expects to expire before they are fully utilized.

25



Market Outlook

COVID-19 and its impact on the current financial, economic and capital markets environment, and future developments in these and other areas (such as inflation and supply chain issues) present uncertainty and risk with respect to our financial condition and results of operations. Each of our businesses implemented measures to attempt to limit the impact of COVID-19 but we still experienced a substantial number of disruptions, and we experienced and continue to experience a reduction in demand for commercial aircraft, jet engines and parts compared to historical periods. Many of our businesses may continue to generate reduced operating cash flow and could operate at a loss from time to time beyond fiscal 2022. We expect that the impact of COVID-19 will continue to some extent. The fluidity of this situation precludes any prediction as to the activityultimate adverse impact of Delphax,COVID-19 on economic and state income tax expense. Asmarket conditions and our businesses in particular, and, as a result, present material uncertainty and risk with respect to us and our results of tax reform, the rate was also impacted by the recognition of the minimum tax credit carryforward and the expense relating to the revaluing of the deferred tax asset and liability balances to the new federal statutory rate.

operations.

26


Liquidity and Capital Resources


As of March 31, 2022, the Company held approximately $8.4 million in total cash, cash equivalents and restricted cash. Of which, $2.3 million related to cash collateral for three Opportunity Zone fund investments. The Company also held $1.7 million in restricted investments held as statutory reserve of SAIC. The Company also has approximately $0.9 million of marketable securities.
As of March 31, 2022, the Company’s working capital amounted to $97.3 million, an increase of $19.7 million compared to March 31, 2021, primarily driven by the $9.1 million Employee Retention Credit ("ERC") receivable and an increase of $13.2 million in accounts receivable.
The Company’s Credit Agreement with MBTMinnesota Bank & Trust, a Minnesota state banking corporation (“MBT”) (the Air T debt in Note 1214 of Notes to the financial statements)Consolidated Financial Statements included under Part II, Item 8 of this report) includes several covenants that are measured once a year as ofat March 31, 2019, including but not limited to, a negative covenant requiring a debt service coverage ratio of 1.25. The AirCo 1 Credit Agreement (the AirCo 1 debt in Note 14 of Notes to Consolidated Financial Statements included under Part II, Item 8 of this report) contains an affirmative covenant relating to collateral valuation. The Contrail Credit Agreement (the Contrail debt in Note 14 of Notes to Consolidated Financial Statements included under Part II, Item 8 of this report) contains affirmative and negative covenants, including covenants that restrict the ability of Contrail and its subsidiaries to, among other things, incur or guarantee indebtedness, incur liens, dispose of assets, engage in mergers and consolidations, make acquisitions or other investments, make changes in the nature of its business, and engage in transactions with affiliates. The Contrail Credit Agreement also contains quarterly financial covenants applicable to Contrail and its subsidiaries, including a minimum debt service coverage ratio of 1.25 to 1.0 and a minimum tangible net worth ("TNW") of $8 million. The obligations of Contrail under the Contrail Credit Agreement are guaranteed by the Company, up to a maximum of $1.6 million, plus costs of collection. The Company is not liable for any other assets or liabilities of Contrail and there are no cross-default provisions with respect to Contrail’s debt in any of the Company’s debt agreements with other lenders. As of March 31, 2019,2022, the Company, wasAirCo 1 and Contrail were in compliance with all financial covenants,covenants.

In April 2020, the Company obtained loans under the PPP loan, as confirmedauthorized by MBT.

the CARES Act, of $8.2 million to help pay for payroll costs, mortgage interest, rent and utility costs. As of March 31, 2019,2022, the Company's PPP Loan was fully forgiven by the SBA. As such, the Company held approximately $12.5accounted for its then outstanding principal and accrued interest as a gain on extinguishment in accordance with ASC 470.


As mentioned in Note 14 of Notes to Consolidated Financial Statements included under Part II, Item 8 of this report, during fiscal 2022, the Company received $8.5 million in cash and cash equivalents. The Company also held approximately $1 million in restricted cash and investments with $0.2 million in cash held as statutory reservegross proceeds from the sale of SAIC and the remaining $0.8 million pledged to secure SAIC’s participation in certain reinsurance pool. $20,000 was invested in accounts not insuredTruPs through a S-3 Registration Statement filed by the Federal Deposit Insurance Corporation (“FDIC”).

As of March 31, 2019,Company. The TruPs were sold and issued under the Company’s working capital amounted to $18.6 million, a decrease of $11.9 million compared to March 31, 2018, primarily driven by the increase in short term borrowings of $15.5 million offset by the increase in cash of $7.7 million. See Note 12 for a summary of “Financing Arrangements” as of March 31, 2019.

On June 4, 2019, the CompanyS-3 “shelf” Registration Statement base prospectus filed a registration statement with the SEC Registration Nos. 333-228485Securities and 333-228485-01 for the issuance of 8.4 million shares of Alpha Income Trust Preferred Securities (AITPS) as well as warrants to purchase an aggregate of 8.4 million AITPS which will be issued to our shareholders as a dividend. Each warrant entitles the holder to purchase one AITPS for $2.40 per share, which price represents a $0.10 discount to the $2.50 face value of each AITPS. The registration statement wasExchange Commission on March 10, 2021 and declared effective by the SEC on March 19, 2021, and under an At the AITPSMarket Offering Agreement and warrants werea First Amendment to the At the Market Offering Agreement filed with the SEC on May 14, 2021 and November 19, 2021, respectively, and prospectus supplements filed with the SEC on May 14, 2021 and November 19, 2021, respectively.


The Shelf Registration Statement registers a number of securities that may be issued in June 4, 2019.

On June 10, 2019,by the Company in a maximum aggregate amount of up to $15 million. The Registration Statement is subject to the offering limits set forth in General Instruction I.B.6 of Form S-3 because the Company’s public float is less than $75 million. For so long as the Company's public float is less than $75 million, the aggregate market value of securities sold by the Company under the Shelf Registration Statement pursuant to Instruction I.B.6 to Form S-3 during any 12 consecutive months may not exceed one-third of the Company’s public float. For purposes of this limitation, the aggregate market value of our outstanding common stock held by non-affiliates, or public float, was $23.7 million, based on 1.0 million shares of our outstanding common stock held by non-affiliates and a price of $22.75 per share, which was the price as of March 31, 2022, a date within 60 days of the date that our common stock was last sold on The Nasdaq Global Market on May 26, 2022, calculated in accordance with General Instruction I.B.6 of Form S-3. After giving effect to the $7.9 million offering limit imposed by General Instruction I.B.6 of Form S-3, we have now reached the offering limit under the current Prospectus Supplement.


As mentioned in Note 24 of Notes to Consolidated Financial Statements included under Part II, Item 8 of this report, Contrail entered into an 8% Junior Subordinated Debenture (“debenture”)Operating Agreement with the Seller providing for the put and call options with regard to pay to Delaware Trust Company (the “Trust”) a principal sum of $4,000,000 on June 7, 2049, and to paythe 21% non-controlling interest on said principal sum quarterly at the rate of 8.0% per annum. The maturity date may be shortened at any timeretained by the CompanySeller. The Seller is the founder of Contrail and its current Chief Executive Officer. The Put/Call Option permits the Seller to anyrequire Contrail to purchase all of the Seller’s equity membership interests in Contrail commencing on July 18, 2021 ("Contrail RNCI"). As of the date not earlier than June 7, 2024.

On March 29, 2019,of this filing, neither the Seller nor Air T has indicated an intent to exercise the put and call options. If either side were to exercise the option, the Company enteredanticipates that the price would approximate the fair value of the Contrail RNCI, as determined on the transaction date. The Company currently expects that it would fund any required payment from cash provided by operations.


As mentioned in Note 24 of Notes to Consolidated Financial Statements included under Part II, Item 8 of this report, on May 5, 2021, the Company formed a new aircraft asset management business called CAM and a new aircraft capital joint venture called CJVII. The new venture will focus on acquiring commercial aircraft and jet engines for leasing, trading and disassembly. CJVII will target investments in current generation narrow-body aircraft and engines, building on Contrail’s origination and asset management expertise. CAM will serve two separate and distinct functions: 1) to direct the sourcing, acquisition and management of aircraft assets owned by CJVII, and 2) to directly invest into that certain AmendedCJVII alongside other institutional investment partners. CAM has an initial commitment to CJVII of approximately $53 million, which is comprised of an $8 million initial commitment from the Company and Restated Credit Agreement with Minnesota Bank & Trust (“MBT”), dated asan approximately $45 million initial commitment from MRC. As of March 28, 2019. The principal changes31, 2022, CAM's remaining capital commitments are approximately $2.0 million from the Company and $22.0 million from MRC. CJVII will initially be capitalized with up to $408.0 million of equity from the Company and three institutional investor partners, consisting of $108.0 million in initial commitments and $300.0 million in upsize capacity, contingent on underwriting and transaction appeal. As of the Amended Agreement are as follows: (1) the revolving credit facility increaseddate of this filing, $75.8 million of capital has been deployed to $17,000,000; (2) the rate was revised to the greater of (a) 4.00% or (b) the sum of (i) the prime rate minus (ii) 1.00%; (3) three parties were added: (a) Worthington Acquisition, LLC, a wholly-owned subsidiary of Stratus Aero Partners LLC, a wholly-owned subsidiaryCJVII. The timing of the Company; (b) Worthington Aviation, LLC, a wholly-owned subsidiaryremaining capital commitment is not yet known at this time.

The Company believes it is probable that the cash on hand (including that obtained from the PPP and other current financings), net cash provided by operations from its remaining operating segments, together with its current revolving lines of Worthington Acquisition, LLC; and (c) Worthington MRO, LLC, a wholly-owned subsidiary of Worthington Acquisition, LLC (collectively, the “Worthington Entities”). The additional funds were applied to repay indebtedness owed by the Worthington Entities under that certain Loan Agreement datedcredit, as of May 11, 2018 to MBT. Additionally, the related Amended and Restated Guaranty in favor of MBT, dated as of March 28, 2019, amends that certain Guaranty dated as of December 21, 2017, which also adds the Worthington Entities as parties.

Cash flows from operations, cash and cash equivalents, and the other sources of liquidity are expected toamended or replaced, will be available and sufficient to meet foreseeable cash requirements. 

its obligations as they become due in the ordinary course of business for at least 12 months following the date these financial statements are issued.



27



Cash Flows

Following is a table of changes in cash flow from continuing operations for the respective years ended March 31, 20192022 and 2018:

  

Year Ended March 31,

     
  

2019

  

2018

  

Change

 
             

Net Cash Provided by (Used in) Operating Activities

 $20,936,000  $(278,000) $21,214,000 

Net Cash Used in Investing Activities

  (23,005,000)  (27,036,000)  4,031,000 

Net Cash Provided by Financing Activities

  9,547,000   28,737,000   (19,190,000)

Effect of foreign currency exchange rates

  96,000   (3,000)  99,000 

Net Increase in Cash and Cash Equivalents and Restricted Cash

 $7,574,000  $1,420,000  $6,154,000 

2021 (in thousands):

Year Ended March 31,Change
20222021
Net Cash Used in Operating Activities$(33,084)$(1,823)$(31,261)
Net Cash (Used) Provided by Investing Activities(33,388)2,516 (35,904)
Net Cash Provided by Financing Activities59,254 71 59,183 
Effect of foreign currency exchange rates(341)(412)71 
Net (Decrease) Increase in Cash and Cash Equivalents and Restricted Cash$(7,559)$352 $(7,911)

Cash provided byused in operating activities was $20.9$33.1 million in fiscal year 20192022 compared to cash used in operating activities of ($0.3 million)$1.8 million in fiscal year 2018 principally2021. During fiscal year 2022, the Company's purchase of engines and components received into inventory exceeded amounts spent in fiscal year 2021 by $17.5 million. Further, less cash was collected this year due to higher net income generated in the current yeartiming and lower inventory levels due to increased salesless concentration of cash receipts compared to the prior year.

year as accounts receivable increased by $13.2 million.

Cash used in investing activities for fiscal year 20192022 was $4$33.4 million less thancompared to cash provided by investing activities for the prior fiscal year dueof $2.5 million. This difference was primarily to $4.2 million of proceeds recognized from sale of assets on lease that offsetdriven by cash used for the acquisitions of Wolfe Lake assets of $13.4 million, GdW's acquisition of $12.8 million, and investment in capital expenditures.

unconsolidated entities of $6.8 million.

Cash provided by financing activities for fiscal year 20192022 was $19.2$59.2 million lessmore compared to the prior fiscal year. This was primarily due to decreasedthe current year's increase in net proceeds from term loanslines of credit of $33.0 million, increase in proceeds received from issuance of Trust Preferred Securities ("TruPs") of $10.0 million, and increaseddecrease in payments on term loanline of credit of $21.0 million compared to prior year, offset by prior year's proceeds from PPP loan against life insurance policies.

of $8.2 million that did not recur in the current year.

28


Off-Balance Sheet Arrangements

The Company defines an off-balance sheet arrangement as any transaction, agreement or other contractual arrangement involving an unconsolidated entity under which a Company has (1) made guarantees, (2) a retained or a contingent interest in transferred assets, (3) an obligation under derivative instruments classified as equity, or (4) any obligation arising out of a material variable interest in an unconsolidated entity that provides financing, liquidity, market risk or credit risk support to the Company, or that engages in leasing, hedging, or research and development arrangements with the Company. The Company is not currently engaged in the use of any of these arrangements.

Impact

Supply Chain and Inflation

The Company continues to monitor a wide range of Inflation

health, safety, and regulatory matters related to the continuing COVID-19 pandemic including its impact on our business operations. In particular, ongoing supply chain disruptions have impacted product availability and costs across all markets including the aviation industry in which our Company operates. Additionally, the United States is experiencing an acute workforce shortage and increasing inflation which has created a hyper-competitive wage environment. Thus far, the direct impact of these items on our businesses have been immaterial. However, ongoing or future disruptions to consumer demand, our supply chain, product pricing inflation, our ability to attract and retain employees, or our ability to procure products and fulfill orders, could negatively impact the Company’s operations and financial results in a material manner. We continue to look for proactive ways to mitigate potential impacts of supply chain disruptions at our businesses.

The Company believes that inflation has not had a material effect on its manufacturing and commercial jet engine and parts operations, because increased costs to date have been passed on to its customers. Under the terms of its overnight air cargo business contracts the major cost components of itsthat segment's operations, consisting principally of fuel, crew and other direct operating costs, and certain maintenance costs are reimbursed by its customer. Significant increases in inflation rates could, however, have a material impact on future revenue and operating income.

29


Non-GAAP Financial Measures

The Company uses adjusted earnings before taxes, interest, and depreciation and amortization ("Adjusted EBITDA"), a non-GAAP financial measure as defined by the SEC, to evaluate the Company's financial performance. This performance measure is not defined by accounting principles generally accepted in the United States and should be considered in addition to, and not in lieu of, GAAP financial measures.

Adjusted EBITDA is defined as earnings before taxes, interest, and depreciation and amortization, adjusted for specified items. The Company calculates Adjusted EBITDA by removing the impact of specific items and adding back the amounts of interest expense and depreciation and amortization to earnings before income taxes. When calculating Adjusted EBITDA, the Company does not add back depreciation expense for aircraft engines that are on lease, as the Company believes this expense matches with the corresponding revenue earned on engine leases. Depreciation expense for leased engines totaled $0.3 million and $1.9 million for the fiscal year ended March 31, 2022 and 2021.

Management believes that Adjusted EBITDA is a useful measure of the Company's performance because it provides investors additional information about the Company's operations allowing better evaluation of underlying business performance and better period-to-period comparability. Adjusted EBITDA is not intended to replace or be an alternative to operating income (loss) from continuing operations, the most directly comparable amounts reported under GAAP.

The table below provides a reconciliation of operating income (loss) from continuing operations to Adjusted EBITDA for the fiscal year ended March 31, 2022 and 2021 (in thousands):

Twelve Months Ended
March 31, 2022March 31, 2021
Operating income (loss) from continuing operations$8,755 $(9,175)
Depreciation and amortization (excluding leased engines depreciation)1,589 1,231 
Asset impairment, restructuring or impairment charges805 6,592 
Loss (gain) on sale of property and equipment(10)
Security issuance expenses252 32 
Adjusted EBITDA$11,406 $(1,330)

Included in the asset impairment, restructuring or impairment charges for the fiscal year ended March 31, 2022 was a write-down of $0.8 million on the commercial jet engines and parts segment's inventory. The write-down was attributable to our evaluation of the carrying value of inventory as of March 31, 2022, where we compared its cost to its net realizable value and considered factors such as physical condition, sales patterns and expected future demand to estimate the amount necessary to write down any slow moving, obsolete or damaged inventory.

The table below provides Adjusted EBITDA by segment for the fiscal year ended March 31, 2022 and 2021 (in thousands):

Twelve Months Ended
March 31, 2022March 31, 2021
Overnight Air Cargo$2,854 $2,248 
Ground Equipment Sales3,455 9,132 
Commercial Jet Engines and Parts5,200 (3,933)
Corporate and Other(103)(8,777)
Adjusted EBITDA$11,406 $(1,330)

30


Seasonality

The ground equipment sales segment business has historically been seasonal, with the revenues and operating income typically being lowerhigher in the firstsecond and fourththird fiscal quarters as commercial deicers are typically delivered prior to the winter season. Other segments are typically not susceptible to material seasonal trends.

31


Critical Accounting Policies and Estimates.

Estimates.

The Company’s significant accounting policies are described in Note 1 of Notes to Consolidated Financial Statements inincluded under Part II, Item 8.8 of this report. The preparation of the Company’s consolidated financial statements in conformity with accounting principles generally accepted in the United States requires the use of estimates and assumptions to determine certain assets, liabilities, revenues and expenses. Management bases these estimates and assumptions upon the best information available at the time of the estimates or assumptions. The Company’s estimates and assumptions could change materially as conditions within and beyond our control change. Accordingly, actual results could differ materially from estimates. The Company believes that the following are its most critical accounting policies:

Business Combinations. The Company accounts for business combinations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805, Business Combinations. Consistent with ASC 805, the Company accounts for each business combination by applying the acquisition method. Under the acquisition method, the Company records the identifiable assets acquired and liabilities assumed at their respective fair values on the acquisition date. Goodwill is recognized for the excess of the purchase consideration over the fair value of identifiable net assets acquired. Included in purchase consideration is the estimated acquisition date fair value of any earn-out obligation incurred. For business combinations where non-controlling interests remain after the acquisition, assets (including goodwill) and liabilities of the acquired business are recorded at the full fair value and the portion of the acquisition date fair value attributable to non-controlling interests is recorded as a separate line item within the equity section or, as applicable to redeemable non-controlling interests, between the liabilities and equity sections of the Company’s consolidated balance sheets. There are various estimates and judgments related to the valuation of identifiable assets acquired, liabilities assumed, goodwill and non-controlling interests. These estimates and judgments have the potential to materially impact the Company’s consolidated financial statements.
Inventories – Inventories are carried at the lower of cost or net realizable value. Within the Company’s commercial jet engines and parts segment, there are various estimates and judgments made in relief of inventory as parts are sold from established groups of parts from one engine or airframe purchase. The estimates and judgments made in relief of inventory are based on assumptions that are consistent with a market participant’s future expectations for the commercial aircraft, jet engines and parts industry and the economy in general and our expected intent for the inventory. These assumptions and estimates are complex and subjective in nature. Changes in economic and operating conditions, including those occurring as a result of the impact of the COVID-19 pandemic or its effects could impact the assumptions and result in future losses to our inventory.

The Company periodically evaluates the carrying value of inventory. In these evaluations, the Company is required to make estimates regarding the net realizable value, which includes the consideration of sales patterns and expected future demand. Any slow moving, obsolete or damaged inventory and inventory with costs exceeding net realizable value are evaluated for write-downs. These estimates could vary significantly from actual amounts based upon future economic conditions, customer inventory levels, or competitive factors that were not foreseen or did not exist when the estimated write-downs were made.

Valuation of Assets on Lease or Held for Lease - Engine assets on lease or held for lease are stated at cost, less accumulated depreciation. On a quarterly basis, we monitor the portfolio for events which may indicate that a particular asset may need to be evaluated for potential impairment. These events may include a decision to part-out or sell an asset, knowledge of specific damage to an asset, or supply/demand events which may impact the Company’s ability to lease an asset in the future. On an annual basis, even absent any such ‘triggering event’, we evaluate the assets in our portfolio to determine if their carrying amount may not be recoverable. If an asset is determined to be unrecoverable, the asset is written down to fair value. When evaluating for impairment, we test at the individual asset level (e.g., engine, airframe or aircraft), as each asset generates its own stream of cash flows, including lease rents and maintenance reserves.

The Company must make significant and subjective estimates in determining whether any impairment exists. Those estimates are as follows:

Fair value – we determine fair value by reference to independent appraisals, quoted market prices (e.g., an offer to purchase) and other factors such as current data from airlines, engine manufacturers and MRO providers as well as specific market sales and repair cost data.

Future cash flows – when evaluating the future cash flows that an asset will generate, we make assumptions regarding the lease market for specific engine models, including estimates of market lease rates and future demand. These assumptions are based upon lease rates that we are obtaining in the current market as well as our expectation of future demand for the specific engine/aircraft model.

If the forecasted undiscounted cash flows and fair value of our long-lived assets decrease in the future, we may incur impairment charges.
Accounting for Redeemable Non-Controlling Interest. Policies related to redeemable non-controlling interests involve judgment and complexity, specifically on the classification of the non-controlling interests in the Company’s consolidated balance sheet, and the accounting treatment for changes in the fair value or estimated redemption value for non-controlling interests that are redeemed at other than fair value. Further, there is significant judgment in determining whether an equity instrument is currently redeemable or not currently redeemable but probable that the equity instrument will become redeemable. Additionally, there are also significant estimates made in the valuation of the Contrail's redeemable non-controlling interest. The fair value of Contrail's non-controlling interest is determined using a combination of the income approach, utilizing a discounted cash flow analysis, and the market approach, utilizing the guideline public company method. Contrail's discounted cash flow analysis requires significant management judgment with respect to forecasts of revenue, operating margins, capital expenditures, and the selection and use of an appropriate discount rate. Contrail’s market approach requires management to make significant assumptions related to market multiples of earnings derived from comparable publicly-traded companies with similar operating characteristics as Contrail. There are also significant estimates made to determine the estimated redemption value of Shanwick's redeemable non-controlling interest ("Shanwick RNCI"). The analysis uses significant inputs such as forecasted earnings before interest and taxes ("EBIT"), discount rate and expected volatility, which require significant management judgment and assumptions.
32


Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

The Company is subject to the risk of fluctuating interest rates in the normal course of business, primarily as a result of its variable rate borrowing. The Company has entered into variable to fixed rate interest-rate swap agreements to effectively reduce its exposure to interest rate fluctuations.

We are also exposed to certain losses in the event of nonperformance by the counterparties under the swaps. We regularly evaluate the financial condition of our counterparties. Based on this review, we currently expect the counterparties to perform fully under the swaps. However, if a counterparty defaults on its obligations under a swap, we could be required to pay the full rates on the applicable debt, even if such rates were in excess of the rate in the contract.

See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources” and the Notes to Consolidated Financial Statements for a description of our accounting policies and other information related to these financial instruments.
33


Item 8.    Financial Statements and Supplementary Data.
INDEX TO FINANCIAL STATEMENTS
Page

34


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of Air T, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Air T, Inc. and subsidiaries (the "Company") as of March 31, 2022 and 2021, the related consolidated statements of income (loss), comprehensive income (loss), equity, and cash flows, for each of the two years in the period ended March 31, 2022, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2022 and 2021, and the results of its operations and its cash flows for each of the two years in the period ended March 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Redeemable non-controlling interest – valuation of Contrail Aviation Support, LLC — Refer to Notes 1 and 4 to the financial statements

Critical Audit Matter Description

The Company has a 79% controlling interest in Contrail Aviation Support, LLC and is party to an operating agreement with the owner of the remaining 21% ownership interest in Contrail Aviation Support, LLC, that contains certain future redemption features that are outside the control of the Company.
35



This arrangement is recorded and disclosed as a redeemable non-controlling interest at fair value of $7.2 million as of March 31, 2022. The Company adjusts the redeemable non-controlling interest each reporting period to the higher of the redemption value or carrying value, using a combination of the income approach, utilizing a discounted cash flow analysis, and the market approach, utilizing the guideline public company method. The determination of fair value includes estimation uncertainty under both approaches.

The income approach requires significant management judgment with respect to forecasts of future revenue, operating margins, and capital expenditures, and the selection and use of an appropriate discount rate. The market approach requires management to make significant assumptions related to market multiples of earnings derived from comparable publicly-traded companies with similar operating characteristics as Contrail Aviation Support, LLC. We identified the valuation of redeemable non-controlling interest in Contrail Aviation Support, LLC as a critical audit matter given the significant judgments and assumptions required by management to estimate the fair value of the redeemable non-controlling interest, as well as the fact that performing audit procedures required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the significant judgments and assumptions utilized in the valuation of the redeemable non-controlling interest in Contrail Aviation Support, LLC, included the following, among others:

We evaluated the reasonableness of management’s forecasts of future revenue and operating margins by comparing the forecasts to:
Historical results of Contrail Aviation Support, LLC, and
Forecasted information included in industry reports.
We considered the impact of industry and market conditions on management’s forecasts for Contrail Aviation Support, LLC.
We involved our fair value specialists to assist in the evaluation of:
The valuation methodologies used by the Company to determine whether they were consistent with generally accepted valuation practices, and reasonably weighted.
The discount rates, including testing the underlying source information and the mathematical accuracy of the calculations, and developing a range of independent estimates and comparing those to the discount rates selected by management.
Earnings multiples, including testing the underlying source information and mathematical accuracy of the calculations, and evaluating the appropriateness of the Company’s selection of companies in its industry comparable groups.
We performed sensitivity analyses with regard to forecasted revenue and the discount rate to evaluate the changes in the fair value of the redeemable non-controlling interest in Contrail Aviation Support, LLC, that would result from changes in those significant assumptions.
We evaluated whether the business and valuation assumptions used were consistent with evidence obtained in other areas of the audit.


/s/ Deloitte & Touche LLP
Minneapolis, Minnesota
June 28, 2022

We have served as the Company's auditor since 2018.
36


AIR T, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (LOSS)
Year Ended March 31,
(In thousands, except per share data)20222021
Operating Revenues:
Overnight air cargo$74,409 $66,251 
Ground equipment sales42,239 60,679 
Commercial jet engines and parts57,689 46,793 
Corporate and other2,740 1,398 
177,077 175,121 
Operating Expenses:
Overnight air cargo65,694 58,351 
Ground equipment sales33,538 45,282 
Commercial jet engines and parts36,603 36,710 
General and administrative29,817 34,264 
Depreciation and amortization1,860 3,107 
Write-down of inventory768 6,405 
Impairment of property and equipment37 187 
Loss (gain) on sale of property and equipment(10)
168,322 184,296 
Operating Income (Loss) from continuing operations8,755 (9,175)
Non-operating Income (Expense):
Interest expense, net(4,948)(4,624)
Gain on forgiveness of PPP8,331 — 
Income (loss) from equity method investments37 (723)
Other1,221 2,741 
4,641 (2,606)
Income (Loss) from continuing operations before income taxes13,396 (11,781)
Income Tax Expense (Benefit)1,169 (3,387)
Net Income (Loss) from continuing operations12,227 (8,394)
Gain on sale of discontinued operations, net of tax— 
Net Income (Loss)12,227 (8,390)
Net (Income) Loss Attributable to Non-controlling Interests(1,299)1,113 
Net Income (Loss) Attributable to Air T, Inc. Stockholders$10,928 $(7,277)
Income (loss) from continuing operations per share (Note 23)
Basic$3.79 $(2.53)
Diluted$3.78 $(2.53)
Income from discontinued operations per share (Note 23)
Basic$— $— 
Diluted$— $— 
Income (Loss) per share (Note 23)
Basic$3.79 $(2.53)
Diluted$3.78 $(2.53)
Weighted Average Shares Outstanding:
Basic2,880 2,882 
Diluted2,888 2,882 
See notes to consolidated financial statements.
37


AIR T, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Year Ended March 31,
(In thousands)20222021
Net Income (Loss)$12,227 $(8,390)
Other Comprehensive Loss:
Foreign currency translation loss(549)(409)
Unrealized gain on interest rate swaps, net of tax of $294 and $78929 262 
Reclassification of interest rate swaps into earnings41 (18)
Total Other Comprehensive Loss421 (165)
Total Comprehensive Income (Loss)12,648 (8,555)
Comprehensive (Income) Loss Attributable to Non-controlling Interests(1,299)1,113 
Comprehensive Income (Loss) Attributable to Air T, Inc. Stockholders$11,349 $(7,442)
See notes to consolidated financial statements.
38


AIR T, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)March 31, 2022March 31, 2021
ASSETS
Current Assets:
Cash and cash equivalents$5,616 $10,996 
Marketable securities859 1,407 
Restricted cash2,752 4,931 
Restricted investments1,691 1,507 
Accounts receivable, net of allowance for doubtful accounts of $1,368 and $1,17719,684 6,505 
Income tax receivable3,230 4,389 
Inventories, net75,167 71,971 
Employee retention credit receivable9,138 — 
Other current assets10,106 4,068 
Total Current Assets128,243 $105,774 
Assets on lease or held for lease, net of accumulated depreciation of $780 and $43614,509 2,131 
Property and equipment, net of accumulated depreciation of $5,405 and $4,51021,212 8,519 
Intangible assets, net of accumulated amortization of $2,947 and $2,46713,260 1,600 
Right-of-use assets7,354 7,757 
Equity method investments9,864 4,475 
Goodwill10,126 4,227 
Other assets3,031 6,267 
Total Assets207,599 140,750 
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable9,397 8,344 
Income tax payable194 39 
Accrued expenses and other (Note 12)13,391 12,787 
Current portion of long-term debt6,482 5,639 
Short-term lease liability1,443 1,370 
Total Current Liabilities30,907 28,179 
Long-term debt129,326 81,857 
Deferred income tax liabilities, net2,812 595 
Long-term lease liability6,734 7,075 
Other non-current liabilities1,342 1,732 
Total Liabilities171,121 $119,438 
Redeemable non-controlling interest10,761 6,598 
Commitments and contingencies (Note 24)00
Equity:
Air T, Inc. Stockholders' Equity:
Preferred stock, $1.00 par value, 50,000 shares authorized— — 
Common stock, $0.25 par value; 4,000,000 shares authorized, 3,022,745 shares issued, 2,866,418 and 2,881,853 shares outstanding756 756 
Treasury stock, 156,327 at $19.20 and 140,892 shares at $18.58(3,002)(2,617)
Additional paid-in capital393 — 
Retained earnings26,729 16,270 
Accumulated other comprehensive loss(263)(684)
Total Air T, Inc. Stockholders' Equity24,613 13,725 
Non-controlling Interests1,104 989 
Total Equity25,717 14,714 
Total Liabilities and Equity$207,599 $140,750 
See notes to consolidated financial statements.

39


AIR T, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended March 31,
(In thousands)20222021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)$12,227 $(8,390)
Gain on sale of discontinued operations, net of income tax— (4)
Net income (loss) from continuing operations12,227 (8,394)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and  amortization1,860 3,107 
Profit from sale of assets on lease and held for lease— (1,473)
Gain on forgiveness of PPP loan(8,331)— 
Write-down of inventory768 6,405 
Other876 1,019 
Change in operating assets and liabilities:
Accounts receivable(12,654)6,074 
Inventories(17,602)(129)
Accounts payable1,050 (2,521)
Accrued expenses(485)(341)
Employee retention credit receivable(9,138)— 
Other(1,655)(5,570)
Total adjustments(40,484)(2,487)
Net cash used in operating activities - continuing operations(33,084)(1,823)
Net cash provided by operating activities - discontinued operations— 
Net cash used in operating activities(33,084)(1,819)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of marketable securities— (659)
Sale of marketable securities815 2,452 
Proceeds from sale of assets on lease and held for lease— 8,183 
Acquisition of businesses, net of cash acquired(12,804)(536)
Investment in unconsolidated entities(6,797)— 
Acquisition of assets(13,408)— 
Capital expenditures related to property & equipment(1,530)(3,899)
Capital expenditures related to assets on lease or held for lease(28)(2,106)
Other364 (919)
Net cash (used) provided by investing activities - continuing operations(33,388)2,516 
Net cash (used) provided by investing activities - discontinued operations— — 
Net cash (used) provided by investing activities(33,388)2,516 
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from lines of credit99,363 66,383 
Payments on lines of credit(84,551)(105,552)
Proceeds from term loan34,232 59,278 
Payments on term loan(3,813)(27,275)
Proceeds from PPP loan— 8,215 
Proceeds received from issuance of TruPs11,278 1,341 
Other2,745 (2,319)
Net cash provided by financing activities - continuing operations59,254 71 
Effect of foreign currency exchange rates on cash and cash equivalents(341)(412)
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH(7,559)356 
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD15,927 15,571 
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD8,368 15,927 
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES:
Non-cash capital expenditures related to property & equipment13 31 
Equipment leased or held for lease transferred to Inventory12 19,623 
Equipment in Inventory transferred to Assets on Lease13,100 — 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Operating cash payments for operating leases1,824 1,683 
Cash paid during the year for interest1,523 2,732 
Cash paid during the year for income taxes$429 $477 

See notes to consolidated financial statements.
40


AIR T, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY

(In thousands)Common StockTreasury Stock
SharesAmountShareAmountAdditional
Paid-In
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)
Non-controlling
Interests*
Total
Equity
Balance, March 31, 20203,023 $756 141 $(2,617)$2,636 $23,768 $(537)$1,005 $25,011 
Net loss*— — — — — (7,277)— (16)(7,293)
Foreign currency translation loss— $— — — — — (409)— (409)
Adjustment to fair value of redeemable non-controlling interest— — — — (2,636)(221)— — (2,857)
Unrealized gain of interest rate swaps, net of tax— — — — — — 262 — 262 
Balance, March 31, 20213,023 $756 141 $(2,617)$— $16,270 $(684)$989 $14,714 


(In thousands)Common StockTreasury Stock
ShareAmountShareAmountAdditional
Paid-In
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)
Non-controlling
Interests*
Total
Equity
Balance, March 31, 20213,023 $756 141 $(2,617)$— $16,270 $(684)$989 $14,714 
Net income*— — — — — 10,928 — 115 11,043 
Repurchase of common stock— — 15 (385)— — — — (385)
Stock compensation expense— — — — 393 — — — 393 
Foreign currency translation loss— — — — — — (549)— (549)
Adjustment to fair value of redeemable non-controlling interest— — — — — 531 — — 531 
Unrealized gain on interest rate swaps, net of tax— — — — — — 929 — 929 
Put option issued to co-investor in CAM— — — — — (1,000)— — (1,000)
Reclassification of interest rate swaps into earnings— — — — — — 41 — 41 
Balance, March 31, 20223,023 $756 156 $(3,002)$393 $26,729 $(263)$1,104 $25,717 
*Excludes amount attributable to redeemable non-controlling interest in Contrail and Shanwick.
See notes to consolidated financial statements.

41


AIR T, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED MARCH 31,2022AND2021
Air T, Inc. (the “Company,” “Air T,” “we” or “us” or “our”) is a holding company with a portfolio of operating businesses and financial assets. Our goal is to prudently and strategically diversify Air T’s earnings power and compound the growth of free cash flow per share over time.
We currently operate in four industry segments:
Overnight air cargo, which operates in the air express delivery services industry;
Ground equipment sales, which manufactures and provides mobile deicers and other specialized equipment products to passenger and cargo airlines, airports, the military and industrial customers;
Commercial aircraft, engines and parts, which manages and leases aviation assets; supplies surplus and aftermarket commercial jet engine components; provides commercial aircraft disassembly/part-out services; commercial aircraft parts sales; procurement services and overhaul and repair services to airlines and;
Corporate and other, which acts as the capital allocator and resource for other consolidated businesses. Further, Corporate and other is also comprised of insignificant businesses that do not pertain to other reportable segments.
Each business segment has separate management teams and infrastructures that offer different products and services. We evaluate the performance of our business segments based on operating income (loss) and Adjusted EBITDA.
Discontinued Operations
On September 30, 2019, the Company completed the sale of GAS. The results of operations of GAS are reported as discontinued operations in the condensed consolidated statements of operations for the year ended March 31, 2021. Unless otherwise indicated, the disclosures accompanying the condensed consolidated financial statements reflect the Company's continuing operations.
42


1.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation – The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries as well as its non-wholly owned subsidiaries, Contrail, Shanwick and Delphax. All intercompany transactions and balances have been eliminated in consolidation. Certain reclassifications have been made to the prior period amounts to conform to the current presentation.
Accounting Estimates – The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts of assets and liabilities and amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
COVID-19 and its impact on the current financial, economic and capital markets environment, and future developments in these and other areas present uncertainty and risk with respect to our financial condition and results of operations. Each of our businesses implemented measures to attempt to limit the impact of COVID-19 but we still experienced a number of disruptions, and we experienced and continue to experience to a lesser degree a reduction in demand for commercial aircraft, jet engines and parts compared to historical periods. Many of our businesses may continue to generate reduced operating cash flow and may continue to operate at a loss from time to time beyond fiscal 2022. We expect that the impact of COVID-19 will continue to some extent. The fluidity of this situation precludes any prediction as to the ultimate adverse impact of COVID-19 on economic and market conditions, and, as a result, present material uncertainty and risk with respect to us and our results of operations. The Company believes the estimates and assumptions underlying the Company’s consolidated financial statements are reasonable and supportable based on the information available as of March 31, 2022, however; uncertainty over the ultimate direct and indirect impact COVID-19 will have on the global economy generally, and the Company’s business in particular, makes any estimates and assumptions as of March 31, 2022 inherently less certain than they would be absent the current and potential impacts of COVID-19.
Segments - The Company has 4 reportable operating segments: overnight air cargo, ground equipment sales, commercial jet engine and parts and corporate and other. The Company assesses the performance of these segments on an individual basis (see Note 22).
Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision making group, in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker is its Chief Executive Officer. The Company’s Chief Executive Officer reviews financial information by business segment for purposes of allocating resources and evaluating financial performance. Each business segment has separate management teams and infrastructures that offer different products and services. We evaluate the performance of our business segments based on operating income (loss) and Adjusted EBITDA.
Variable Interest Entities – In accordance with the applicable accounting guidance for the consolidation of variable interest entities, the Company analyzes its variable interests to determine if an entity in which we have a variable interest is a variable interest entity. Our analysis includes both quantitative and qualitative reviews to determine if we must consolidate a variable interest entity as its primary beneficiary.
Business Combinations – The Company accounts for business combinations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805, Business Combinations. Consistent with ASC 805, the Company accounts for each business combination by applying the acquisition method. Under the acquisition method, the Company records the identifiable assets acquired and liabilities assumed at their respective fair values on the acquisition date. Goodwill is recognized for the excess of the purchase consideration over the fair value of identifiable net assets acquired. Included in purchase consideration is the estimated acquisition date fair value of any earn-out obligation incurred. For business combinations where non-controlling interests remain after the acquisition, assets (including goodwill) and liabilities of the acquired business are recorded at the full fair value and the portion of the acquisition date fair value attributable to non-controlling interests is recorded as a separate line item within the equity section or, as applicable to redeemable non-controlling interests, between the liabilities and equity sections of the Company’s consolidated balance sheets.There are various estimates and judgements related to the valuation of identifiable assets acquired, liabilities assumed, goodwill and non-controlling interests. These estimates and judgements have the potential to materially impact the Company’s consolidated financial statements.


Inventories – Inventories are carried at the lower of cost or net realizable value. Within the Company’s commercial jet engines and parts segment, there are various estimates and judgments made in relief of inventory as parts are sold from established groups of parts from one engine purchase.

Accounting for Redeemable Non-Controlling Interest. Policies related to redeemable non-controlling interest involve judgement and complexity, specifically on the classification of the non-controlling interest in the company’s consolidated balance sheet. Further, there is significant judgement in determining whether an equity instrument is currently redeemable or not currently redeemable but probable that the equity instrument will become redeemable. The determination of which have the potentially to materially impact the presentation of the Company’s consolidated financial statements

Variable Interest Entities. In accordance with the applicable accounting guidance for the consolidation of variable interest entities, the Company analyzes its variable interests to determine if an entity in which we have a variable interest is a variable interest entity. There are various estimates and judgements in our analysis to determine if we must consolidate a variable interest entity as its primary beneficiary.

Goodwill. The Company tests goodwill for impairment at least once annually. An impairment test will also be carried out anytime events or changes in circumstances indicate that goodwill might be impaired. Goodwill is tested for impairment at a level of reporting referred to as a reporting unit. The Company is permitted to first assess qualitative factors to determine whether it is more likely than not (this is, a likelihood of more than 50 percent) that the fair value of a reporting unit is less than its carrying value, including goodwill. If, after assessing the qualitative factors, it is determined that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then the quantitative goodwill impairment test is unnecessary. In the first step of the quantitative method, recoverability of goodwill is evaluated by estimating the fair value of the reporting unit’s goodwill using multiple techniques, including a discounted cash flow model income approach and a market approach. Given the level of management estimate involved and the significance of the goodwill balances, the company has classified the accounting for goodwill assets as a critical accounting policy and estimate.

Item 8.     Financial Statements and Supplementary Data.

INDEX TO FINANCIAL STATEMENTS

Page

AIR T, INC. CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm

30

Report of Predecessor Independent Registered Public Accounting Firm

31

Consolidated Statements of Income for the Years Ended March 31, 2019 and 2018

32

Consolidated Statements of Comprehensive Income for the Years Ended March 31, 2019 and 2018

33

Consolidated Balance Sheets as of March 31, 2019 and 2018

34

Consolidated Statements of Cash Flows for the Years Ended March 31, 2019 and 2018

35

Consolidated Statements of Equity for the Years Ended March 31, 2019 and 2018

36

Notes to Consolidated Financial Statements

37


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of Air T, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Air T, Inc. and subsidiaries (the "Company") as of March 31, 2019, the related consolidated statements of income, comprehensive income, equity, and cash flows, for the period ended March 31, 2019, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2019, and the results of its operations and its cash flows for the period ended March 31, 2019, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/ Deloitte & Touche LLP

Minneapolis, Minnesota

June 28, 2019  

We have served as the Company's auditor since 2018.


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Shareholders and Board of Directors

Air T, Inc.

Denver, North Carolina

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheet of Air T, Inc. (the “Company”) and subsidiaries as of March 31, 2018, the related consolidated statements of income, comprehensive income, equity, and cash flows for the year then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company and subsidiaries at March 31, 2018, and the results of their operations and their cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/ BDO USA, LLP

We have served as the Company's auditor from 2016 to 2018.

Charlotte, North Carolina

June 29, 2018


AIR T, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

  

Year Ended March 31,

 
  

2019

  

2018

 

Operating Revenues:

        

Overnight air cargo

 $72,978,361  $72,845,353 

Ground equipment sales

  47,152,125   50,004,507 

Ground support services

  34,331,784   35,698,171 

Commercial jet engines and parts

  93,968,014   29,506,873 

Printing equipment and maintenance

  654,617   6,144,403 

Corporate and other

  749,577   320,038 
   249,834,478   194,519,345 
         

Operating Expenses:

        

Overnight air cargo

  65,099,491   63,049,619 

Ground equipment sales

  38,911,228   41,567,109 

Ground support services

  30,376,988   30,135,613 

Commercial jet engines and parts

  60,948,561   20,502,205 

Printing equipment and maintenance

  350,116   2,975,999 

Research and development

  -   195,653 

General and administrative

  38,376,113   29,138,534 

Depreciation and amortization

  7,686,070   2,428,732 

Impairment on property and equipment

  34,504   250,126 

(Gain) loss on sale of property and equipment

  (13,298)  30,232 
   241,769,773   190,273,822 
         

Operating Income

  8,064,705   4,245,523 
         

Non-operating Income (Expense):

        

Gain on sale of marketable securities

  81,388   93,066 

Foreign currency loss, net

  (113,528)  (228,714)

Other-than-temporary impairment loss on investments

  (2,000,000)  (1,559,972)

Other investment income (loss), net

  (373,060)  121,860 

Interest expense, net

  (3,427,102)  (1,724,771)

Gain on asset retirement obligation

  -   562,500 

Bargain purchase acquisition gain

  1,983,777   501,880 

Unrealized gain (loss) on interest rate swap

  145,222   (66,706)

Unrealized gain on transition to equity method

  -   721,585 

Income (loss) from equity method investments

  340,714   (14,644)
   (3,362,589)  (1,593,916)
         

Income Before Income Taxes

  4,702,116   2,651,607 
         

Income Taxes

  1,502,184   195,000 
         

Net Income

  3,199,932   2,456,607 
         

Net Income Attributable to Non-controlling

        

Interests

  (1,859,937)  (179,498)
         
         

Net Income Attributable to Air T, Inc. Stockholders

 $1,339,995  $2,277,109 
         
         

Earnings Per Share:

        

Basic

 $0.66  $1.11 

Diluted

 $0.66  $1.11 
         

Weighted Average Shares Outstanding:

        

Basic

  2,034,749   2,042,806 

Diluted

  2,039,892   2,047,685 

See notes to consolidated financial statements.


AIR T, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

  

Year Ended March 31,

 
  

2019

  

2018

 
         

Net Income

 $3,199,932  $2,456,607 
         

Other Comprehensive Income:

        
         

Foreign currency translation gain

  225,414   229,615 
         

Unrealized loss on interest rate swaps, net of tax of $70,043 and $0

  (235,686)  - 
         

Unrealized net loss on marketable securities, net of tax of $0 and ($324,590)

  -   (1,463,942)
         

Reclassification of other-than-temporary impairment loss on investments, net of gains on sale of marketable securities, included in income, net of tax of $0 and $277,622

  -   1,189,284 
         

Total Other Comprehensive Loss

  (10,272)  (45,043)
         

Total Comprehensive Income

  3,189,660   2,411,564 
         

Comprehensive Income Attributable to Non-controlling Interests

  (1,900,192)  (183,309)
         

Comprehensive Income Attributable to Air T, Inc. Stockholders

 $1,289,468  $2,228,255 

See notes to consolidated financial statements.


AIR T, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

  

March 31, 2019

  

March 31, 2018

 

ASSETS

        

Current Assets:

        

Cash and cash equivalents (Delphax $12,315 and $241,430)*

 $12,524,321  $4,803,238 

Marketable securities

  1,760,052   290,449 

Restricted cash

  123,409   269,659 

Restricted investments

  830,925   1,235,405 

Accounts receivable, less allowance for doubtful accounts of $754,108 and $801,000 (Delphax $294,296 and $317,000)*

  19,077,248   15,157,855 

Costs and estimated earnings in excess of billings on uncompleted projects

  -   2,012,121 

Notes and other receivables-current

  5,026,549   658,630 

Income tax receivable

  158,446   1,557,180 

Inventories, net

  29,967,037   34,231,005 

Prepaid expenses and other (Delphax $58,164 and $72,269)*

  1,880,126   1,455,566 

Total Current Assets

  71,348,113   61,671,108 
         

Assets on lease, net of accumulated depreciation of $6,688,630 and $1,625,237

  25,164,497   15,664,606 

Property and equipment, net of accumulated depreciation of $5,665,498 and $4,722,016

  4,817,912   4,608,565 

Cash surrender value of life insurance policies, net of policy loans

  122,062   2,356,507 

Other tax receivables-long-term (Delphax $311,000 and $311,000)*

  311,000   311,000 

Deferred income taxes

  547,987   - 

Investments in funds

  463,892   324,854 

Investments in securities

  621,610   1,026,920 

Equity method investments

  5,610,874   5,032,268 

Other assets

  491,328   420,981 

Intangible assets, net of accumulated amortization of $2,156,192 and $1,788,598

  1,225,257   1,312,472 

Goodwill

  4,417,605   4,417,605 

Total Assets

 $115,142,137  $97,146,886 
         

LIABILITIES AND STOCKHOLDERS' EQUITY

        

Current Liabilities:

        

Accounts payable (Delphax $2,134,053 and $2,145,847)*

 $12,552,724  $10,181,143 

Income tax payable (Delphax $0 and $11,312)*

  661,690   23,000 

Accrued payroll and related items (Dephax $3,146,395 and $3,244,514)*

  8,910,245   7,632,957 

Customer deposits (Dephax $0 and $0)*

  1,520,000   590,000 

Other accrued expenses (Delphax $11,312 and $0)*

  4,414,127   3,521,016 

Current portion of long-term debt (Delphax $0 and $1,788,285)*

  24,735,224   9,229,690 

Total Current Liabilities

  52,794,010   31,177,806 
         

Long-term debt (Delphax $0 and $0)*

  32,917,765   38,855,260 

Deferred tax liabilities

  -   92,000 

Other non-current liabilities

  596,598   785,797 

Total Liabilities

  86,308,373   70,910,863 
         

Redeemable non-controlling interest

  5,476,000   1,992,939 
         

Commitments and contingencies (Note 25)

        
         

Equity:

        

Air T, Inc. Stockholders' Equity:

        

Preferred stock, $1.00 par value, 50,000 shares authorized

  -   - 

Common stock, $.25 par value; 4,000,000 shares authorized, 2,022,637 and 2,043,607 shares issued and outstanding

  505,657   510,901 

Additional paid-in capital

  2,866,695   4,171,869 

Retained earnings

  21,191,126   20,695,981 

Accumulated other comprehensive loss

  (205,086)  (260,900)

Total Air T, Inc. Stockholders' Equity

  24,358,392   25,117,851 

Non-controlling Interests

  (1,000,628)  (874,767)

Total Equity

  23,357,764   24,243,084 

Total Liabilities and Equity

 $115,142,137  $97,146,886 

See notes to consolidated financial statements.

*Amounts represent balances at Delphax Technologies Inc.


AIR T, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

  

Year Ended March 31,

 
  

2019

  

2018

 

CASH FLOWS FROM OPERATING ACTIVITIES:

        

Net income

 $3,199,932  $2,456,607 

Adjustments to reconcile net income to net cash used in operating activities:

        

Gain on sale of marketable securities

  (81,388)  (93,066)

(Gain) loss on sale of property and equipment

  (13,298)  30,232 

Profit from sale of assets on lease

  (946,185)  - 

Change in inventory reserves

  (361,477)  (1,851,036)

Change in accounts receivable reserves

  (47,321)  (177,394)

Depreciation and amortization

  7,686,070   2,428,731 

Amortization of debt issuance cost

  224,169   90,028 

Impairment

  34,504   250,126 

Change in cash surrender value of life insurance

  (93,254)  (105,057)

Deferred income taxes

  (1,158,945)  (10,566)

Gain on asset retirement obligation

  -   (562,500)

Gain on bargain purchase, net of tax

  (1,983,777)  (501,880)

Change in warranty reserve

  335,632   122,686 

Other-than-temporary impairment loss on investments

  2,000,000   1,559,972 

Unrealized (gain) loss on interest rate swap

  (145,220)  66,706 

Unrealized gain on transition to equity method

  -   (721,585)

Unrealized loss on marketable securities

  506,620   - 

Change in operating assets and liabilities:

        

Accounts receivable

  (1,960,509)  4,744,262 

Costs and estimated earnings in excess of billings on uncompleted projects

  2,012,121   (2,012,121)

Notes receivable and other non-trade receivables

  (4,367,919)  1,640,461 

Inventories

  9,530,655   (6,757,766)

Prepaid expenses and other assets

  (474,400)  331,466 

Accounts payable

  1,087,414   (1,689,030)

Accrued expenses

  4,265,221   1,664,200 

Income taxes payable/ receivable

  2,037,422   (1,442,493)

Non-current liabilities

  (349,707)  261,180 

Total adjustments

  17,736,428   (2,734,444)

Net cash provided by (used in) operating activities

  20,936,360   (277,837)
         

CASH FLOWS FROM INVESTING ACTIVITIES:

        

Purchases of marketable securities

  (2,013,921)  (2,519,045)

Proceeds from sale of marketable securities

  889,838   720,452 

Acquisition of businesses, net of cash acquired

  (3,375,700)  (2,400,000)

Cash used for equity method investments

  (263,492)  (2,301,026)

Investment in funds

  (100,000)  (324,854)

Investment in reinsurance entity

  (2,000,000)  - 

Capital expenditures related to property and equipment

  (1,319,718)  (2,119,138)

Capital expenditures related to assets on lease

  (19,149,515)  (18,096,456)

Proceeds from sale of property and equipment

  135,537   3,859 

Proceeds from sale of assets on lease

  4,193,155   - 

Net cash used in investing activities

  (23,003,816)  (27,036,208)
         

CASH FLOWS FROM FINANCING ACTIVITIES:

        

Proceeds from lines of credit

  107,511,804   115,533,307 

Payments on lines of credit

  (109,934,653)  (119,176,727)

Proceeds from term loans

  27,725,000   38,441,000 

Payments on term loans

  (15,730,639)  (4,816,825)

Debt issuance costs

  (227,642)  (404,845)

Proceeds from loan against cash surrender value of life insurance policies

  2,327,700   - 

Earnout payments

  (1,533,041)  (1,100,000)

Distribution to non-controlling member

  (75,507)  - 

Contribution from non-controlling member

  210,000   252,000 

Payments for repurchase of stock

  (744,173)  - 

Proceeds from exercise of stock options

  17,762   8,638 

Net cash provided by financing activities

  9,546,611   28,736,548 
         

Effect of foreign currency exchange rates on cash and cash equivalents

  95,678   (3,340)
         

NET INCREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH

  7,574,833   1,419,163 

CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF YEAR

  5,072,897   3,653,734 

CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT END OF YEAR

 $12,647,730  $5,072,897 
         

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING ACTIVITIES:

        

Finished goods inventory transferred to equipment leased to customers

 $-  $251,643 

Equipment leased to customers transferred to inventory

  -   2,057,417 

Non-cash capital expenditures related to property & equipment

  57,586   - 
         

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

        

Cash paid during the year for:

        

Interest

 $2,880,149  $1,065,785 

Income taxes

  527,274   1,659,064 

See notes to consolidated financial statements.


AIR T, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY

  

Equity

 
  

Air T, Inc. Stockholders' Equity

         
                  

Accumulated

         
  

Common Stock

  

Additional

      

Other

         
          

Paid-In

  

Retained

  

Comprehensive

  

Non-controlling

  

Total

 
  

Shares

  

Amount

  

Capital

  

Earnings

  

Income (Loss)

  

Interests*

  

Equity

 

Balance, March 31, 2017

  2,042,789  $510,696  $4,205,536  $18,461,347  $(212,047) $(803,138) $22,162,394 
                             

Net income*

              2,277,109       (75,440)  2,201,669 
                             

Loss on marketable securities, net of tax

                  (317,132)      (317,132)
                             

Foreign currency translation gain

                  225,804   3,811   229,615 
                             

Redeemable non-controlling interest

          (42,100)              (42,100)
                             

Reclassification due to the Tax Cuts and Jobs Act

              (42,475)  42,475       - 
                             

Exercise of stock options

  818   205   8,433               8,638 
                             

Balance, March 31, 2018

  2,043,607  $510,901  $4,171,869  $20,695,981  $(260,900) $(874,767) $24,243,084 

  

Equity

 
  

Air T, Inc. Stockholders' Equity

         
                  

Accumulated

         
  

Common Stock

  

Additional

      

Other

         
          

Paid-In

  

Retained

  

Comprehensive

  

Non-controlling

  

Total

 
  

Shares

  

Amount

  

Capital

  

Earnings

  

Income (Loss)

  

Interests*

  

Equity

 

Balance, March 31, 2018

  2,043,607  $510,901  $4,171,869  $20,695,981  $(260,900) $(874,767) $24,243,084 
                             

Net income*

              1,339,995       (166,116)  1,173,879 
                             

Adoption of ASU 2016-01

              (106,341)  106,341       - 
                             

Foreign currency translation gain

                  185,159   40,255   225,414 
                             

Repurchase of common stock

  (22,652)  (5,665)  -   (738,509)          (744,174)
                             

Exercise of stock options

  1,682   421   17,342               17,763 
                             

Unrealized loss on interest rate swaps, net of tax

                  (235,686)      (235,686)
                             

Adjustment to fair value of redeemable non-controlling interest

          (1,322,516)              (1,322,516)
                             

Balance, March 31, 2019

  2,022,637  $505,657  $2,866,695  $21,191,126  $(205,086) $(1,000,628) $23,357,764 

*Excludes amount attributable to redeemable non-controlling interest in Contrail Aviation.

See notes to consolidated financial statements.


AIR T, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED MARCH 31, 2019AND 2018

Air T, Inc. (the “Company,” “Air T,” “we” or “us” or “our”) is a holding company with a portfolio of operating businesses and financial assets. Our goal is to prudently and strategically diversify Air T’s earnings power and compound the growth in its free cash flow per share over time.

We currently operate in six industry segments:

Overnight air cargo, which operates in the air express delivery services industry;

Ground equipment sales, which manufactures and provides mobile deicers and other specialized equipment products to passenger and cargo airlines, airports, the military and industrial customers;

Ground support services, which provides ground support equipment maintenance and facilities maintenance services to domestic airlines and aviation service providers across the United States;

Commercial aircraft, engines and parts, which manages and leases aviation assets; supplies surplus and aftermarket commercial jet engine components; provides commercial aircraft disassembly/part-out services; commercial aircraft parts sales; procurement services and overhaul and repair services to airlines and commercial aircraft companies;

Printing equipment and maintenance, which designs, manufactures and sells advanced digital print production equipment and provides maintenance services to commercial customers; and

Corporate and other, which acts as the capital allocator and resource for other segments.

Each business segment has separate management teams and infrastructures that offer different products and services. We evaluate the performance of our business segments based on operating income.

1.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation – The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries as well as its non-wholly owned subsidiaries, Contrail Aviation and Delphax. All intercompany transactions and balances have been eliminated in consolidation.

Investments under the Equity Method– The Company utilizes the equity method to account for investments when the Company possesses the ability to exercise significant influence, but not control, over the operating and financial policies of the investee. The ability to exercise significant influence is presumed when an investor possesses more than 20% of the voting interests of the investee. This presumption may be overcome based on specific facts and circumstances that demonstrate that the ability to exercise significant influence is restricted. The Company applies the equity method to investments in common stock and to other investments when such other investments possess substantially identical subordinated interests to common stock.

In applying the equity method, the Company records the investment at cost and subsequently increase or decrease the carrying amount of the investment by our proportionate share of the net earnings or losses. The Company records dividends or other equity distributions as reductions in the carrying value of the investment. In the event that net losses of the investee reduce the carrying amount to zero, additional net losses may be recorded if other investments in the investee are at-risk, even if the Company has not committed to provide financial support to the investee. Such additional equity method losses, if any, are based upon the change in the Company’s claim on the investee’s book value.

For investments that have a different fiscal year-end, if the difference is not more than three months, the Company elects a 3-month lag to record the change in the investment.

Accounting Estimates – The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts of assets and liabilities and amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents – Cash equivalents consist of liquid investments with maturities of three months or less when purchased.


Foreign Exchange - Delphax, which is headquartered in the United States, has subsidiaries in Canada, France, and the United Kingdom. The functional currency of Delphax’s Canadian subsidiary is the U.S. dollar, whereas the functional currency of Delphax’s subsidiaries in France and the United Kingdom is the Euro and Pound Sterling, respectively. Delphax Solutions is headquartered in Canada. The functional currency of Delphax Solutions is the Canadian dollar. The balance sheets of foreign operations with a functional currency of other than the U.S. dollar are translated to U.S. dollars using rates of exchange as of the applicable balance sheet date. The statements of income (loss) items of foreign operations are translated to U.S. dollars using average rates of exchange for the applicable period. The gains and losses resulting from translation of the financial statements of Delphax’s foreign operations are recorded within the accumulated other comprehensive income and non-controlling interests categories of the Company’s consolidated equity.

Variable Interest Entities – In accordance with the applicable accounting guidance for the consolidation of variable interest entities, the Company analyzes its variable interests to determine if an entity in which we have a variable interest is a variable interest entity. Our analysis includes both quantitative and qualitative reviews to determine if we must consolidate a variable interest entity as its primary beneficiary.

Business Combinations – The Company accounts for business combinations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805, Business Combinations. Consistent with ASC 805, the Company accounts for each business combination by applying the acquisition method. Under the acquisition method, the Company records the identifiable assets acquired and liabilities assumed at their respective fair values on the acquisition date. Goodwill is recognized for the excess of the purchase consideration over the fair value of identifiable net assets acquired. Included in purchase consideration is the estimated acquisition date fair value of any earn-out obligation incurred. For business combinations where non-controlling interests remain after the acquisition, assets (including goodwill) and liabilities of the acquired business are recorded at the full fair value and the portion of the acquisition date fair value attributable to non-controlling interests is recorded as a separate line item within the equity section or, as applicable to redeemable non-controlling interests, between the liabilities and equity sections of the Company’s consolidated balance sheets.

The acquisition method permits the Company a period of time after the acquisition date during which the Company may adjust the provisional amounts recognized in a business combination. This period of time is referred to as the “measurement period”. The measurement period provides an acquirer with a reasonable time to obtain the information necessary to identify and measure the assets acquired and liabilities assumed. If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Company reports in its consolidated financial statements provisional amounts for the items for which the accounting is incomplete. Accordingly, the Company is required to recognize adjustments to the provisional amounts, with a corresponding adjustment to goodwill, in the reporting period in which the adjustments to the provisional amounts are determined. Thus, the Company would adjust its consolidated financial statements as needed, including recognizing in its current-period earnings the full effect of changes in depreciation, amortization, or other income effects, by line item, if any, as a result of the change to the provisional amounts calculated as if the accounting had been completed at the acquisition date.

Income statement activity of an acquired business is reflected within the Company’s consolidated statements of income (loss) commencing with the date of acquisition. Amounts for pre-acquisition periods are excluded.

Acquisition-related costs are costs the Company incurs to affect a business combination. Those costs may include such items as finder’s fees, advisory, legal, accounting, valuation, and other professional or consulting fees, and general administrative costs. The Company accounts for such acquisition-related costs as expenses in the period in which the costs are incurred and the services are received.

Changes in estimateestimates of the fair value of earn-out obligations subsequent to the acquisition date are not accounted for as part of the acquisition, rather, they are recognized directly in earnings.

Goodwill -

43


Cash and Cash Equivalents – Cash equivalents consist of liquid investments with maturities of three months or less when purchased.

Financial Instruments Designated for Trading – Except for short sales of equity securities, the Company accounts for all other financial instruments (including derivative instruments) designated for trading in accordance with ASC 815. All changes in the fair value of the financial instruments designated for trading are recognized in earnings as they occur. Further, all gains and losses on derivative instruments designated for trading are presented net on the consolidated Statements of Income (Loss). The fair value of derivative instruments designated for trading in a gain position are recorded in Other Current Assets and the fair value of derivative instruments designated for trading in a loss position are recorded in Accrued Expenses and Other on the consolidated Balance Sheets.

The Company tests goodwillaccounts for impairmentshort sales of equity securities in accordance with ASC 942 and ASC 860. The obligations incurred in short sales are reported in Accrued Expenses and Other on the consolidated Balance Sheets. They are subsequently measured at least once annually. An impairment test will alsofair value through the income statement at each reporting date with gains and losses on securities. Interest on the short positions are accrued periodically and reported as interest expense. The market value of the Company’s equity securities and cash held by the broker are used as collateral against any outstanding margin account borrowings for purposes of short selling equities. This collateral is recorded in Other Current Assets on the consolidated Balance Sheets.

The Company reports all cash receipts and payments resulting from the purchases and sales of securities, loans, and other assets that are acquired specifically for resale as operating cash flows.

Inventories – Inventories are carried at the lower of cost or net realizable value. When finished goods units are leased to customers under operating leases, the units are transferred to Assets on Lease or Held For Lease. The classification of cash flows associated with the purchase and sale of finished goods is based on the activity that is likely to be carried out anytimethe predominant source or use of cash flows for the items. Consistent with aviation industry practice, the Company includes expendable aircraft parts and supplies in current assets, although a certain portion of these inventories may not be used or sold within one year.

The Company periodically evaluates the carrying value of inventory. In these evaluations, the Company is required to make estimates regarding the net realizable value, which includes the consideration of sales patterns and expected future demand. Any slow moving, obsolete or damaged inventory and inventory with costs exceeding net realizable value are evaluated for write-downs. These estimates could vary significantly from actual amounts based upon future economic conditions, customer inventory levels, or competitive factors that were not foreseen or did not exist when the estimated write-downs were made.

In accordance with industry practice, all inventories are classified as a current asset including portions with long production cycles, some of which may not be realized within one year.

Investments under the Equity Method – The Company utilizes the equity method to account for investments when the Company possesses the ability to exercise significant influence, but not control, over the operating and financial policies of the investee. The Company applies the equity method to investments in common stock and to other investments when such other investments possess substantially identical subordinated interests to common stock. For investments that have a different fiscal year-end, if the difference is not more than three months, the Company elects a 3-month lag to record the change in the investment.

The Company assesses the carrying value of its investments whenever events or changes in circumstances indicate that goodwill mightthe carrying amounts may not be impaired. Goodwillrecoverable. The recoverability is testedmeasured by comparing the carrying amount of the investment to the estimated future undiscounted cash flows of the investment, which take into account current, and expectations for impairment at a levelfuture, market conditions and the Company’s intent with respect to holding or disposing of reporting referred tothe investment. Changes in economic and operating conditions, including those occurring as a result of the impact of the COVID-19 pandemic, that occur subsequent to a current impairment analysis and the Company’s ultimate use of the investment could impact the assumptions and result in future impairment losses to the investments. If the Company’s analysis indicates that the carrying value is not recoverable on an undiscounted cash flow basis, the Company will recognize an impairment loss for the amount by which the carrying value exceeds the fair value. The fair value is determined through quoted prices in active markets or various valuation techniques, including internally developed discounted cash flow models or comparable market transactions.
Goodwill - The Company evaluates goodwill on an annual basis or anytime events or circumstances change that would more likely than not reduce the fair value of a reporting unit.

unit below its carrying value.

The Company is permitted to first assess qualitative factors to determine whether it is more likely than not (this(that is, a likelihood of more than 50 percent) that the fair value of a reporting unit is less than its carrying value, including goodwill. In qualitatively evaluating whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company assesses relevant events and circumstances such as macroeconomic conditions, industry and market developments, cost factors, and the overall financial performance of the reporting unit. If, after assessing these events and circumstances, it is determined that itthere may be an impairment, then a quantitative analysis is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then the first and second steps of the quantitative goodwill impairment test are unnecessary.performed. In the first step of the quantitative method, recoverability of goodwill is evaluated by estimating the fair value of the reporting unit’s goodwill using multiple techniques, including a discounted cash flow model income approach and a market approach. The estimated fair value is then compared to the carrying value of the reporting unit. IfThe Company will recognize an impairment charge for the amount by which the carrying value of the reporting unit exceeds its fair value, if any.
44


Goodwill consisted of the following (in thousands):
Year Ended March 31,
20222021
Goodwill, at original cost$10,502 $4,603 
Less accumulated impairment(376)(376)
Goodwill, net of impairment$10,126 $4,227 

As of March 31, 2022, $4.2 million of the goodwill balance is attributable to the acquisition of Contrail and included within the Commercial Jet Engines and Parts segment. $5.9 million of the goodwill balance is attributable to the acquisition of GdW in February 2022, and included within the Corporate and Other segment.
We performed our annual impairment assessment for goodwill of the Contrail reporting unit at March 31, 2022. In the fiscal year 2022, COVID-19 continued to greatly impact the macroeconomic conditions and the outlook of the airline industry. Due to this, the Company performed a quantitative analysis using a combination of the income approach, utilizing a discounted cash flow analysis, and the market approach, utilizing the guideline public company method. Contrail's discounted cash flow analysis requires significant management judgment with respect to forecasts of revenue, operating margins, capital expenditures, and the selection and use of an appropriate discount rate. The forecasts and assumptions are based on our annual and long-term business plans. Contrail’s market approach requires management to make significant assumptions related to market multiples of revenue and earnings derived from comparable publicly-traded companies with similar operating characteristics as Contrail.
Based on the results of our annual quantitative assessment conducted as of March 31, 2022, the fair value of aour Contrail reporting unit is less thanexceeded its carrying value, a second step is performed to determine the amount ofand management concluded that no impairment loss, if any. The second step requires allocation of the reporting unit’s fair value to all of its assets and liabilities using the acquisition method prescribed under authoritative guidance for business combinations. Any residual fair value is allocated to goodwill. Impairment losses, limited to the carrying value of goodwill, represent the excess of the carrying amount of goodwill over its implied fair value.

charge was warranted.

Intangible Assets – Amortizable intangible assets consist of acquired patents, tradenames, customer relationships, and other finite-lived identifiable intangibles. Such intangibles are initially recorded at fair value and subsequently subject to amortization. Amortization is recorded using the straight-line method over the estimated useful lives of the assets. In accordance with the applicable accounting guidance, the Company evaluates the recoverability of amortizable intangible assets whenever events occur that indicate potential impairment. In doing so, the Company assesses whether the carrying amount of the asset is unrecoverable by estimating the sum of the future cash flows expected to result from the asset, undiscounted and without interest charges. If the carrying amount is more than the recoverable amount, an impairment charge must be recognized based on the estimated fair value of the asset.

The estimated amortizable lives of the intangible assets are as follows:

Years

Software

3Years

Trade names

Purchased software
53

Certification

Internally developed software
510-15

Non-compete

In-place lease and other intangibles
5Over lease term

License

Trade names
5

Patents

Certification
95

Non-compete

5
License5
Patents9
Customer relationship

relationships
1010-15

Inventories – Inventories are carried at the lower of cost or net realizable value. When finished goods units are leased to customers under operating leases, the units are transferred to Property and Equipment. Consistent with aviation industry practice, the Company includes expendable aircraft parts and supplies in current assets, although a certain portion of these inventories may not be used or sold within one year.

Property and Equipment and Assets on Lease or Held for Lease – Property and equipment is stated initially at cost, or fair value if purchased as part of a business combination or, in the case of equipment under capital leases, the present value of future lease payments.combination. Depreciation and amortization are provided on a straight-line basis over the asset’s useful life. Equipment leased to customers is depreciated using the straight line method. Useful lives range from three years for computer equipment, seven years for flight equipment, ten years for deicers and other equipment leased to customers and 30thirty years for buildings.


Engine assets on lease or held for lease are stated at cost, less accumulated depreciation. Certain costs incurred in connection with the acquisition of engine assets are capitalized as part of the cost of such assets. If assets are not actively being leased (i.e. held for lease), then they are not being depreciated. Major overhauls which improve functionality or extend original useful life are capitalized and depreciated over the estimated remainingengine assets' useful life of the equipment.to a residual value. The Company depreciates the engines on a straight-line basis over the assetsassets' useful life from the acquisition date to a residual value. The Company adjusts its estimates annually for these older generation assets, including updating estimates of an engine’s or aircraft’s remaining operating life. The Company believes this methodology accurately reflects the typical holding period for the assets and, that the residual value assumption, which is dependent on the Company's eventual plan for the engine assets (i.e. whole asset sale, part-out, etc.), reasonably approximates the selling price of the assets.


When engine assets are committed for sales, the assets are transferred to Inventory. The classification of cash flows associated with the purchase and sale of engine assets is based on the activity that is likely to be the predominant source or use of cash flows for the items.
45


The Company assesses long-lived assets for impairment when events and circumstances indicate the assets may be impaired and the undiscounted cash flows estimated to be generated by those assets are less than their carrying amount. When evaluating the future cash flows that an asset will generate, we make assumptions regarding the lease market for specific engine models, including estimates of market lease rates and future demand. These assumptions are based upon lease rates that we are obtaining in the current market as well as our expectation of future demand for the specific engine/aircraft model. We determine fair value of the assets by reference to independent appraisals, quoted market prices (e.g., an offer to purchase) and other factors such as current data from manufacturers as well as specific market sales. In the event it is determined that the carrying values of long-lived assets are in excess of the estimated undiscounted cash flows from those assets, the Company then will write-down the value of the assets by the excess of carrying value over fair value.



Revenue RecognitionAccounting for Debt - Trust Preferred Securities and Warrant LiabilitySubstantially allOn June 10, 2019, the Company issued an aggregate of 1.6 million TruPs in the amount of $4.0 million in a non-cash transaction. In connection with the issuance of these TruPs, the Company also issued an aggregate of 8.4 million warrants (representing warrants to purchase $21.0 million in stated value of TruPs). A warrant for mandatorily redeemable shares conditionally obligates the issuer to ultimately transfer assets—the obligation is conditioned only on the warrant's being exercised because the shares will be redeemed. Thus, warrants for mandatorily redeemable shares are liabilities under ASC 480. Accordingly, the Warrants are recorded within "Other non-current liabilities" on our consolidated balance sheets. The Warrants are recorded at fair value. Fair value measurement was based on quoted price for a similar asset or liability as observed on the NASDAQ Global Market. The liability is classified as Level 2 in the hierarchy. As of March 31, 2022, 5.3 million Warrants were exercised. The remaining 3.1 million Warrants were not exercised and expired on August 30, 2021.


On May 14, 2021, the Company entered into an At the Market Offering Agreement (the “ATM Agreement”) with Ascendiant Capital Markets, LLC (the “sales agent” or “Ascendiant”), pursuant to which it may sell and issue its TruPs having an aggregate offering price of up to $8.0 million from time to time. The Company has no obligation to sell any TruPs, and may at any time suspend offers under the ATM Agreement or terminate the ATM Agreement.

These TruPs are mandatorily redeemable preferred security obligations of the Company’s revenue is derived from contractsCompany. In accordance with an initial expected duration of one year or less,ASC 480, the Company presented mandatorily redeemable preferred securities that do not contain a conversion option as a result,liability on the Company has appliedbalance sheet. Further, as the practical expedient to exclude consideration of significant financing components fromredemption date and the determination of transaction price, to expense costs incurred to obtain a contract, and to not disclose the value of unsatisfied performance obligations.

We evaluate gross versus net presentation on revenues from products or services purchased and resoldredemption amount are both fixed, in accordance with ASC 825, we measured these TruPs at the revenue recognition criteria outlined in Codification section 606-10, Principal Agent Considerations.

The Company, underpresent value of the terms of its overnight air cargo dry-lease service contracts, passes throughamount to its air cargo customer certain cost components of its operations without markup. The cost of fuel, landing fees, outside maintenance, parts and certain other direct operating costs are included in operating expenses and billed tobe paid at settlement, discounted by using the customer,implicit rate at cost, and included in overnight air cargo revenue on the accompanying statements of income. These pass-through costs totaled $23,578,000 and $23,380,000 for the years ended March 31, 2019 and 2018, respectively.

Warranty Reserves – The Company warranties its ground equipment products for up to a three-year period from date of sale. The Company’s printing equipment and maintenance segment provides a limited short-term (typically 90 days) warranty on equipment and spare parts. Product warranty reserves are recorded at time of sale based on the historical average warranty cost and are adjusted as actual warranty cost becomes known.

inception.

Income Taxes – Income taxes have been provided using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax laws and rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

A valuation allowance against net deferred tax assets is recorded when it is more likely than not that such assets will not be fully realized. Tax credits are accounted for as a reduction of income taxes in the year in which the credit originates. All deferred income taxes are classified as noncurrentnon-current in the consolidated balance sheets. The Company recognizes the benefit of a tax position taken on a tax return, if that position is more likely than not of being sustained on audit, based on the technical merits of the position. An uncertain income tax position is not recognized if it has a less than a 50% likelihood of being sustained.

Segments -


Accounting for Redeemable Non-Controlling Interest – In 2016, in connection with the Company's acquisition of Contrail, Contrail entered into an Operating Agreement (the “Operating Agreement”) with the Seller providing for the governance of and the terms of membership interests in Contrail. The Company has six reportable operating segments: overnight air cargo, ground equipment sales, ground support services, commercial jet engineOperating Agreement includes put and parts, printing equipment and maintenance, corporate and other. The Company assessescall options (“Contrail Put/Call Option”) with regard to the performance of these segments on an individual basis (see Note 24).

Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly21% non-controlling interest retained by the chief operating decision maker, or decision making group, in deciding how to allocate resourcesSeller. The Seller is the founder of Contrail and in assessing performance. The Company’s chief operating decision maker is its current Chief Executive Officer. The Company’s Chief Executive Officer reviews financial information by business segment for purposes of allocating resources and evaluating financial performance. Each business segment has separate management teams and infrastructures that offer different products and services. We evaluate the performance of our business segments based on operating income.

Accounting for Redeemable Non-Controlling Interest – As more fully described in Note 25 to the consolidated financial statements, the Company is party to a put/call option agreement with the holder of Contrail’s non-controlling interest. The put/call optionContrail Put/Call Option permits the Company, at any time afterSeller to require Contrail to purchase all of the Seller’s equity membership interests in Contrail commencing on the fifth anniversary of the Company’s acquisition, of Contrail Aviation, to call, or purchase, the non-controlling interest from the holder of such interest. The agreement also permits the holder of the non-controlling interest to put, or sell, such interest to the Company.which was on July 18, 2021. Per the agreement, the price is to be agreed upon by the parties or, failing such agreement, to be determined pursuant to third-party appraisals in a process specified in the agreement.


In February 2022, in connection with the Company's acquisition of GdW, a consolidated subsidiary of Shanwick, the Company entered into a shareholder agreement with the 30% non-controlling interest owners of Shanwick, providing for the governance of and the terms of membership interests in Shanwick. The shareholder agreement includes put and call options (“Shanwick Put/Call Option”) with regard to the 30% non-controlling interest. The non-controlling interest holders are the executive management of the underlying business. The Shanwick Put/Call Option grants the Company an option to purchase the 30% interest at the call option price ("Call Option") that equals to the average EBIT over the 3 Financial Years prior to the exercise of the Call Option multiplied by 8. In addition, the Shanwick Put/Call Option also grants the non-controlling interest owners an option ("Put Option") to require Air T to purchase from them their respective ownership interests at the Put Option price, that is equal to the average EBIT over the 3 Financial Years prior to the exercise of the Put Option multiplied by 7.5. The Call Option and the Put Option may be exercised at any time from the fifth anniversary of the shareholder agreement and then only at the end of each fiscal year of Air T.

Applicable accounting guidance requires an equity instrument that is redeemable for cash or other assets to be classified outside of permanent equity if it is redeemable (a) at a fixed or determinable price on a fixed or determinable date, (b) at the option of the holder, or (c) upon the occurrence of an event that is not solely within the control of the issuer. Based onAs a result of this guidance,feature, the Company hasrecorded the non-controlling interests as redeemable and classified them in temporary equity within its Consolidated Balance Sheets initially at their acquisition-date estimated redemption value or fair value.

46


Per the Contrail AviationOperating Agreement, the Contrail's non-controlling interest between the liabilities and equity sectionsis redeemable at fair value, which is determined using a combination of the accompanying March 31, 2019income approach, utilizing a discounted cash flow analysis, and 2018 consolidated balance sheets. Ifthe market approach, utilizing the guideline public company method. Contrail's discounted cash flow analysis requires significant management judgment with respect to forecasts of revenue, operating margins, capital expenditures, and the selection and use of an equity instrument subjectappropriate discount rate. The forecasts and assumptions are based on our annual and long-term business plans. Contrail’s market approach requires management to make significant assumptions related to market multiples of earnings derived from comparable publicly-traded companies with similar operating characteristics as Contrail. The Contrail's non-controlling interest is adjusted each reporting period for income (or loss) attributable to the guidancenon-controlling interest as well as any applicable distributions made. A measurement period adjustment, if any, is currently redeemable,then made to adjust the instrument is adjusted to its maximum redemption amount at the balance sheet date. If the equity instrument subjectnon-controlling interest to the guidance is not currently redeemable but it is probable that the equity instrument will become redeemable (for example, when the redemption depends solely on the passagehigher of time), the guidance permits either of the following measurement methods: (a) accrete changes in the redemption value over(fair value) or carrying value each reporting period. These fair value adjustments are recognized through retained earnings and are not reflected in the period from the dateCompany's Consolidated Statements of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later)Income (Loss). When calculating earnings per share attributable to the earliest redemption date ofCompany, the instrument using an appropriate methodology, or (b) recognize changes inCompany adjusts net income attributable to the Company for the measurement period adjustment to the extent the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The amount presented in temporary equity should be no less than the initial amount reported in temporary equity for the instrument. Because the Contrail Aviation equity instrument will become redeemable solely based on the passage of time, the Company determined that it is probable that the Contrail Aviation equity instrument will become redeemable. Company has elected to apply the second of the two measurement options described above. An adjustment to the carrying amount of a non-controlling interest from the application of the above guidance does not impact net income or comprehensive income in the consolidated financial statements. Rather, such adjustments are treated as equity transactions.


Recently Adopted Accounting Pronouncements

In May 2014, the FASB issued Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers,and created Topic 606 (ASC 606), requiring an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASC 606 replaced most existing revenue recognition guidance in GAAP and is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. ASC 606 also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and about assets recognized for costs incurred to obtain or fulfill a contract.

Effective April 1, 2018, the Company adopted the standard using the modified retrospective transition method. Results for reporting periods beginning after April 1, 2018 are presented according to ASC 606 while prior period amounts have not been adjusted and continue to be reported in accordance with the Company’s historic accounting policies. The Company applied the standard to all open contracts at the date of the initial application. The main area impacted by ASC 606 includes the recognition of revenue with the Company’s Ground Equipment Sales segment transitioning from percentage of completion to point in time for its government contracts which is included in the product sales revenue stream. Additionally, certain repair service revenues which were previously recorded at a point-in-time upon completion of service are now recognized over-time. Due to the short-term nature of these contracts, over-time recognition does not result in a material difference from point-in-time recognition. The Company calculated the transition adjustment based on the open contracts at April 1, 2018 and concluded that there was an immaterial impact due to the adoption of ASC 606 and thus has not recorded an adjustment.

In January 2016, the FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities, that amends the guidance on the classification and measurement of financial instruments (Subtopic 825-10). ASU 2016-01 became effective in fiscal years beginning after December 15, 2017, including interim periods therein. ASU 2016-01 removes equity securities from the scope of ASC Topic 320 and creates ASC Topic 321, Investments – Equity Securities. Under the new guidance, all equity securities with readily determinable fair values are measured at fair value on the statement of financial position, with changes in fair value recorded through earnings. The update eliminates the option to record changes inexceeds the fair value of equity securities through other comprehensive income. Transitional guidance provided that entities with unrealized gains or lossesthe non-controlling interest on available for sale (“AFS”) equity securities were required to reclassify those amounts to beginning retained earnings ina cumulative basis. As of March 31, 2022, the year of adoption. In addition, in February 2018, the FASB updated this Topic and clarified certain aspectsfair value of the guidance issuedContrail's redeemable non-controlling interest is $7.2 million. See Note 24, Commitments and Contingencies.

The Shanwick's non-controlling interest is redeemable at established multiples of EBIT and, as such, is considered redeemable at other than fair value. It is recorded on our consolidated balance sheets at estimated redemption value within redeemable non-controlling interests, and changes in ASU 2016-01, includingits estimated redemption value are recorded on our consolidated statements of operations within non-controlling interests. As of March 31, 2022, the measurementestimated redemption value of equity securities without a readily determinable fair value, forwardShanwick's redeemable non-controlling interest is $3.6 million. See Note 24, Commitments and Contingencies.
Revenue Recognition – Substantially all of the Company’s revenue is derived from contracts and purchased options and presentationwith an initial expected duration of certain fair value option liabilities. Public business entities with fiscal years beginning between December 15, 2017, and June 15, 2018, are not required to adopt these amendments until the interim period beginning after June 15, 2018. The Company adopted the guidance within ASU 2016-01 as of April 1, 2018.one year or less. As a result, the Company reclassifiedhas applied the beginning amountpractical expedient to exclude consideration of accumulated other comprehensive income relatedsignificant financing components from the determination of transaction price, to AFS securitiesexpense costs incurred to accumulated deficitobtain a contract, and all changesto not disclose the value of unsatisfied performance obligations.We evaluate gross versus net presentation on revenues from products or services purchased and resold in fair values of these securities are reflectedaccordance with the revenue recognition criteria outlined in the Company’s consolidated statement of income for the period.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 clarifies how cash receipts and cash payments in certain transactions are presented and classified in the statement of cash flows. The effective date of this update is for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted. The update requires retrospective application to all periods presented but may be applied prospectively if retrospective application is impracticable. ASC 606-10, Principal Agent Considerations.

The Company, adopted the guidance within ASU 2016-15 using retrospective application to all periods presented as of April 1, 2018. In addition, the Company elected the cumulative-earnings approach to account for distributions received from equity method investments. Under this approach, distributions are presumed to be returns on investment and classified as operating cash inflows. However, if the cumulative distributions received, less distributions received in prior periods that were determined to be returns of investment, exceed the entity’s cumulative equity in earnings, such excess is a return of capital and should be classified as cash inflows from investing activities. The adoption of this standard had no impact on the Company’s consolidated financial statements as of March 31, 2019.

In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. ASU 2016-18 requires that the statement of cash flows explain the changes in the combined total of restricted and unrestricted cash balance. Amounts generally described as restricted cash or restricted cash equivalents will be combined with unrestricted cash and cash equivalents when reconciling the beginning and end of period balances on the statement of cash flows. Further, the ASU requires a reconciliation of balances from the statement of cash flows to the balance sheet in situations in which the balance sheet includes more than one-line item of cash, cash equivalents, and restricted cash. Companies also must disclose the nature of the restrictions. ASU 2016-18 became effective for financial statements issued for fiscal years beginning after December 15, 2017. The Company adopted the guidance within ASU 2016-18 as of April 1, 2018. The impact of ASU 2016-18 on the Company’s financial statements was as follows: (1) changes in restricted cash balances are no longer shown in the statements of cash flows as previously presented in investing activities, as these balances are now included in the beginning and ending cash balances in the statements of cash flows; and (2) included within Note 3 is a reconciliation between cash balances presented on the balance sheets with the amounts presented in the statements of cash flows. The Company continued to hold restricted cash as of March 31, 2019.


In January 2017, the FASB issued ASU 2017-01, Clarifying the Definition of a Business (Topic 805). This ASU clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The guidance is effective for fiscal years that begin after December 15, 2017 and is to be applied prospectively. The Company adopted the guidance within ASU 2017-01 as of April 1, 2018. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

In May 2017, the FASB issued ASU 2017-09, Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting, which provides guidance on determining which changes tounder the terms and conditions of share-based payment awards require an entityits overnight air cargo dry-lease service contracts, passes through to apply modification accounting.its air cargo customer certain cost components of its operations without markup. The Company adopted the guidance within ASU 2017-01 ascost of April 1, 2018. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

In August 2017, the FASB issued ASU 2017-12 – Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities, which provides guidance on hedge accounting for both financial and commodity risks. The provisions in this standard create more transparency around how economic results are presented, both on the face of the financial statements and in the footnotes, for investors and analysts. The standard became effective for public companies for fiscal years beginning after December 15, 2018. The Company adopted the guidance early as permitted and designated both interest rate swaps as effective hedging arrangements as of August 1, 2018. As a result, all changes in the fair value of the derivatives subsequent to August 1, 2018 are now reflected in the accumulated other comprehensive loss.

Recently Issued Accounting Pronouncements

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) as amended by multiple standards updates. The new standard provides that a lessee should recognize the assets and the liabilities that arise from leases, including operating leases. Under the new requirements, a lessee will recognize in the statement of financial position a liability to make lease payments (the lease liability) and the right-of-use asset representing the right to the underlying asset for the lease term. For leases with a term of twelve months or less, the lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities.

The standard is effective for fiscal years beginning after December 15, 2018, including interim periods within such fiscal year, with early adoption permitted. Topic 842 permits two transition methods: (1) a modified retrospective transition method requiring retrospective adjustment of each comparative presented with an adjusting entry at the beginning of the earliest comparative period presented and (2) a modified retrospective approach with no restatement of prior periods and an adjusting entry as of the effective date. Under both transition methods, entities may elect certain transition practical expedients that would be required to be applied to all leases.

The Company adopted the standard in the fiscal year beginning April 1, 2019 using the modified retrospective transition method that does not require retrospective adjustment of the comparative periods. The Company engaged third party advisors to assist with the implementation. The Company reviewed existing leases to determine the impact of the adoption of the standard on its consolidated financial statements. Implementation had an immaterial cumulative effect on retained earnings. Adoption resulted in the recognition of right-of-use assets of approximately $10.7 million, and lease liabilities of approximately $11.2 million.

Upon adoption, the Company elected practical expedients related to a) short term lease exemption b) not separate lease and non-lease components c) not reassess whether expired or existing contracts contain leases, d) not reassess lease classification for existing or expired leases and e) not consider whether previously capitalized initial direct costs would be appropriate under the new standard.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This standard significantly changes how entities will measure credit losses for most financial assetsfuel, landing fees, outside maintenance, parts and certain other instruments that are not measured at fair value through net income, including trade receivables. The standard requires an entity to estimate its lifetime “expected credit loss” for such assets at inception, and record an allowance that, when deducted from the amortized cost basis of the financial asset, presents the net amount expected to be collected on the financial asset. For public business entities that are U.S. Securities and Exchange Commission (SEC) filers, the amendments in this update are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted for annual periods beginning after December 15, 2018, and interim periods therein. The Company expects the adoption of the standard will not have a material impact on its consolidated financial statements and disclosures.


In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. This ASU simplifies how an entity is required to test goodwill for impairment by eliminating Step Two from the goodwill impairment test. Step Two measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. Under this standard, an entity will recognize an impairment charge for the amount by which the carrying value of a reporting unit exceeds its fair value. The standard is effective for any interim goodwill impairment tests in fiscal years beginning after December 15, 2019 and is to be applied prospectively. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company expects the adoption of the standard will not have a material impact on its consolidated financial statements and disclosures.

In August 2018, the FASB amended the Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement Topic of the ASC. The amendment is effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The amendment includes different transition requirements based on the disclosure topic. Changes to disclosure requirements for unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other required disclosure changes should be applied retrospectively to all periods presented upon their effective date. Early adoption is permitted upon issuance of this update. An entity is permitted to early adopt any removed or modified disclosures upon issuance of the update and delay adoption of the additional disclosures until their effective date. The Company expects the adoption of the standard will not have a material impact on its consolidated financial statements and disclosures.

In August 2018, the FASB amended the Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract Topic of the Accounting Standards Codification. The amendment is effective for public business entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. For all other entities, the amendments in this update are effective for annual reporting periods beginning after December 15, 2020, and interim periods within annual periods beginning after December 15, 2021. Early adoption of the amendments in the update is permitted, including adoption in any interim period, for all entities. The amendments in the update should be applied either retrospectively or prospectively to all implementationdirect operating costs incurred after the date of adoption. The Company expects the adoption of the standard will not have a material impact on its consolidated financial statements and disclosures.

In October 2018, the FASB updated the Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entitiesof the Accounting Standards Codification. The amendments in this update affect reporting entities that are required to determine whether they should consolidate a legal entity under the guidance within the Variable Interest Entities Subsections of Subtopic 810-10, Consolidation—Overall. Indirect interests held through related parties in common control arrangements should be considered on a proportional basis for determining whether fees paid to decision makers and service providers are variable interests. The amendments in this update are effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The Company expects the adoption of the standard will not have a material impact on its consolidated financial statements and disclosures.

2.

EARNINGS PER COMMON SHARE

Basic earnings per share has been calculated by dividing net income attributable to Air T, Inc. stockholders by the weighted average number of common shares outstanding during each period. For purposes of calculating diluted earnings per share, shares issuable under stock options were considered potential common shares and were included in the weighted average common shares unless they were anti-dilutive.


The computation of earnings per common share is as follows:

  

Year Ended March 31,

 
  

2019

  

2018

 
         

Net earnings attributable to Air T, Inc.

        

Stockholders

 $1,339,995  $2,277,109 

Earnings Per Share:

        

Basic

 $0.66  $1.11 

Diluted

 $0.66  $1.11 

Weighted Average Shares Outstanding:

        

Basic

  2,034,749   2,042,806 

Diluted

  2,039,892   2,047,685 

3.

RESTRICTED CASH

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the statement of financial position that sum to the total of the same such amounts shown in the Consolidated Statements of Cash Flows:

  

March 31, 2019

  

March 31, 2018

 
         

Cash and cash equivalents

 $12,524,321  $4,803,238 

Restricted cash

  123,409   269,659 

Total cash, cash equivalents and restricted cash shown in the statement of cash flows

 $12,647,730  $5,072,897 

4.

CASH SURRENDER VALUE OF LIFE INSURANCE

The Company is the beneficiary of corporate-owned life insurance policies on certain former employees with a net cash surrender value of approximately $122,000 and $2,357,000 at March 31, 2019 and March 31, 2018, respectively.

In fiscal 2019, the Company received proceeds of approximately $2,300,000, respectively through loans against the cash value of its life insurance policies. The loan balance is recorded net against the cash surrender value of life insurance in the accompanying condensed consolidated balance sheet at March 31, 2019.

5.

INVESTMENTS IN SECURITIES

The Company adopted ASU 2016-01 as of April 1, 2018. As a result of adoption of this guidance, the Company now recognizes changes in fair value of these securities in the Consolidated Statements of Income.

During the year ended March 31, 2019, the Company had gross unrealized gains aggregating to $71,000 and gross unrealized losses aggregating to $617,000, which are included in the Consolidated Statements of Income.

All investments in marketable securities are priced using publicly quoted market pricesoperating expenses and are considered Level 1 fair value measurements.

In June 2018, the Company invested $2,000,000 in a quota share reinsurance program in the form of participating notes. The investment period is three years; subject to early redemption if applicable. Due to an accumulation of severe and costly wildfires, tropical storms and earthquakes that took place globally in the second half of 2018, the underlying contracts of our investment were adversely affected. The Company recorded an impairment of $2,000,000 during the year ended March 31, 2019.


6.

EQUITY METHOD INVESTMENTS

On January 16, 2018, the Company purchased approximately 1,133,000 shares of Insignia at a price of $1.25 per share for a total cost of approximately $1,416,000, which addedbilled to the 1,900,000 shares already owned at that date. After this purchase, the Company owned approximately 26% of Insignia’s total common stock and the Company adopted the equity method of accounting. Subsequent to January 16, 2018, the Company purchased additional shares for a total cost of approximately $385,000. The Company adopted the equity method to account for this investment because of its ability to exercise significant influence, but not control, over the operating and financial policies of Insignia. Air T has elected a three-month lag upon adoption of the equity method and thus reported its investment in Insigniacustomer, at cost, as of March 31, 2018. At March 31, 2018, the Company held approximately 3.4 million shares of Insignia’s common stock representing approximately 28% of the outstanding shares for a total net investment basis of $4,599,000. No basis difference adjustments or allocation of earnings or loss from Insignia was recorded as of March 31, 2018. Previous Accumulated Other Comprehensive Income of $722,000 was relieved into earnings as of the date equity method accounting was triggered, January 16, 2018.

At March 31, 2019, the Company held approximately 3.5 million shares of Insignia’s common stock representing approximately 30% of the outstanding shares for a total net investment basis of approximately $5,162,000. For the year ended March 31, 2019, the Company recorded approximately $391,000 as its share of Insignia’s net income along with a basis difference adjustment of approximately $92,000. Summarized audited financial information for Insignia for the twelve months ended December 31, 2018 and December 31, 2017 are as follows:

  

Twelve Months Ended

  

Twelve Months Ended

 
  

December 31, 2018

  

December 31, 2017

 

Revenue

 $33,236,000  $26,430,000 

Gross Profit

  12,561,000   8,401,000 

Operating income (loss)

  1,832,000   (908,000)

Net income (loss)

  1,399,000   (639,000)

Net income attributable to Air T, Inc. stockholders

 $391,000  $- 

7.

INVENTORIES

Inventories consisted of the following:

  

Year Ended March 31,

 
  

2019

  

2018

 

Ground support service parts

 $2,553,949  $2,518,942 

Ground equipment manufacturing:

        

Raw materials

  2,497,876   3,314,676 

Work in process

  1,659,516   20,089 

Finished goods

  972,542   1,768,897 

Printing equipment and maintenance:

        

Raw materials

  401,103   1,161,410 

Finished goods

  1,047,893   553,847 

Commercial jet engines and parts

  21,031,558   25,452,022 

Total inventories

  30,164,437   34,789,883 

Reserves

  (197,400)  (558,878)
         

Total, net of reserves

 $29,967,037  $34,231,005 


8.

PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

  

Year Ended March 31,

 
  

2019

  

2018

 

Furniture, fixtures and improvements

 $8,849,418  $7,696,590 

Building

  1,633,992   1,633,992 
   10,483,410   9,330,582 

Less accumulated depreciation

  (5,665,498)  (4,722,016)

Property and equipment, net

 $4,817,912  $4,608,565 

9.

INTANGIBLE ASSETS AND GOODWILL

Amortizable intangible assets consisted of the following:

  

March 31, 2019

 
  

Gross

  

Accumulated

  

Net Book

 
  

Carrying Amount

  

Amortization

  

Value

 

Tradenames

 $580,000   (319,913) $260,087 

Customer relationships

  751,000   (194,270)  556,730 

Non-compete

  69,700   (37,638)  32,062 

Certification

  47,000   (25,380)  21,620 

License

  250,000   (59,967)  190,033 

Patents

  1,090,000   (1,090,000)  - 

Software

  571,507   (428,309)  143,198 

Other

  22,242   (715)  21,527 
             

Intangible assets

  3,381,449   (2,156,192)  1,225,257 

  

March 31, 2018

 
  

Gross

  

Accumulated

  

Net Book

 
  

Carrying Amount

  

Amortization

  

Value

 

Tradenames

 $442,000   (229,480) $212,520 

Customer relationships

  751,000   (119,170)  631,830 

Non-compete

  69,700   (23,698)  46,002 

Certification

  47,000   (15,980)  31,020 

License

  250,000   (18,058)  231,942 

Patents

  1,090,000   (1,090,000)  - 

Software

  429,128   (291,405)  137,723 

Other

  22,242   (808)  21,435 
             

Intangible assets

  3,101,070   (1,788,598)  1,312,472 

Amortization expense was approximately $368,000 and $323,000 for the fiscal year 2019 and 2018, respectively. Most of the net book value of the Company’s amortizable intangibles stems from the Company’s acquisition of Contrail Aviation.


Annual future amortization expense for these intangible assets for the five succeeding years and thereafter is as follows:

Year ending March 31,

    

2020

 $300,539 

2021

  280,126 

2022

  205,016 

2023

  156,470 

2024

  83,970 

Thereafter

  199,136 
   $1,225,257 

Goodwill consisted of the following:

  

Year Ended March 31,

 
  

2019

  

2018

 
         

Goodwill, at original cost

 $4,793,013  $4,793,013 
         

Less accumulated impairment

  (375,408)  (375,408)

Goodwill, net of impairment

 $4,417,605  $4,417,605 

Certain business acquisitions have resultedincluded in the recording of goodwill, which is not amortized. As of March 31, 2019 and 2018, the Company had approximately $4.4 million of goodwill, of which $4.2 million is related to the acquisition of Contrail Aviation. We performed our annual impairment assessment for goodwill of the Contrail reporting unit. In conducting a qualitative assessment, the Company analyzes a variety of events or factors that may influence the fair value of the Contrail reporting unit including, but not limited to: changes in the carrying amount of the reporting unit; actual and projectedovernight air cargo revenue and operating margin; relevant market data for both the Company and its peer companies; industry outlooks; macroeconomic conditions; liquidity; changes in key personnel; and the Company's competitive position. Significant judgment is used to evaluate the totality of these events and factors to make the determination of whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. Based on the results of our annual qualitative assessment conducted as of March 31, 2019 and 2018, the fair value of our Contrail reporting unit exceeded its carrying value and management concluded that no impairment charge was warranted.

10.

BUSINESS COMBINATIONS

Acquisition of AirCo Assets

On May 2, 2017 and June 1, 2017, our newly formed subsidiaries, AirCo, LLC and AirCo Services, LLC (collectively, “AirCo”) acquired the inventory and principal business assets, and assumed specified liabilities, of Aircraft Instrument and Radio Company, Incorporated, and Aircraft Instrument and Radio Services, Inc. (collectively, the “AirCo Sellers”). The acquired business, which is based in Wichita, Kansas, distributes and sells airplane and aviation parts and maintains a license under Part 145 of the regulations of the Federal Aviation Administration. The consideration paid for the acquired business was $2,400,000.


The following table summarizes the fair values of assets acquired and liabilities assumed by AirCo as of May 2, 2017, the date of the completion of the acquisition (the “AirCo Closing Date”):

  

May 2, 2017

 
     

Assets acquired and liabilities assumed at fair value:

    

Accounts receivables

 $748,936 

Inventories

  3,100,000 

Property and equipment

  26,748 

Accounts payable

  (313,117)

Accrued expenses

  (382,687)

Net assets acquired

 $3,179,880 
     

Net assets acquired

  3,179,880 

Consideration paid

  2,400,000 

Bargain purchase gain

 $779,880 

The Company’s purchase price accounting reflects the estimated net fair value of the AirCo Sellers assets acquired and liabilities assumed as of the AirCo Closing Date. The transaction resulted in a bargain purchase because AirCo was a non-marketed transaction and in financial distress at the time of the acquisition. The inventory was not being marketed appropriately and as a result, the company was unable to realize market prices for the parts. The tax impact related to the bargain purchase gain was to record a deferred tax liability and tax expense against the bargain purchase gain of approximately $278,000.  The resulting net bargain purchase gain after taxes was approximately $502,000.

Pro forma financial information is not presented as the results are not material to the Company’s consolidated financial statements.

Acquisition of Worthington Aviation Parts, Inc.

On May 4, 2018, Air T, Inc. completed the acquisition (the “Transaction”) of substantially all of the assets and assumed certain liabilities of Worthington Aviation Parts, Inc. (“Worthington”), pursuant to the Asset Purchase Agreement (the “Purchase Agreement”), dated as of April 6, 2018, by and among the Company, Worthington, and Churchill Industries, Inc., as guarantor of Worthington’s obligations as disclosed in the Purchase Agreement.

Worthington is primarily engaged in the business of operating, distributing and selling airplane and aviation parts along with repair services. The Company agreed to acquire the assets and liabilities in exchange for payment to Worthington of $50,000 as earnest money upon execution of the Agreement and a cash payment of $3,300,000 upon closing. Total consideration is summarized in the table below:

Earnest money

 $50,000 

Cash consideration

  3,300,000 

Cash acquired

  (24,301)

Total consideration

 $3,325,699 


The Transaction was accounted for as a business combination in accordance with ASC Topic 805 "Business Combinations." Assets acquired and liabilities assumed were recorded in the accompanying consolidated balance sheet at their estimated fair values as of May 4, 2018, with the excess of fair value of net assets acquired recorded as a bargain purchase gain. The most significant asset acquired was Worthington’s inventory. The following table outlines the consideration transferred and purchase price allocation at the respective estimated fair values as of May 4, 2018:

  

May 4, 2018

 
     

ASSETS

    

Accounts receivable

 $1,929,120 

Inventories

  4,564,437 

Other current assets

  149,792 

Property and equipment

  391,892 

Other assets

  189,607 

Intangible assets - tradename

  138,000 

Total assets

  7,362,848 
     

LIABILITIES

    

Accounts payable

  1,289,150 

Accrued expenses

  175,222 

Deferred tax liability

  589,000 

Total liabilities

  2,053,372 
     
     

Net assets acquired

 $5,309,476 
     

Consideration paid

 $3,350,000 

Less: Cash acquired

  (24,301)

Bargain purchase gain

 $1,983,777 

The transaction resulted in a bargain purchase gain because Worthington was a non-marketed transaction and in financial distress at the time of the acquisition. The seller engaged in a formal bidding process and determined Air T was the best option for Worthington. The tax impact related to the bargain purchase gain was to record a deferred tax liability and record tax expense against the bargain purchase gain of approximately $589,000.  The resulting net bargain purchase gain after taxes was approximately $1,984,000. Total transaction costs incurred in connection with this acquisition were approximately $83,000.

The following table sets forth the revenue and expenses of Worthington, prior to intercompany eliminations, that are included in the Company’s condensed consolidated statement of income for the fiscal year ended March 31, 2019:

  

Income Statement

 
  

Post-Acquisition

 
     

Revenue

 $15,563,192 

Cost of Sales

  10,919,841 

Operating Expenses

  4,364,349 

Operating Income

  279,002 

Non-operating Income

  1,808,211 

Net Income

 $2,087,213 


Pro Forma Financial Information

The following unaudited pro forma consolidated results of operations for the fiscal years ended March 31, 2019 and 2018 present consolidated information of the Company as if the acquisition of Worthington had occurred as of April 1, 2017:

  

Pro-Forma

  

Pro-Forma

 
  

Year ended

  

Year ended

 
  

March 31, 2019

  

March 31, 2018

 

Revenue

 $251,278,349  $209,706,935 

Earnings before taxes

  7,881,644   3,594,265 

Net income (loss) attributable to Air T, Inc. stockholders

  (766,674)  3,734,452 

Basic income (loss) per share

  (0.38)  1.83 

Dilutive income (loss) per share

 $(0.38) $1.82 

The unaudited pro forma consolidated results were prepared using the acquisition method of accounting and are based on the historical financial information of Worthington and the Company. The historical financial information has been adjusted to give effect to pro forma adjustments that are: (i) directly attributable to the acquisition, (ii) factually supportable and (iii) expected to have a continuing impact on the combined results. The pro forma for the year ended March 31, 2019 excludes the bargain purchase gain recognized in connection with the acquisition as that gain is included in the pro-forma for the year ended March 31, 2018. The unaudited pro forma consolidated results are not necessarily indicative of what the Company’s consolidated results of operations actually would have been had it completed these acquisitions on April 1, 2017.

Other Acquisitions

On December 15, 2017, BCCM, Inc. (“BCCM”), a newly-formed, wholly-owned subsidiary of the Company, completed the acquisition of Blue Clay Capital Management, LLC (“Blue Clay Capital”), an investment management firm based in Minneapolis, Minnesota. In connection with the transaction, BCCM acquired the assets of, and assumed certain liabilities of, Blue Clay Capital in return for payment to Blue Clay Capital of $1.00, subject to adjustment for Blue Clay Capital’s net working capital as of the closing date. The fair value of the assets acquired, and liabilities assumed in connection with the transaction are provisional. Gary S. Kohler, a director of the Company, was the sole owner of Blue Clay Capital. In connection with the transaction, (i) BCCM replaced Blue Clay Capital as the managing general partner of certain investment funds managed by Blue Clay Capital (Blue Clay Capital Partners, LP, Blue Clay Capital Partners CO I, LP, Blue Clay Capital Partners CO III, LP and Blue Clay Capital SMid-Cap LO, LP); (ii) Mr. Kohler entered into an employment agreement with BCCM to serve as its Chief Investment Officer in return for an annual salary of $50,000 plus variable compensation based on the management and incentive fees to be paid to the subsidiary by certain of these investment funds and eligibility to participate in discretionary annual bonuses; and (iii) David Woodis, President of Blue Clay Capital, entered into an employment agreement with BCCM to serve as its Chief Operating Officer and Chief Financial Officer in return for an annual salary of $125,000 plus revenue sharing and eligibility to participate in discretionary annual bonuses.

In connection with the Blue Clay Capital acquisition, a Partnership Interest Conversion and General Partner Admittance Agreement (“Conversion Agreement”) was entered into effective December 31, 2017 between Blue Clay Capital, BCCM, BCCM Advisors, LLC (“BCCM Advisors”), a wholly-owned subsidiary of BCCM, and various Blue Clay Capital investment funds. Per the Conversion Agreement, Blue Clay Capital sold to BCCM Advisors, and BCCM Advisors purchased from Blue Clay, the general partnership interests in certain investment funds previously managed by Blue Clay Capital (as specified above) for a purchase price equal to, with respect to each general partnership, of (i) one percent (1%) of the aggregate capital accounts of each fund as valued on December 31, 2017 and (ii) $100,000 (or $10,000 in the case of Blue Clay Capital SMid-Cap LO, LP). Upon acquisition of each of the general partnership interests, BCCM Advisors was admitted as the general partner of each fund. Blue Clay Capital retained the incentive allocations associated with Blue Clay Capital Partners CO I, LP and Blue Clay Capital Partners CO III. BCCM Advisors will receive all future incentive allocations accruing as of January 1, 2018 and thereafter associated with Blue Clay Capital Partners, LP which is the onshore feeder fund to the Blue Clay Capital Master Fund Ltd. Management determined that the price paid of $227,000 for the combined general partnership interests approximates the fair value of those interests. The portion of the purchase price paid for the general partnership interest in Blue Clay Capital Partners, LP is allocated as an equity interest in the Blue Clay Capital Master Fund, Ltd.

Additionally, effective December 31, 2017, BCCM Advisors entered into an Investment Management Agreement in which it agreed to manage the investments of the following funds: Blue Clay Capital Master Fund Ltd., Blue Clay Capital Fund Ltd. and Blue Clay Capital Partners LP. In connection with the effective date of the Investment Management Agreement, BCCM Advisors became the Incentive Allocation Shareholder of the Blue Clay Capital Master Fund Ltd.

Pro forma financial information is not presented for the above acquisitions as the results are not material to the Company’s consolidated financial statements.


11.

VARIABLE INTEREST ENTITIES

A variable interest entity ("VIE") is an entity that either (i) has insufficient equity to permit the entity to finance its activities without additional subordinated financial support, or (ii) has equity investors who lack the characteristics of a controlling financial interest. Under ASC 810 - Consolidation, an entity that holds a variable interest in a VIE and meets certain requirements would be considered to be the primary beneficiary of the VIE and required to consolidate the VIE in its consolidated financial statements. In order to be considered the primary beneficiary of a VIE, an entity must hold a variable interest in the VIE and have both:

the power to direct the activities that most significantly impact the economic performance of the VIE; and

the right to receive benefits from, or the obligation to absorb losses of, the VIE that could be potentially significant to the VIE.

The Company concluded that its investments in Delphax’s equity and debt, and its investment in the Delphax warrant, each constituted a variable interest. In addition, the Company concluded that it became the primary beneficiary of Delphax on November 24, 2015. The Company consolidated Delphax in its consolidated financial statements beginning on that date.

The following table sets forth the carrying values of Delphax’s assets and liabilities as of March 31, 2019 and 2018:

  

March 31, 2019

  

March 31, 2018

 
         

ASSETS

        

Current assets:

        

Cash and cash equivalents

 $12,315  $241,430 

Accounts receivable, net

  46,844   316,542 

Other current assets

  58,441   72,269 

Total current assets

  117,600   630,241 

Other tax receivables-long-term

  311,000   311,000 

Total assets

 $428,600  $941,241 
         

LIABILITIES

        

Current liabilities:

        

Accounts payable

 $2,151,235  $2,145,847 

Income tax payable

  -   11,312 

Accrued expenses

  3,157,707   3,244,514 

Short-term debt

  1,749,779   1,788,285 

Total current liabilities

  7,058,721   7,189,958 

Total liabilities

 $7,058,721  $7,189,958 
         
         

Net assets

 $(6,630,121) $(6,248,717)

The short-term debt is comprised of amounts due from Delphax to Air T, Inc. Those amounts have been eliminated in consolidation. As of March 31, 2019, the outstanding principal amount of the Senior Subordinated Note was approximately $550,000 ($900,000 as of March 31, 2018) and there were no borrowings under the Delphax Senior Credit Agreement. Short-term debt as reflected in the above table includes approximately $1,200,000 and $888,000 of accrued interest, due to the Company from Delphax Technologies, Inc. under the Senior Subordinated Note as of March 31, 2019 and March 31, 2018. As a result of the foreclosure completed by the Company on August 10, 2017, the amount secured by the Delphax Senior Credit Agreement was satisfied.

The assets of Delphax can only be used to satisfy the obligations of Delphax. Furthermore, Delphax’s creditors do not have recourse to the assets of Air T, Inc. or its subsidiaries.

Upon petition by the Company, on August 8, 2017 the Ontario Superior Court of Justice in Bankruptcy and Insolvency adjudged Delphax Canada to be bankrupt. As a result, Delphax Canada ceased to have capacity to deal with its property, which then vested in the trustee in bankruptcy of Delphax Canada subject to the rights of secured creditors. As of March 31, 2019, the bankruptcy proceedings were ongoing in accordance with Canadian law and, therefore, Delphax Canada was still the primary obligor of its liabilities.


The intercompany balances under the Delphax Senior Subordinated Note as of March 31, 2019 are eliminated in the presentation of the consolidated financial statements.

Delphax’s revenues and expenses are included in our consolidated financial statements herein. Revenues and expenses prior to the date of initial consolidation were excluded. We have determined that the attribution of Delphax net income or loss should be based on consideration of all of Air T’s investments in Delphax and Delphax Canada. The Delphax warrant provides that in the event that dividends are paid on the common stock of Delphax, the holder of the Warrant is entitled to participate in such dividends on a ratable basis as if the Warrant had been fully exercised and the shares of Series B Preferred Stock acquired upon such exercise had been converted into shares of Delphax common stock. This provision would have entitled Air T, Inc. to approximately 67% of any Delphax dividends paid, with the remaining 33% paid to the non-controlling interests. We concluded that this was a substantive distribution right which should be considered in the attribution of Delphax net income or loss to non-controlling interests. We furthermore concluded that our investment in the debt of Delphax should be considered in attribution. Specifically, Delphax’s net losses are attributed first to our Series B Preferred Stock and Warrant investments and to the non-controlling interest (67%/33%) until such amounts are reduced to zero. Additional losses are then fully attributed to our debt investments until they too are reduced to zero. This sequencing reflects the relative priority of debt to equity. Any further losses are then attributed to Air T and the non-controlling interests based on the initial 67%/33% share. Delphax net income is attributed using a backwards-tracing approach with respect to previous losses.

As a result of the application of the above-described attribution methodology, for the fiscal years ended March 31, 2019 and March 31, 2018 the attribution of Delphax losses to non-controlling interests was 33% and 33%, respectively.

The following table sets forth the revenue and expenses of Delphax that are included in the Company’s consolidated statements of income (loss). These pass-through costs totaled $23.0 million and comprehensive income$19.9 million for the years ended March 31, 20192022 and 2018:

2021, respectively.
  

March 31, 2019

  

March 31, 2018

 
         
         

Operating revenues

 $-  $5,835,266 
         

Operating expenses:

        

Cost of sales

  -   3,261,156 

General and administrative

  285,180   1,399,034 

Research and development

  -   195,653 

Depreciation, amortization and impairment

  -   8,007 
   285,180   4,863,850 

Operating (loss) income

  (285,180)  971,416 
         

Non-operating expense, net

  (218,203)  (742,120)
         

(Loss) Income before income taxes

  (503,383)  229,296 
         

Income tax benefit

  -   311,000 
         

Net (loss) income

 $(503,383) $540,296 


Non-operating expense, net, includes intercompany interest expense of approximately $311,000 associated with the Senior Subordinated Note and the Delphax SeniorLiquidity – The Company’s Credit Agreement for the fiscalwith MBT (the Air T debt in Note 14) includes several covenants that are measured once a year endedat March 31, 2019 and approximately $670,000 for the fiscal year ended March 31, 2018. This interest expense was eliminated for purposesincluding, but not limited to, a financial covenant requiring a debt service coverage ratio of net income (loss) presented in the Company’s accompanying consolidated statements of income and comprehensive income for the years ended March 31, 2019 and 2018, though the effect of intercompany interest expense under the Senior Subordinated Note and the Delphax Senior1.25. The AirCo 1 Credit Agreement is reflected(the AirCo 1 debt in the attribution of Delphax net income or losses attributedNote 14) contains an affirmative covenant relating to non-controlling interests.

Unconsolidated Variable Interest Entities and Other Entities

BCCM Advisors holds equity interests in certain investment funds ascollateral valuation. As of March 31, 2019 and March 31, 2018. The Company determined that the equity interests it holds as the general partner in the following funds are variable interests based on the applicable GAAP guidance: Blue Clay Capital Partners CO I LP, Blue Clay Capital Partners CO III LP, Blue Clay Capital SMid-Cap LO LP, AO Partners II LP, Blue Clay Pan-Africa Portfolio Fund Ltd and Blue Clay Pan-Africa Fund LP. However, the Company further determined that these funds should not be consolidated as BCCM Advisors is not the primary beneficiary of these variable interest entities. The Company determined that its equity interest in the Blue Clay Capital Master Fund Ltd. is not a variable interest and should not be consolidated based on the applicable GAAP guidance. The Company’s total investment within these investment funds at March 31, 2019 is valued at approximately $464,000. The Company’s exposure to loss is limited to its initial investment.

12.

FINANCING ARRANGEMENTS

On March 29, 2019, Air T entered into an Amended and Restated Credit Agreement with Minnesota Bank & Trust (“MBT”), dated as of March 28, 2019 (the “Amended Agreement”), principally to refinance the Worthington credit facility. The principal changes of the Amended Agreement are as follows: (1) the revolving credit facility increased to $17,000,000; (2) the rate was revised to the greater of (a) 4.00% or (b) the sum of (i) the prime rate minus (ii) 1.00%; (3) three parties were added: (a) Worthington Acquisition, LLC, a wholly-owned subsidiary of Stratus Aero Partners LLC, a wholly-owned subsidiary of the Company; (b) Worthington Aviation, LLC, a wholly-owned subsidiary of Worthington Acquisition, LLC; and (c) Worthington MRO, LLC, a wholly-owned subsidiary of Worthington Acquisition, LLC (collectively, the “Worthington Entities”). The additional funds were applied to repay indebtedness owed by the Worthington Entities under that certain Loan Agreement dated as of May 11, 2018 to MBT. Additionally, the related Amended and Restated Guaranty in favor of MBT, dated as of March 28, 2019, amended that certain Guaranty dated as of December 21, 2017, which also added the Worthington Entities as loan parties.


Borrowings of2022, the Company and its subsidiaries are summarized below at March 31, 2019 and March 31, 2018, respectively. AirCo and Contrail Aviation (“Contrail”) are subsidiaries of the Company1 were in the commercial aircraft, engines and parts segment.

  

March 31, 2019

  

March 31, 2018

 

Maturity Date

 

Interest Rate

 

Priority

 

Unused commitments

 
                   

Revolver

 $12,403,213  $- 

November 30, 2019

 

 

Prime - 1% 

Secured

 $4,596,787 

Term Note A

  8,750,000   9,750,000 

January 1, 2028

 

 

1-month LIBOR + 2% 

Secured

    

Term Note B

  4,375,000   4,875,000 

January 1, 2028

  4.50% 

Secured

    

Term Note D

  1,607,200   1,674,400 

January 1, 2028

 

 

1-month LIBOR + 2% 

Secured

    

Air T Debt - MBT

  27,135,413   16,299,400           
                   

Revolver

  3,820,000   5,000,000 

May 21, 2019

  7.50% 

Secured

  1,180,000 

Term Loan

  -   2,404,775 

March 26, 2019

  7.25% 

Secured

    

Term Loan

  450,000   - 

December 17, 2019

  7.50% 

Secured

    

Term Loan

  400,000   - 

June 17, 2020

  7.25% 

Secured

    

Term Loan

  2,100,000   - 

June 17, 2020

  8.50%      

AirCo Debt - MBT

  6,770,000   7,404,775           
                   

Revolver

  -   14,826,062 

May 5, 2019

 

 

1-month LIBOR + 3% 

Secured

  20,000,000 

Term Loan

  8,616,336   9,920,000 

January 26, 2021

 

 

1-month LIBOR + 3.75% 

Secured

    

Term Loan

  15,500,000   - 

September 14, 2021

 

 

1-month LIBOR + 3.75% 

Secured

    

Contrail Debt - Old National

  24,116,336   24,746,062           
                   

Total Debt

  58,021,749   48,450,238           
                   

Less: Unamortized Debt Issuance Costs

  (368,760)  (365,288)          

Total Debt, net

 $57,652,989  $48,084,950           

The Air T revolving credit facility, as well as Term Note A, Term Note B and Term Note D are guaranteed by certain subsidiaries of the Company, secured by a first lien oncompliance with all personal property of the Company and the guaranteeing subsidiaries.

financial covenants.


The Contrail revolving credit facilityCredit Agreement (the Contrail debt in Note 14) contains affirmative and negative covenants, including covenants that restrictedrestrict the ability of Contrail Aviation and its subsidiaries to, among other things, incur or guarantee indebtedness, incur liens, dispose of assets, engage in mergers and consolidations, make acquisitions or other investments, make changes in the nature of its business, and engage in transactions with affiliates.

The weighted average interest rate on short term borrowings outstanding asContrail Credit Agreement also contains quarterly financial covenants applicable to Contrail and its subsidiaries, including a minimum debt service coverage ratio of March 31, 20191.25 to 1.0 and March 31, 2018 is 5.27% and 7.25%, respectively.


At March 31, 2019, our contractual financing obligations, including payments due by period, are as follows:

Fiscal year ended

 

Amount

 

2020

 $24,735,224 

2021

  18,188,725 

2022

  5,067,200 

2023

  1,567,200 

2024

  1,567,200 

Thereafter

  6,896,200 
   58,021,749 

Less: Unamortized Debt Issuance Costs

  (368,760)
  $57,652,989 

The Company assumes various financial obligations and commitments in the normal coursea minimum TNW of its operations and financing activities. Financial obligations are considered to represent known future cash payments that the Company is required to make under existing contractual arrangements such as debt and lease agreements.

Fair Value of Debts$8 million. As of March 31, 2019 and 2018,2022, Contrail was in compliance with all financial covenants.


The Company believes it is probable that the carrying amounts reportedcash on hand (including that obtained from other current financings), net cash provided by operations from its remaining operating segments, together with its current revolving lines of credit, as amended or replaced, will be sufficient to meet its obligations as they become due in the ordinary course of business for at least 12 months following the date these financial statements are issued.

Recently Issued Accounting Pronouncements

In March 2020, the FASB issued ASU 2020-04- Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The amendments in this Update provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments in this Update apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The expedients and exceptions provided by the amendments do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022, except for hedging relationships existing as of December 31, 2022, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship. The amendments are effective for all entities from the beginning of an interim period that includes the issuance date of this ASU. An entity may elect to apply the amendments prospectively through December 31, 2022. The Company is currently evaluating the impact of this amendment on our contracts, hedging relationships, and other transactions affected by reference rate reform.

In July 2021, the FASB updated the Leases (Topic 842): Lessors—Certain Leases with Variable Lease Payments. The amendments in this Update address stakeholders’ concerns by amending the lease classification requirements for lessors to align them with practice under Topic 840. Lessors should classify and account for a lease with variable lease payments that do not depend on a reference index or a rate as an operating lease if both of the following criteria are met:

1.The lease would have been classified as a sales-type lease or a direct financing lease in accordance with the classification criteria in paragraphs 842-10-25-2 through 25-3.

47


2.The lessor would have otherwise recognized a day-one loss.

When a lease is classified as operating, the lessor does not recognize a net investment in the lease, does not derecognize the underlying asset, and, therefore, does not recognize a selling profit or loss. The leased asset continues to be subject to the measurement and impairment requirements under other applicable GAAP. The amendments in this Update are effective for fiscal years beginning after December 15, 2021, for all entities, and interim periods within those fiscal years for public business entities. The Company is currently evaluating the impact of this amendment on its consolidated balance sheetsfinancial statements and disclosures.

Recently Adopted Accounting Pronouncements

In October 2021, the FASB updated the 2021-08—Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The amendments in this Update require that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. At the acquisition date, an acquirer should account for the Company’s debt instruments approximaterelated revenue contracts in accordance with Topic 606 as if it had originated the fair values. Estimated fair values are determined by comparing current borrowing ratescontracts. To achieve this, an acquirer may assess how the acquiree applied Topic 606 to determine what to record for the acquired revenue contracts. Generally, this should result in an acquirer recognizing and risk spreads offeredmeasuring the acquired
contract assets and contract liabilities consistent with how they were recognized and measured in the market (Levelacquiree’s financial statements (if the acquiree prepared financial statements in accordance with GAAP). However, there may be circumstances in which the acquirer is unable to assess or rely on how the acquiree applied Topic 606, such as if the acquiree does not follow GAAP, if there were errors identified in the acquiree’s accounting, or if there were changes identified to conform with the acquirer’s accounting policies. In those circumstances, the acquirer should consider the terms of the acquired contracts, such as timing of payment, identify each performance obligation in the contracts, and allocate the total transaction price to each identified performance obligation on a relative standalone selling price basis as of contract inception (that is, the date the acquiree entered into the contracts) or contract modification to determine what should be recorded at the acquisition date. The amendments in this Update also provide certain practical expedients for acquirers when recognizing and measuring acquired contract assets and contract liabilities from revenue contracts in a business combination.

For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The amendments in this Update should be applied prospectively to business combinations occurring on or after the effective date of the amendments.

Early adoption of the amendments is permitted, including adoption in an interim period. An entity that early adopts in an interim period should apply the amendments (1) retrospectively to all business combinations for which the acquisition date occurs on or after the beginning of the fiscal year that includes the interim period of early application and (2) prospectively to all business combinations that occur on or after the date of initial application.

The Company early adopted the amendments as of April 1, 2021. As a result, we recognized and measured contract assets and contract liabilities acquired from the acquisition of GdW in accordance with Topic 606 as if we had originated the contracts.

In November 2021, the FASB issued an update on the 2021-10—Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance. The amendments in this Update apply to business entities that account for a transaction with a government by applying a grant or contribution accounting model by analogy to other accounting guidance (for example, a grant model within IAS 20, Accounting for Government Grants and Disclosure of Government Assistance, or Subtopic 958-605, Not-For-Profit Entities—Revenue Recognition).

The amendments in this Update require the following annual disclosures about transactions with a government that are accounted for by applying a grant or contribution accounting model by analogy:

1. Information about the nature of the transactions and the related accounting policy used to account for the transactions

2. The line items on the balance sheet and income statement that are affected by the transactions, and the amounts applicable to each financial statement line item

3. Significant terms and conditions of the transactions, including commitments and contingencies.

The amendments in this Update are effective for all entities within their scope for financial statements issued for annual periods beginning after December 15, 2021. Early application of the amendments is permitted. An entity should apply the amendments in this Update either (1) prospectively to all transactions within the scope of the amendments that are reflected in financial statements at the date of initial application and new transactions that are entered into after the date of initial application or (2) retrospectively to those transactions.

On January 24, 2022, the Company filed an application with the Internal Revenue Service for an ERC in an amount approximating $9.1 million. The Company early adopted the amendments as of April 1, 2021 and made all the required disclosures pertaining to our ERC application in Note 11.




48


2.    Acquisitions

Wolfe Lake HQ, LLC

On December 2, fair value measures) or quoted market prices (Level 1 fair value measures), when available,2021, the Company, through its wholly-owned subsidiary Wolfe Lake HQ, LLC, completed the purchase of the real estate located in St. Louis Park, Minnesota pursuant to the statedreal estate purchase agreement with WLPC East, LLC, a Minnesota limited liability company dated October 11, 2021. The real estate purchased consists of a 2-story office building, asphalt-paved driveways and parking areas, and landscaping. The building was constructed in 2004 with an estimated 54,742 total square feet of space. The real estate purchased is where the Air T's executive office is currently located. With this purchase, the Company assumed 11 leases from existing tenants occupying the building.

The total amount recorded for the real estate was $13.4 million, which included the purchase price of $13.2 million and total direct capitalized acquisition costs of $0.2 million. The consideration paid for the real estate consisted of approximately $3.3 million in cash and a new secured loan from Bridgewater Bank ("Bridgewater") with an aggregate principal amount of $9.9 million and a fixed interest ratesrate of 3.65% which matures on December 2, 2031. See Note 14.

In accordance with ASC 805, the purchase price consideration was allocated as follows (in thousands):

Land$2,794 
Building8,439 
Site Improvements798 
Tenant Improvements269 
In-place lease and other intangibles1,108 
$13,408 

GdW Beheer B.V.
On February 10, 2022, the Company acquired GdW, a Dutch holding company in the business of providing global aviation data and spreads oninformation. The acquisition was completed through a wholly-owned subsidiary of the Company’s debts.

Interest Expense, net - The componentsCompany, Air T Acquisition 22.1, LLC ("Air T Acquisition 22.1", “Subsidiary”), a Minnesota limited liability company, through its Dutch subsidiary, Shanwick, and was funded with cash, investment by executive management of net interest expense during the years ended March 31, 2019underlying business, and March 31, 2018 are as follows:

  

March 31, 2019

  

March 31, 2018

 
         

Contractual interest

  3,290,788   1,695,898 

Amortization of deferred financing costs

  193,942   90,028 

Interest income

  (57,628)  (61,154)

Total

  3,427,102   1,724,771 

the loans described in Note 14. As part of the Company’s interest rate risktransaction, the executive management strategy,of the Company, from time to time, uses derivative instruments to minimize significant unanticipated earnings fluctuations that may arise from rising variable interest rate costs associated with existing borrowings (Airunderlying business purchased 30% of Shanwick. Air T Term Note AAcquisition 22.1 and Term Note D). To meet these objectives,its consolidated subsidiaries are included within the Company entered into interest rate swaps with notional amounts consistent withCorporate and other segment.

Total consideration is summarized in the outstanding debt to providetable below (in thousands):
February 10, 2022
Consideration paid$15,256 
Less: Cash acquired(2,452)
Less: Net assets acquired(6,855)
Goodwill$5,949 
The transaction was accounted for as a fixed rate of 4.56% and 5.09%, respectively, on Term Notes A and D. The swaps mature in January 2028.

As of August 1, 2018, these swap contracts have been designated as cash flow hedging instruments and qualified as effective hedgesbusiness combination in accordance with ASC 815-30. The effective portion of changesTopic 805 "Business Combinations." Assets acquired and liabilities assumed were recorded in the accompanying consolidated balance sheet at their fair values as of February 10, 2022, with the excess of total consideration over fair value on these instrumentsof net assets acquired recorded as goodwill. The following table outlines the consideration transferred and purchase price allocation at the respective fair values as of February 10, 2022 (in thousands):

49


February 10, 2022
ASSETS
Accounts Receivable$715 
Other current assets67
Property, plant and equipment, net40
Intangible - Proprietary Database2,936
Intangible - Customer Relationships7,354
Total assets11,112
LIABILITIES
Accounts payable15
Accrued expenses and deferred revenue1,670
Deferred income tax liabilities, net2,572
Total liabilities4,257
Net assets acquired$6,855 
As of March 31, 2022, the purchase price allocation is recordedconsidered preliminary. The Company’s initial accounting for this acquisition is incomplete as of the date of this report. Therefore, as permitted by applicable accounting guidance, the foregoing amounts are provisional. All relevant facts and circumstances are still being considered by management prior to finalization of the purchase price allocation.
The following table sets forth the revenue and expenses of GdW, prior to intercompany eliminations, that are included in other comprehensive income and is reclassified into the Company’s condensed consolidated statement of income as interest expense infor the same period in which the forecasted transactions (interest payments) affects earnings. As of March 31, 2019 and March 31, 2018, the fair value of the interest-rate swap contracts was a liability of $227,000 and $8,500, respectively, which is included within other non-current liabilities in the consolidated balance sheets. During thefiscal year ended March 31, 2019,2022 (in thousands):
Income Statement
Post-Acquisition
Revenue$887 
Cost of Sales145 
Operating Expenses701 
Operating Income41 
Non-operating income19 
Net income$60 
Pro forma financial information is not presented as the Company recorded a gain of approximately $145,000 in the consolidated statement of income (loss) dueresults are not material to the changes in the fair value of the instruments prior to the designationCompany’s consolidated financial statements.
3.    MAJOR CUSTOMER
Approximately 41% and qualification of these instruments as effective hedges. After the interest rate swaps were deemed effective hedges, the Company recorded a loss of approximately $236,000, net of tax, in the consolidated statement of comprehensive income for changes in the fair value of the instruments.

13.

LEASE ARRANGEMENTS

The Company has operating lease commitments for office equipment and some of its office and maintenance facilities. Refer to “Item 2. Properties” for a summary37% of the Company’s current operating lease commitments.


Atconsolidated revenues were derived from services performed for FedEx Corporation in fiscal 2022 and 2021, respectively. Approximately 15% and 35% of the Company’s consolidated accounts receivable at March 31, 2019, future minimum annual lease payments (foreign currency amounts translated using applicable March 31, 2019 exchange rates) are as follows:

Year ended March 31,

    

2020

 $3,133,000 

2021

  2,115,000 

2022

  1,625,000 

2023

  1,241,000 

2024

  692,000 

Thereafter

  6,267,000 

Total minimum lease payments

 $15,073,000 

The Company’s rent expense excluding Delphax for operating leases totaled approximately $4,564,0002022 and $4,520,000 for fiscal 2019 and 2018,2021, respectively, and includes amounts to related parties of $201,000 and $337,000 in fiscal 2019 and 2018, respectively. Delphax’s rent expense totaled $13,000 and $95,000 for fiscal 2019 and 2018, respectively.

were due from FedEx Corporation.

14.

ASSETS ON LEASE

The Company leases equipment to third parties, primarily through Contrail which leases engines to third parties under operating lease agreements.

As of March 31, 2019, minimum future rentals under non-cancelable operating leases are as follow:

Year ended March 31,

    

2020

 $3,055,164 

2021

  710,364 

2022

  80,264 

2023

  58,404 

2024

  4,867 

Thereafter

  - 

Total minimum lease payments

 $3,909,063 

4.    FAIR VALUE OF FINANCIAL INSTRUMENTS

15.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company measures and reports financial assets and liabilities at fair value, on a recurring basis.value. Fair value measurement is classified and disclosed in one of the following three categories:

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

50


Level 2: Quoted prices in markets that are not active or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability.

Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).

Assets Measured and Recorded at Fair Value on a Recurring Basis
The following consolidated balance sheet items are measured at fair value:

value on a recurring basis (in thousands):
  

Fair Value Measurements at March 31,

 
  

2019

  

2018

 
         

Marketable securities (Level 1)

 $3,212,587  $2,552,774 

Interest rate swaps (Level 2)

 $227,214  $66,706 

Acquisition contingent consideration obligations (Level 3)

 $488,905  $1,955,987 

Redeemable non-controlling interest (Level 3)

 $5,476,000  $1,992,939 
Fair Value Measurements at March 31,
20222021
Marketable securities (including restricted investments) (Level 1)$2,550 $2,914 
Interest rate swaps (Level 2)889 593 
Warrants Liability (Level 2)— 414 
Contrail's redeemable non-controlling interest (Level 3)$7,178 $6,598 


The fair values of our interest rate swaps are based on the market standard methodology of netting the discounted expected future variable cash receipts and the discounted future fixed cash payments. The variable cash receipts are based on an expectation of future interest rates derived from observed market interest rate forward curves. Since these inputs are observable in active markets over the terms that the instruments are held, the derivatives are classified as Level 2 in the hierarchy.

See Note 9.

The fair value of the acquisition contingent consideration obligations is based on a discounted cash flow analysis using projected EBITDA over the earn-out period and is classified as Level 3 in the hierarchy.

The fair value of theContrail's redeemable non-controlling interest is based on a combination of market approach and income approach and is classified as Level 3 in the hierarchy.

See Note 24.

The fair value measurements which use significant observable inputs (Level 3), changed due to the following:

following (in thousands):
  

Acquisition

Contingent

Consideration

Obligations

  

Redeemable Non-

Controlling

Interest

 

Beginning Balance as of April 1, 2018

 $1,955,987  $1,992,939 

Payment of contingent consideration

  (1,533,041)  - 

Contribution from non-controlling member

  -   210,000 

Distribution to non-controlling member

  -   (75,508)

Net income attributable to non-controlling interests

  -   2,026,053 

Fair value adjustment

  -   1,322,516 

Interest accrued on contingent consideration

  65,959   - 
         

Ending Balance as of March 31, 2019

 $488,905  $5,476,000 
Contrail's Redeemable Non-
Controlling
Interest
Beginning Balance as of April 1, 2021$6,598 
Contribution from non-controlling member285 
Distribution to non-controlling member— 
Net income attributable to non-controlling interests826 
Fair value adjustment - Contrail (Note 24)(531)
Ending Balance as of March 31, 2022$7,178 

The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, restricted cash, accounts receivable, notes receivable and accounts payable approximate their fair valuevalues at March 31, 20192022 and 2018.

2021.
Assets Measured and Recorded at Fair Value on a Nonrecurring Basis

16.

SHARE REPURCHASE

On May 14, 2014,The Company determines fair value of engine assets on lease or held for lease by reference to independent appraisals, quoted market prices (e.g. an offer to purchase) and other factors such as current data from manufacturers as well as specific market sales. An impairment charge is recorded when the Company announced that its Board of Directors had authorized a program to repurchase up to 750,000 sharescarrying value of the Company’s common stock from timeasset exceeds its fair value. The Company used Level 2 inputs to timemeasure write-downs of engine assets on lease or held for lease. As of March 31, 2022, as a result of our year-end valuation, we did not identify any impairment on our engine assets on lease or held for lease.

51


5.    INVENTORIES
Inventories consisted of the following (in thousands):
Year Ended March 31,
20222021
Overnight air cargo$28 $— 
Ground equipment manufacturing:
Raw materials4,688 4,695 
Work in process2,437 5,820 
Finished goods9,264 1,691 
Corporate and other:
Raw materials705 462 
Finished goods728 889 
Commercial jet engines and parts:60,439 60,516 
Total inventories78,289 74,073 
Reserves(3,122)(2,102)
Total inventories, net of reserves$75,167 $71,971 

A write-down of $0.8 million was recorded on the open marketinventory of the commercial jet engines and parts segment during the fiscal year ended March 31, 2022. The write-down was attributable to our evaluation of the carrying value of inventory as of March 31, 2022, where we compared its cost to its net realizable value and considered factors such as physical condition, sales patterns and expected future demand to estimate the amount necessary to write down any slow moving, obsolete or damaged inventory.
52


6.    LESSOR ARRANGEMENTS

Assets on lease

The Company leases equipment to third parties, primarily through Contrail which leases engines to aviation customers with lease terms between 1 and 3 years under operating lease agreements. For the assets currently on lease, there are no options for the lessees to purchase the assets at the end of the leases. The Company depreciates the engines on a straight-line basis over the assets' useful life from the acquisition date to a residual value. Depreciation expense relating to engines on lease was $0.3 million and $1.9 million for the fiscal years ended March 31, 2022 and 2021, respectively.

Future minimum rental payments to be received do not include contingent rentals that may be received under certain leases because amounts are based on usage. Contingent rent earned totaled approximately $0.1 million and $4.9 thousand for the fiscal years ended March 31, 2022 and 2021, respectively. As of March 31, 2022, future minimum rental payments to be received under non-cancelable leases are as follows (in thousands):

Year ended March 31,
2023$4,380 
202472 
2025— 
2026— 
2027— 
Thereafter— 
Total$4,452 

As of March 31, 2022, Contrail has 1 engine on lease that includes a return-to-condition compensation ("engine compensation") provision upon the lease termination in privately negotiated transactions, in complianceDecember 2022. The engine compensation is determined as the sum of $3.6 million, plus a variable component calculated based on various escalation factors, including usage of flight hours and consumption of material, labor and utility. The Company estimated the engine compensation as of March 31, 2022 to be $4.4 million, which was recorded within "Other current assets" on our consolidated balance sheets. $3.6 million of the engine compensation is fixed, and thus is included within the $4.4 million of future rental payments to be received during the fiscal year ended March 31, 2023.

Office leases

The Company, through its wholly owned subsidiary, Wolfe Lake, leases offices to third parties with SEC Rule 10b-18,lease terms between 5 and 29 years under operating lease agreements. For the offices currently on lease, there are no options for the lessees to purchase the spaces at the end of the leases. The Company depreciates the assets on a straight-line basis over an indefinite period. Duringthe assets' useful life. Depreciation expense relating to office leases was $0.1 million for the fiscal year ended March 31, 2022.

We recognized rental and other revenues related to operating lease payments of $0.4 million, of which variable lease payments were $0.2 million during the year ended March 31, 2019,2022. Future minimum rental payments to be received do not include variable lease payments that may be received under certain leases because amounts are based on usage. The following table sets forth the undiscounted cash flows for future minimum base rents to be received from customers for office leases in effect at March 31, 2022:


Year ended March 31,
2023$827 
2024780 
2025774 
2026746 
2027728 
Thereafter3,729 
Total$7,584 


53


7.    PROPERTY AND EQUIPMENT
Property and equipment consisted of the following (in thousands):
Year Ended March 31,
20222021
Furniture, fixtures and equipment$6,470 $4,852 
Leasehold improvements6,297 5,541 
Building13,850 2,636 
26,617 13,029 
Less: accumulated depreciation(5,405)(4,510)
Property and equipment, net$21,212 $8,519 


54


8.    INTANGIBLES
Intangibles consisted of the following (in thousands):
Year Ended March 31,
20222021
Purchased software$447 $407 
Internally developed software4,112828
In-place lease and other intangibles1,108— 
Customer relationships7,694451
Patents1,1121,112
Other1,3911,024
15,8643,822
Less: accumulated amortization(2,947)(2,467)
12,917 1,355 
In-process software343245
Intangible assets, total$13,260 $1,600 
The components of purchased intangible assets for Wolfe Lake were as follows (in thousands):
March 31, 2022
 Average Remaining Amortization PeriodGross Carrying AmountAccumulated AmortizationNet Amount
In-place lease and other intangibles9 years, 3 months$1,108 $63 $1,045 
The components of purchased intangible assets for GdW were as follows (in thousands):
March 31, 2022
 Average Remaining Amortization PeriodGross Carrying AmountAccumulated AmortizationNet Amount
Internally developed software9 years, 10 months$2,892 $49 $2,843 
Customer relationship14 years, 10 months7,243827,161
13 years, 5 months$10,135 $131 $10,004 
Based on the intangible assets recorded at March 31, 2022 and assuming no subsequent additions to or impairment of the underlying assets, the remaining estimated annual amortization expense is expected to be as follows:
(In thousands)Amortization
2023$1,312 
20241,181
20251,107
20261,037
2027997
Thereafter7,283
$12,917 
55


9.    INVESTMENTS IN SECURITIES AND DERIVATIVE INSTRUMENTS
As part of the Company’s interest rate risk management strategy, the Company, repurchased 22,652from time to time, uses derivative instruments to minimize significant unanticipated earnings fluctuations that may arise from rising variable interest rate costs associated with existing borrowings (Air T - Term Note A and Air T - Term Note D). To meet these objectives, the Company entered into interest rate swaps with notional amounts consistent with the outstanding debt to provide a fixed rate of 4.56% and 5.09%, respectively, on Term Notes A and D. The swaps mature in January 2028.
On August 31, 2021, Air T and MBT refinanced Term Note A and fixed its interest rate at 3.42%. As a result of this refinancing, the Company determined that the interest rate swap on Term Note A was no longer an effective hedge. The Company will amortize the fair value of the interest-rate swap contract included in accumulated other comprehensive income (loss) associated with Term Note A at the time of de-designation into earnings over the remainder of its term. In addition, any changes in the fair value of Term Note A's swap after August 31, 2021 are recognized directly into earnings. The remaining swap contract associated with Term Note D is designated as an effective cash flow hedging instrument in accordance with ASC 815.
On January 7, 2022, Contrail completed an interest rate swap transaction with Old National Bank ("ONB") with respect to the $43.6 million loan made to Contrail in November 2020 pursuant to the Main Street Priority Loan Facility as established by the U.S. Federal Reserve ("Contrail - Term Note G"). The purpose of the floating-to-fixed interest rate swap transaction was to effectively fix the loan interest rate at 4.68%. As of February 24, 2022, this swap contract has been designated as a cash flow hedging instrument and qualified as an effective hedge in accordance with ASC 815. During the period between January 7, 2022 and February 24, 2022, the Company recorded a loss of approximately $0.1 million in the consolidated statement of income (loss) due to the changes in the fair value of the instrument prior to the designation and qualification of this instrument as an effective hedge. After it was deemed an effective hedge, the Company recorded changes in the fair value of the instrument in the consolidated statement of comprehensive income (loss).
For the swaps related to Air T Term Note D and Contrail - Term Note G, the effective portion of changes in the fair value on these instruments is recorded in other comprehensive income (loss) and is reclassified into the consolidated statement of income (loss) as interest expense in the same period in which the underlying hedged transactions affect earnings. The interest rate swaps are considered Level 2 fair value measurements. As of March 31, 2022 and March 31, 2021, the fair value of the interest-rate swap contracts was an asset of $0.9 million and a liability of $0.6 million, respectively, which is included within other assets and other non-current liabilities, respectively in the consolidated balance sheets. During the twelve months ended March 31, 2022 and 2021, the Company recorded a gain of approximately $0.9 million and $0.3 million, net of tax, respectively, in the consolidated statement of comprehensive income (loss) for changes in the fair value of the instruments.
The Company may, from time to time, employ trading strategies designed to profit from market anomalies and opportunities it identifies. Management uses derivative financial instruments to execute those strategies, which may include options, and futures contracts. These derivative instruments are priced using publicly quoted market prices and are considered Level 1 fair value measurements. During the fiscal year ended March 31, 2022, the Company did not record any gain or loss related to these derivative instruments. During the fiscal year ended March 31, 2021, the Company had a gross gain aggregating to $0.8 million and a gross loss aggregating to $23.7 thousand related to these derivative instruments.

The Company also invests in exchange-traded marketable securities and accounts for that activity in accordance with ASC 321, Investments- Equity Securities. Marketable equity securities are carried at fair value, with changes in fair market value included in the determination of net income (loss). The fair market value of marketable equity securities is determined based on quoted market prices in active markets. During the fiscal year ended March 31, 2022, the Company had a gross unrealized gain aggregating to $2.8 million and a gross unrealized loss aggregating to $2.4 million. During the fiscal year ended March 31, 2021, the Company had a gross unrealized gain aggregating to $1.2 million and a gross unrealized loss aggregating to $1.2 million. These unrealized gains and losses are included in Other income (loss) on the consolidated statement of income (loss).

The market value of the Company’s equity securities and cash held by the broker are periodically used as collateral against any outstanding margin account borrowings. As of March 31, 2022 and 2021, the Company had no outstanding borrowings under its margin account. As of March 31, 2022 and 2021, the Company had cash margin balances related to exchange-traded equity securities and securities sold short of $0 and $0.9 million, respectively, which is reflected in other current assets on the consolidated balance sheets.
56


10.    EQUITY METHOD INVESTMENTS
The Company’s investment in Insignia is accounted for under the equity method of accounting. The Company has elected a three-month lag upon adoption of the equity method. As of March 31, 2022, the number of Insignia's shares owned by the Company was adjusted to 0.5 million, representing approximately 27% of the outstanding shares. During the fiscal year ended March 31, 2021, due to loss attributions and impairments taken in prior fiscal years, the Company's net investment basis in Insignia was reduced to $0. As such, the Company did not record any additional share of Insignia's net loss for the fiscal year ended March 31, 2022. On August 23, 2021, Insignia restated its 10-K for the fiscal year ended December 31, 2020 and its 10-Q for the quarter ended March 31, 2021. The Company evaluated these restatements and determined that they would not result in any additional impact on the Company's condensed consolidated financial statements.
The Company's 18.98% investment in CCI is accounted for under the equity method of accounting. Due to the differing fiscal year-ends, the Company has elected a three-month lag to record the CCI investment at cost, with a basis difference of $0.3 million. For the fiscal year ended March 31, 2022, the Company recorded a loss of $0.8 million as its share of CCI's net loss for the twelve months ended December 31, 2021, along with a basis difference adjustment of $50.0 thousand. Additionally, due to the adverse financial results as reported in CCI's financial statements for the quarters ended June 30, 2021 and September 30, 2021, in addition to consideration of industry reports and other qualitative factors, the Company determined that it suffered from an aggregate costother-than-temporary impairment in its investment in CCI. As such, the Company recorded an impairment charge of $743,747. These shares are reflected as retired$0.3 million during the quarter ended December 31, 2021. The Company's net investment basis in CCI is $2.6 million as of March 31, 20192022.
Summarized audited financial information for the Company's equity method investees for the twelve months ended December 31, 2021 and December 31, 2020 are as follows (in thousands):
Twelve Months Ended
December 31, 2021
Twelve Months Ended
December 31, 2020
Revenue$115,051 $91,245 
Gross Profit5,642 4,589 
Operating loss(9,627)(10,551)
Net loss(7,473)(1,960)
Net loss attributable to Air T, Inc. stockholders$(815)$(760)


57


11.     EMPLOYEE RETENTION CREDIT

The ERC, as originally enacted on March 27, 2020 by the CARES Act, is a refundable tax credit against certain employment taxes equal to 50% of the qualified wages an eligible employer pays to employees after March 12, 2020, and before January 1, 2021. The Taxpayer Certainty and Disaster Tax Relief Act (the “Relief Act”), enacted on December 27, 2020, amended, and extended the ERC. The Relief Act extended and enhanced the ERC for qualified wages paid after December 31, 2020 through June 30, 2021. Under the Relief Act, eligible employers may claim a refundable tax credit against certain employment taxes equal to 70% of the qualified wages an eligible employer pays to employees after December 31, 2020 through June 30, 2021. Under the American Rescue Plan Act of 2021 ("ARPA"), which was signed into law on March 11, 2021, the ERC was further extended through December 31, 2021. The purpose of the ERC is to encourage employers to keep employees on the payroll, even if they are not working during the covered period because of the COVID-19 outbreak.

The Company qualified for federal government assistance through the ERC provisions for the period between January 1, 2021 and September 30, 2021. We recognize government grants for which there is a reasonable assurance of compliance with grant conditions and receipt of credits. As of March 31, 2022, the Company's expected one-time refunds totaling $9.1 million, are included on the Consolidated Balance Sheets as an Employee Retention Credit receivable, as well as on the Consolidated Statements of Income (Loss) as an offset to the related employee expenses within general and administrative expenses.

We expect to receive the employee retention credit payment in fiscal 2023. Upon receipt, we expect to allocate these funds towards a combination of further investment in our team members, growth investments, capital expenditures, and deferred maintenance capital spending.
58


12.     ACCRUED EXPENSES

Year ended March 31,
(In thousands)20222021
Salaries, wages and related items$4,232 $5,427 
Profit sharing and bonus1,3652,706
Other deposits2,9481,251
Other4,8463,403
Total$13,391 $12,787 

59


13.    LESSEE ARRANGEMENTS
The Company has operating leases for the use of real estate, machinery, and office equipment. The majority of our leases have a lease term of 2 to 5 years; however, we have certain leases with longer terms of up to 30 years. Many of our leases include options to extend the lease for an additional period.
The lease term for all of the Company’s leases includes the non-cancellable period of the lease, plus any additional periods covered by either a Company option to extend the lease that the Company is reasonably certain to exercise, or an option to extend the lease controlled by the lessor that is considered likely to be exercised.

Payments due under the lease contracts include fixed payments plus, for some of our leases, variable payments. Variable payments are typically operating costs associated with the underlying asset and are recognized when the event, activity, or circumstance in the lease agreement on which those payments are assessed occurs. Our leases do not contain residual value guarantees.

The Company has elected to combine lease and non-lease components as a single component and not to recognize leases on the balance sheet with an initial term of one year or less.

The interest rate implicit in lease contracts is typically not readily determinable, and as such the Company utilizes the incremental borrowing rate to calculate lease liabilities, which is the rate incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment.

The components of lease cost for the twelve months ended March 31, 2022 and 2021 are as follows (in thousands):

Twelve Months Ended March 31, 2022Twelve Months Ended March 31, 2021
Operating lease cost$2,102 $2,134 
Short-term lease cost603 316 
Variable lease cost722 760 
Total lease cost$3,427 $3,210 
Amounts reported in the consolidated balance sheets for leases where we are the lessee as of the years ended March 31, 2022 and 2021 were as follows (in thousands):
March 31, 2022March 31, 2021
Operating leases
Operating lease ROU assets$7,354 $7,757 
Operating lease liabilities$8,177 $8,445 
Weighted-average remaining lease term
Operating leases13 years, 5 months13 years, 9 months
Weighted-average discount rate
Operating leases4.33 %4.37 %
Maturities of lease liabilities under non-cancellable leases where we are the lessee as of the year ended March 31, 2022 are as follows (in thousands):

Operating Leases
2023$1,736 
20241,375
20251,119
2026870
2027704
Thereafter5,300
Total undiscounted lease payments11,104
Less: Interest(2,446)
Less: Discount(481)
Total lease liabilities$8,177 


60


14.    FINANCING ARRANGEMENTS
Borrowings of the Company and its subsidiaries are summarized below at March 31, 2022 and March 31, 2021, respectively.

On April 13, 2020, the Company entered into a loan with MBT in a principal amount of $8.2 million pursuant to a PPP Loan under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). As of March 31, 2022, the Company's PPP Loan was fully forgiven by the SBA. As such, the Company accounted for its then outstanding principal and accrued interest as a gain on extinguishment in accordance with ASC 470.

As mentioned in Note 2, on February 10, 2022, the intentCompany acquired GdW, a Dutch holding company in the business of providing global aviation data and information. The acquisition was completed through a wholly-owned subsidiary of the authorized share repurchase program. Company, Air T Acquisition 22.1, a Minnesota limited liability company, through its Dutch subsidiary, Shanwick, and was funded with cash, investment by executive management of the underlying business, and loans as described below. As part of the transaction, Shanwick obtained a EUR 4.0 million loan package from ING Bank ("ING") to further fund this transaction. The ING loan package includes a EUR 3.0 million term loan (translated into $3.3 million Term Loan A - ING below) which carries an interest rate of 3.5% and a maturity date of February 1, 2027, and a EUR 1.0 million term loan (translated into $1.1 million Term Loan B - ING below) which carries an interest rate of 4% and a maturity date of May 1, 2027. The ING loan is non-recourse to the Company and Subsidiary and is secured by the shares of GdW.

The Company secured the funds necessary to fund its portion of the GdW acquisition consideration on February 8, 2022 through (i) a new secured loan from Bridgewater Bank ("Bridgewater"), a Minnesota banking corporation and (ii) cash. The loan is in the principal amount of $5.0 million and bears a fixed interest rate of 4.00%. The loan provides for monthly payments of accrued interest and annual principal payments of $0.5 million each for years 2023 through 2027, and matures on February 8, 2027 at which time the entire unpaid balance will be due and payable in full. In addition, the loan agreement contains affirmative and negative covenants. The loan is secured by a first lien on all of the assets of the Subsidiary, a pledge of $5.0 million 8.0% TruPs, and a personal guaranty of the Company’s Chairman, President and Chief Executive Officer Nicholas Swenson.

The following table provides certain information about the current financing arrangements of the Company's and its subsidiaries as of March 31, 2022 and 2021:

(In Thousands)March 31, 2022March 31, 2021Maturity DateInterest RateUnused commitments
Air T Debt
Revolver - MBT$10,969 $— 8/31/2023Greater of 2.50% or Prime - 1.00%$6,031 
Term Note A - MBT8,542 6,750 8/31/20313.42%
Term Note B - MBT3,014 3,375 8/31/20313.42%
Term Note D - MBT1,405 1,472 1/1/20281-month LIBOR + 2.00%
Term Note E - MBT2,316 4,706 6/25/2025Greater of LIBOR + 1.50% or 2.50%
Debt - Trust Preferred Securities25,567 14,289 6/7/20498.00%
PPP Loan— 8,215 12/24/202211.00%
Total51,813 38,807 
AirCo 1 Debt
Term Loan - Park State Bank ("PSB")6,393 6,200 12/11/20253-month LIBOR + 3.00%
Total6,393 6,200 
Jet Yard Debt
Term Loan - MBT1,943 — 8/31/20314.14%
Total1,943 — 
Contrail Debt
Revolver - ONB3,843 — 9/5/20231-month LIBOR + 3.45%21,157 
Term Loan G - ONB44,918 43,598 11/24/20251-month LIBOR + 3.00%
Term Loan H - ONB8,698 — 8/18/2023Wall Street Journal (WSJ) Prime Rate + 0.75%
Total57,459 43,598 
Delphax Solutions Debt
Canadian Emergency Business Account Loan32 32 12/31/20255.00%
Total32 32 
Wolfe Lake Debt
Term Loan - Bridgewater9,837 — 12/2/20313.65%
Total9,837 — 
Air T Acquisition 22.1
Term Loan - Bridgewater5,000 — 2/8/20274.00%
Term Loan A - ING3,341 — 2/1/20273.50%
Term Loan B - ING1,114 — 5/1/20274.00%
Total9,455 — 
Total Debt136,932 88,637 
Less: Unamortized Debt Issuance Costs(1,124)(1,141)
Total Debt, net$135,808 $87,496 
1 The PPP loan was fully forgiven by the SBA in September 2021.
61


Fiscal 2022's weighted average interest rate on short term borrowings outstanding was 3.90% . The weighted average interest rate on short term borrowings outstanding as of March 31, 2021 was 0.00%, due to the fact that all short-term borrowings outstanding as of March 31, 2021 have zero balances.
The Air T revolving credit facility and the Contrail revolving credit facility contain affirmative and negative covenants, including covenants that restrict the ability of the Company and its subsidiaries to, among other things, incur or guarantee indebtedness, incur liens, dispose of assets, engage in mergers and consolidations, make acquisitions or other investments, make changes in the nature of its business, and engage in transactions with affiliates.

The obligations of Contrail under the Contrail Credit Agreement with ONB are secured by a first-priority security interest in substantially all of the assets of Contrail. The obligations of Contrail under the Contrail Credit Agreement are also guaranteed by the Company, up to a maximum of $1.6 million, plus costs of collection. The Company is not liable for any other assets or liabilities of Contrail and there are no cross-default provisions with respect to Contrail’s debt in any of the Company’s debt agreements with MBT.
At March 31, 2022, our contractual financing obligations, including payments due by period, are as follows (in thousands):
Fiscal year endedAmount
2023$6,482 
202429,854 
202510,242 
202641,459 
20275,354 
Thereafter43,541 
136,932 
Less: Unamortized Debt Issuance Costs(1,124)
$135,808 
The Company assumes various financial obligations and commitments in the normal course of its operations and financing activities. Financial obligations are considered to represent known future cash payments that the Company is required to make under existing contractual arrangements such as debt and lease agreements.
Fair Value of Debts - As of March 31, 2022 and 2021, the carrying amounts reported in the consolidated balance sheets for the Company��s debt instruments approximate the fair values. Estimated fair values are determined by comparing current borrowing rates and risk spreads offered in the market (Level 2 fair value measures) or quoted market prices (Level 1 fair value measures), when available, to the stated interest rates and spreads on the Company’s debts.
Interest Expense, net - The components of net interest expense during the years ended March 31, 2022 and March 31, 2021 are as follows (in thousands):
March 31, 2022March 31, 2021
Contractual interest$4,808 $4,352 
Amortization of deferred financing costs367 288 
Interest income(227)(16)
Total$4,948 $4,624 

Other - On June 10, 2019, the Company completed a transaction with all holders of the Company’s Common Stock to receive a special, pro-rata distribution of the securities enumerated below:

A dividend of one additional share for every two shares already held (a 50% stock dividend, or the equivalent of a 3-for-2 stock split). See Note 23.
The Company issued and distributed to existing common shareholders, via a non-cash transaction from equity, an aggregate of 1.6 million trust preferred capital security shares (aggregate $4.0 million stated value) and an aggregate of 8.4 million warrants (representing warrants to purchase $21.0 million in stated value of TruPs).

On January 14, 2020, Air T effected a one-for-ten reverse split of its TruPs. As a result of the reverse split, the stated value of the TruPs currently is $25.00 per share. Further, each Warrant conferred upon its holder the right to purchase one-tenth of a share of TruPs for $2.40, representing a 4% discount to the new stated value of $2.50 for one-tenth of a share. As of March 31, 2022, approximately 5.3 million Warrants were exercised. The remaining 3.1 million Warrants were not exercised and expired on August 30, 2021.

During fiscal 2022, the Company received $8.5 million in gross proceeds from the sale of TruPs through a S-3 Registration Statement filed by the Company. The TruPs were sold and issued under the S-3 “shelf” Registration Statement base prospectus filed with the Securities and Exchange Commission on March 10, 2021 and declared effective by the SEC on March 19, 2021, and under an At the Market Offering Agreement and a First Amendment to the At the Market Offering Agreement filed with the SEC on May 14, 2021 and November 19, 2021, respectively, and prospectus supplements filed with the SEC on May 14, 2021 and November 19, 2021, respectively.

The amount outstanding on the Company's Debt - Trust Preferred Securities is $25.6 million as of March 31, 2022.


62


15.    RELATED PARTY MATTERS
Contrail Aviation Support, LLC leases its corporate and operating facilities at Verona, Wisconsin from Cohen Kuhn Properties, LLC, a limited liability company whose membership interests are owned by Mr. Joseph Kuhn, Contrail's Chief Executive Officer and Mrs. Miriam Cohen-Kuhn, Contrail's Chief Financial Officer, equally. The facility consists of approximately 21,000 square feet of warehouse and office space. The Company paid aggregate rental payments of approximately $0.2 million to Cohen Kuhn Properties, LLC pursuant to such lease during the period from April 1, 2021 through March 31, 2022. This lease expires on July 17, 2026. The lease agreement provides that the Company shall be responsible for maintenance of the leased facilities and for utilities, taxes and insurance. The Company believes that the terms of such leases are no less favorable to the Company than would be available from an independent third party.
Gary S. Kohler, a director of the Company, entered into an employment agreement with Blue Clay Capital Management, a wholly-owned subsidiary of the Company, in the Corporate and other segment, to serve as its Chief Investment Officer in return for an annual salary of $50.0 thousand plus variable compensation based on the management and incentive fees to be paid to the subsidiary by certain of these investment funds and eligibility to participate in discretionary annual bonuses.
Nick Swenson, CEO of the Company, is also the majority shareholder of CCI. As of March 31, 2022, Mr. Swenson owned 66.9% of ownership interests in CCI. Under the VIE model, Mr. Swenson is the primary beneficiary of CCI due to the high extent of his ownership relative to other shareholders of CCI,and the lack of shared power between Mr. Swenson and the Company ("the related party group") to direct the activities of CCI that most significantly impact CCI’s economic performance.
As mentioned in Note 14, Air T Acquisition 22.1's term loan with Bridgewater is secured by a first lien on all of the assets of the Subsidiary, a pledge of $5.0 million 8.0% TruPs, and a personal guaranty of the Company’s Chairman, President and Chief Executive Officer Nicholas Swenson.
In November 2021, Air T engaged Thomas Funds Americas, LLC ("TFA") to perform certain investment consultation services for the Company. Manit Rye, an employee of Air T, is the managing member of TFA. As of March 31, 2022, the Company has reduced common stock and retained earningspaid approximately $0.2 million to reflect the retirement of those shares.

TFA to compensate for services rendered.

17.

EMPLOYEE AND NON-EMPLOYEE STOCK OPTIONS

63


16.    EMPLOYEE AND NON-EMPLOYEE STOCK OPTIONS
Air T, Inc. maintains atwo stock option planplans for the benefit of certain eligible employees and directors. The first Air T stock option plan is the 2012 Stock Option Plan. The second Air T stock option plan is the 2020 Omnibus Stock and Incentive Plan. In addition, Delphax maintains a number of stock option plans. Compensation expense is recognized over the requisite service period for stock options which are expected to vest based on their grant-date fair values. The Company uses the Black-Scholes option pricing model to value stock options granted under the Air T, Inc. planplans and the Delphax plans. The key assumptions for this valuation method include the expected term of the option, stock price volatility, risk-free interest rate and dividend yield. Many of these assumptions are judgmental and highly sensitive in the determination of compensation expense.

Air T's 2012 Stock Option Plan
No options were granted under Air T, Inc.’s stock option plan2012 Stock Option Plan during the fiscal yearyears ended March 31, 20192022 and 2018. Stock-based2021. No stock-based compensation expense with respect to this plan in the amount of $0 was recognized for the year ended March 31, 20192022 and 2018,2021, respectively. At March 31, 2019,2022, there was no unrecognized compensation expense related to the Air T Inc.T's 2012 stock options.

No options were granted or exercised

Option activity during the fiscal yearyears ended March 31, 20192021 and 20182022 is summarized below: 
SharesWeighted
Average
Exercise Price
Per Share
Weighted
Average
Remaining
Life (Years)
Aggregate
Intrinsic
Value
Outstanding at March 31, 202011,250 $6.61 3.07$66,388 
Granted— — 
Exercised— — 
Forfeited— — 
Repurchased— — 
Outstanding at March 31, 202111,250 6.61 2.07193,063 
Granted— — 
Exercised— — 
Forfeited— — 
Repurchased— — 
Outstanding at March 31, 202211,250 6.61 1.07182,000 
Exercisable at March 31, 202211,250 $6.61 1.07$182,000 
Air T's 2020 Omnibus Stock and Incentive Plan
On December 29, 2020, the Company’s Board of Directors unanimously approved the 2020 Omnibus Stock and Incentive Plan (the "Plan"), which was subsequently approved by the Company's stockholders at the August 18, 2021 Annual Meeting of Stockholders. The total number of shares authorized under any of Delphax’sthe Plan is 420,000. Among other instruments, the Plan permits the Company to grant stock option plans.


Option activity, which only reflectsawards. Through March 31, 2022, options to purchase up to 326,000 shares have been granted under the activityPlan. Vesting of options is based on the grantee meeting specified service conditions. Furthermore, the number of vested options that a grantee is able to exercise, if any, is based on the Company’s stock price as of the vesting dates specified in the respective option grant agreements. The Company uses the Black-Scholes option pricing model to value stock options granted under the Air T, Inc.,T's 2020 Omnibus Stock and Incentive Plan. We determined that the fair value of the Plan is summarized$1.3 million.

The key assumptions used in the Plan's Black-Scholes option pricing model are as follows:

      

Weighted

  

Weighted

     
      

Average

  

Average

  

Aggregate

 
      

Exercise Price

  

Remaining

  

Intrinsic

 
  

Shares

  

Per Share

  

Life (Years)

  

Value

 
                 

Outstanding at March 31, 2017

  10,000  $10.08   6.15  $101,000 

Granted

  -   -         

Exercised

  (818)  10.56         

Forfeited

  -   -         

Repurchased

  -   -         

Outstanding at March 31, 2018

  9,182   10.03   5.13   140,193 

Granted

  -   -         

Exercised

  (1,682)  10.56         

Forfeited

  -   -         

Repurchased

  -   -         

Outstanding at March 31, 2019

  7,500  $9.91   4.07  $152,075 

Exercisable at March 31, 2019

  7,500  $9.91   4.07  $152,075 

18.

MAJOR CUSTOMER

Risk-free interest rate0.94 %
Expected dividend yield— 
Expected term10 years
Expected volatility44.29 %

Approximately 29%


We do not anticipate significant forfeitures and 38%elected to account for forfeitures as they occur. As of March 31, 2022, total compensation cost recognized under the Plan was $0.4 million. The unrecognized compensation cost related to nonvested awards is $0.9 million, which is expected to be recognized over a weighted average period of 9.25 years.

64


17.    REVENUE RECOGNITION
Performance Obligations
Substantially all of the Company’s consolidated revenues werenon-lease revenue is derived from services performed for FedEx Corporation in fiscal 2019contracts with an initial expected duration of one year or less. As a result, the Company has applied the practical expedient to exclude consideration of significant financing components from the determination of transaction price, to expense costs incurred to obtain a contract, and 2018, respectively. Approximately 20% and 15%to not disclose the value of the Company’s consolidated accounts receivable at March 31, 2019 and 2018, respectively, were due from FedEx Corporation.


unsatisfied performance obligations.

19.

REVENUE RECOGNITION

Performance Obligations

The following is a description of the Company’s performance obligations as of March 31, 2019:

2022:

Type of Revenue

Nature, Timing of Satisfaction of Performance Obligations, and Significant Payment Terms

Product Sales

The Company generates revenue from sales of various distinct products such as parts, aircraft equipment, printing equipment, jet engines, airframes, and scrap metal to its customers. A performance obligation is created when the Company accepts an order from a customer to provide a specified product. Each product ordered by a customer represents a performance obligation.

The Company recognizes revenue when obligations under the terms of the contract are satisfied; generally, this occurs at a point-in-time upon shipment or when control is transferred to the customer. Transaction prices are based on contracted terms, which are at fixed amounts based on standalone selling prices. While the majority of the Company's contracts do not have variable consideration, for the limited number of contracts that do, the Company records revenue based on the standalone selling price less an estimate of variable consideration (such as rebates, discounts or prompt payment discounts). The Company estimates these amounts based on the expected incentive amount to be provided to customers and reduces revenue accordingly. Performance obligations are short-term in nature and customers are typically billed upon transfer of control. The Company records all shipping and handling fees billed to customers as revenue.

The terms and conditions of the customer purchase orders or contracts are dictated by either the Company’s standard terms and conditions or by a master service agreement or by the contract.

Support Services

The Company provides a variety of support services such as aircraft maintenance, printer maintenance, and short-term repair services to its customers. Additionally, the Company operates certain aircraft routes on behalf of FedEx. A performance obligation is created when the Company agrees to provide a particular service to a customer. For each service, the Company recognizes revenues over time as the customer simultaneously receives the benefits provided by the Company's performance. This revenue recognition can vary from when the Company has a right to invoice to the output or input method depending on the structure of the contract and management’s analysis.



For repair-type services, the Company records revenue over-time based on an input method of costs incurred to total estimated costs. The Company believes this is appropriate as the Company is enhancingperforming labor hours and installing parts to enhance an asset that the customer controls as repair work, such as labor hours are incurred, and parts installed, is being performed.controls. The vast majority of repair-services are short term in nature and are typically billed upon completion of the service.



Some of the Company’s contracts contain a promise to stand ready as the Company is obligated to perform certain maintenance or administrative services. For most of these contracts, the Company applies the 'as invoiced' practical expedient as the Company has a right to consideration from the customer in an amount that corresponds directly with the value of the entity's performance completed to date. A small number of contracts are accounted for as a series and recognized equal to the amount of consideration the Company is entitled to less an estimate of variable consideration (typically rebates). These services are typically ongoing and are generally billed on a monthly basis.


In addition to the above type of revenues, the Company also has Leasing Revenue, which is in scope under Topic 840842 (Leases) and out of scope under Topic 606 and Other Revenues (Freight, Management Fees, etc.) which are immaterial for disclosure under Topic 606. In the current fiscal year, the Company also generated revenue from the sale of assets on lease or held for lease. Proceeds from this sale has been reflected within the cash flows from investing activities on the Company’s consolidated statements of cash flows.


65



The following table summarizes disaggregated revenues by type:

type (in thousands):
 

Year Ended

 
 

March 31, 2019

 Year Ended March 31, 2022Year Ended March 31, 2021

Product Sales

    Product Sales

Air Cargo

 $23,043,526 Air Cargo$23,011 $19,892 

Ground equipment sales

  45,896,643 Ground equipment sales40,676 59,794 

Ground support services

  9,108,328 

Commercial jet engines and parts

  78,174,197 Commercial jet engines and parts49,356 40,066 

Printing equipment and maintenance

  591,565 

Corporate and other

  - Corporate and other285 327 

Support Services

    Support Services

Air Cargo

  49,781,134 Air Cargo51,344 46,330 

Ground equipment sales

  647,714 Ground equipment sales518 291 

Ground support services

  25,172,445 

Commercial jet engines and parts

  5,239,282 Commercial jet engines and parts7,049 4,743 

Printing equipment and maintenance

  47,055 

Corporate and other

  88,893 Corporate and other1,167 132 

Leasing Revenue

    Leasing Revenue

Air Cargo

  - Air Cargo— — 

Ground equipment sales

  77,073 Ground equipment sales383 149 

Ground support services

  - 

Commercial jet engines and parts

  10,188,727 Commercial jet engines and parts1,156 1,730 

Printing equipment and maintenance

  - 

Corporate and other

  126,480 Corporate and other571 136 

Other

    Other

Air Cargo

  153,701 Air Cargo54 29 

Ground equipment sales

  530,695 Ground equipment sales662 445 

Ground support services

  51,011 

Commercial jet engines and parts

  365,808 Commercial jet engines and parts128 254 

Printing equipment and maintenance

  15,997 

Corporate and other

  534,204 Corporate and other717 803 
    

Total

 $249,834,478 Total$177,077 $175,121 

The following table summarizes total revenues by segment:

  

Year Ended

 
  

March 31, 2019

 

Air Cargo

 $72,978,361 

Ground equipment sales

  47,152,125 

Ground support services

  34,331,784 

Printing equipment and maintenance

  654,617 

Commercial jet engines and parts

  93,968,014 

Corporate and other

  749,577 
     

Total

 $249,834,478 

See Note 2321 for the Company's disaggregated revenues by geographic region and Note 2422 for the Company’s disaggregated revenues by segment. These notes disaggregate revenue recognized from contracts with customers into categories that depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors.


Contract Balances and Costs

Contract liabilities relate to deferred revenue and advanced customer deposits with respect to product sales. Contract liabilities are included in accrued expenses on the accompanying consolidated balance sheets. The following table presents outstanding contract liabilities as of April 1, 2021 and March 31, 2022 and the amount of outstanding April 1, 2018 contract liabilities that were recognized as revenue during the year ended March 31, 2019:

      

Outstanding Contract Liabilities as of

 
      

April 1, 2018

 
  

Outstanding Contract Liabilities

  

Recognized as Revenue

 

As of March 31, 2019

 $1,866,843     

As of April 1, 2018

 $590,837     

For the year ended March 31, 2019

     $590,837 

Performance obligations related to product sales are expected to be satisfied within one year.

2022 (in thousands):

20.

INCOME TAXES

Outstanding Contract LiabilitiesOutstanding Contract Liabilities
Recognized as Revenue
As of March 31, 2022$4,727 
As of April 1, 20211,358 
For the Year ended March 31, 2022$(1,183)

The components of income tax expense (benefit) were as follows:

  

Years Ended March 31,

 
  

2019

  

2018

 

Current:

        

Federal

 $2,225,000  $(133,000)

State

  418,000   183,000 

Foreign

  23,000   156,000 

Total current

  2,666,000   206,000 

Deferred:

        

Federal

  (1,105,000)  (14,000)

State

  (58,816)  3,000 

Total deferred

  (1,163,816)  (11,000)
         

Total

 $1,502,184  $195,000 

Income tax expense was different from the amount computed by applying the statutory federal income tax rate of 21% and 30.8% for fiscal years ended March 31, 2019 and March 31, 2018 each respectively as shown in the following table:

  

Year Ended March 31,

 
  

2019

  

2018

 

Expected Federal income tax expense U.S. statutory rate

 $978,000   21.0% $818,000   30.8%

State income taxes, net of federal benefit

  171,000   3.7%  129,000   4.9%

Permanent differences, other

  (61,000)  -1.3%  21,000   0.8%

Micro-captive insurance benefit

  (197,000)  -4.2%  (320,000)  -12.1%

Change in valuation allowance

  1,405,000   30.2%  (1,116,000)  -42.1%

Domestic production activities deduction

  -   0.0%  (15,000)  -0.6%

Income attributable to minority interest - Contrail Aviation

  (434,000)  -9.3%  (79,000)  -3.0%

Bargain purchase gain

  (417,000)  -9.0%  (155,000)  -5.8%

Tax rate change applied to deferreds

  -   0.0%  2,297,000   86.6%

Deferred benefit for outside basis difference recorded on Delphax CFCs

  31,000   0.7%  (811,000)  -30.6%

Deferred benefit for increase in Canadian tax credits for Delphax

  -   0.0%  (149,000)  -5.6%

Recognition of AMT tax credits as tax receivable

  -   0.0%  (311,000)  -11.7%

Other differences, net

  26,184   0.6%  (114,000)  -4.3%
                 

Income tax expense

 $1,502,184   32.4% $195,000   7.3%


66

Delphax Solutions and Delphax Technologies, which generated losses for the periods ending March 31, 2019 and March 31, 2018 is not included in Air T, Inc.’s consolidated tax return and accounts for $383,000 and $973,000 of the above valuation allowance effect for each year, respectively. There is a separate return filed for Delphax Solutions and Delphax Technologies for the periods ending March 31, 2019 and March 31, 2018. Impairment on investment and changes in unrealized losses related to available-for-sale securities accounted for the remaining valuation allowance effect for each year. Deferred tax assets and liabilities consisted of the following as of March 31:

  

2019

  

2018

 
         

Accrued vacation

 $322,000  $343,000 

Property and equipment

  -   264,000 

Accounts and notes receivable reserve

  115,000   103,000 

Employee severance reserve

  -   549,000 

Net operating loss carryforwards

  7,516,000   6,083,000 

Federal/Canadian tax credits

  4,486,000   4,486,000 

Unrealized gains/losses

  833,000   2,324,000 

Outside basis difference on CFCs

  1,431,000   - 

Investments in partnerships

  534,000   - 

Disallowed capital loss

  463,000   - 

Other deferred tax assets

  301,000   236,000 

Total deferred tax assets

  16,001,000   14,388,000 
         

Prepaid expenses

  (115,000)  (337,000)

263A inventory capitalization

  -   (28,000)

Inventory basis difference

  (434,000)  (179,000)

Property and equipment

  (233,000)  - 

Investments in partnerships

  -   (270,000)

Other deferred tax liabilities

  (83,000)  (83,000)

Total deferred tax liabilities

  (865,000)  (897,000)
         

Net deferred tax asset

 $15,136,000  $13,491,000 
         

Less valuation allowance

  (14,658,000)  (13,583,000)
         

Net deferred tax asset (liability)

 $478,000  $(92,000)

Delphax

As described in Note 11, effective on November 24, 2015, Air T, Inc. purchased interests in Delphax. With an equity investment level by the Company of approximately 38%, Delphax is required to continue filing a separate United States corporate tax return. Furthermore, Delphax has three foreign subsidiaries located in Canada, France, and the United Kingdom which file tax returns in those jurisdictions. With few exceptions, Delphax is no longer subject to examinations by income tax authorities for tax years before 2014.

Delphax maintains a September 30 fiscal year. The returns for the fiscal year ended September 30, 2018 have not yet been filed. Included in the deferred tax balances above and related to Delphax and its subsidiaries are estimated foreign and domestic tax loss carryforwards of $13.4 million and $15.2 million, respectively as well as foreign research and development credit carryforwards of $4.5 million, which are available to offset future income tax. The credits and net operating losses expire in varying amounts beginning in the year 2023. The TCJA repealed the corporate alternative minimum tax and made any minimum tax credit carryforwards to the extent not utilized refundable for tax years beginning after December 31, 2017. As a result, Delphax will be able to receive a refund of its minimum tax credit carryforward of $311,000 beginning in their fiscal year ended September 30, 2019. Previously, a valuation allowance was established against the minimum tax credit carryforward. As a result of the TCJA relating to the refundability of the minimum tax credit carryforward, an income tax benefit was recognized by the Company during the prior period and a long-term income tax receivable was established. Should there be an ownership change for purposes of Section 382 or any equivalent foreign tax rules, the utilization of the previously mentioned carryforwards may be significantly limited. Furthermore, Delphax is currently undergoing bankruptcy proceedings with their Canadian entity (see Note 11) and intends to liquidate both the United Kingdom and French entities as well. The Company anticipates those proceedings will be completed within the next fiscal year. Upon completion, any remaining tax attributes, including net operating losses and credit carryforwards in each respective jurisdiction will be lost. The Company has recorded an outside basis difference in the stock of these entities of $6.4 million, which is the estimated loss that will be recognized in the United States upon their liquidation. See additional information regarding Delphax Canada in Note 11.




The provisions of ASC 740 require an assessment of both positive and negative evidence when determining whether it is more likely than not that deferred tax assets will be recovered. In accounting for the Delphax tax attributes, the Company has established a full valuation allowance of $13.0 million at March 31, 2019 and $13.0 million at March 31, 2018. The cumulative losses incurred by Delphax in recent years was the primary basis for the Company’s determination that a full valuation allowance should be established against Delphax’s net deferred tax assets.

18.    EMPLOYEE BENEFITS

21.

EMPLOYEE BENEFITS

The Company has a 401(k) defined contribution plan covering domestic employees and an 1165(E)1165(e) defined contribution plan covering Puerto Rico based employees (“Plans”). All employees of the Company are immediately eligible to participate in the Plans. The Company’s contribution to the Plans for the years ended March 31, 20192022 and 20182021 was approximately $630,000$0.6 million and $559,000,$0.5 million, respectively, and was recorded in the consolidated statements of income.

income (loss).

The Company, in each of the past three years, has paid a discretionary profit sharing bonus in which all employees have participated. Profit sharing expense in fiscal 20192022 and 20182021 was approximately $2,434,000$2.0 million and $1,188,000,$1.5 million, respectively, and was recorded in general and administrative expenses in the consolidated statements of income.

income (loss).
67

22.

QUARTERLY FINANCIAL INFORMATION (UNAUDITED)



19.    INCOME TAXES
Income tax expense (benefit) attributable to (loss) income from continuing operations consists of (in thousands):
Year Ended March 31,
20222021
Current:
Federal$1,358 $(3,330)
State44 130 
Foreign134 39 
Total current1,536 (3,161)
Deferred:
Federal(507)91 
State140 (317)
Total deferred(367)(226)
Total$1,169 $(3,387)


Income tax expense attributable to income (loss) from continuing operations differed from the amounts computed by applying the U.S. Federal income tax rate of 21% to pretax income (loss) from continuing operations as follows (in thousands):

Year Ended March 31,
20222021
Expected Federal income tax expense (benefit) U.S. statutory rate$2,813 21.0 %$(2,472)21.0 %
State income taxes, net of federal benefit177 1.3 %(271)2.3 %
Permanent Items(165)-1.2 %— 0
Micro-captive insurance benefit(233)-1.8 %(217)1.8 %
Change in valuation allowance(2,251)-16.8 %621 -5.3 %
Income attributable to minority interest - Contrail(174)-1.3 %247 -2.1 %
Write-off Delphax Tech SAS2,225 16.6 %— 0.0 %
PPP Loan Forgiveness(1,650)-12.3 %— 0.0 %
NOL Carryback - Rate Differential— 0.0 %(1,468)12.5 %
Other differences, net427 3.2 %173 -1.4 %
Income tax expense (benefit)$1,169 8.7 %$(3,387)28.8 %

The Company did not record any liabilities for uncertain tax positions for the fiscal years ended March 31, 2022 and March 31, 2021.

The Company has state gross operating losses of $3.9 million at March 31, 2022. These net operating losses will begin to expire in tax year 2031. The Company has foreign tax credits of $0.3 million that will begin to expire in tax year 2027.

DSI and Delphax (collectively known as the “Delphax entities”) are not included in Air T’s consolidated tax return. During the year ended March 31, 2022, DSI and Delphax accounted for $0.2 million and $(2.2) million, respectively, of fiscal year 2022's valuation allowance effect. During the year ended March 31, 2021, each entity, respectively, accounted for $0.3 million and $(0.1) million of the fiscal year 2021's valuation allowance effect. Impairment on investments and changes in unrealized losses related to available-for-sale securities and foreign tax credits accounted for the valuation allowance effect for each year.

Deferred tax assets and liabilities were comprised of the following (in thousands):
68


20222021
Net operating loss & attribute carryforwards$3,794 $4,094 
Unrealized losses on investments1,669 1,504 
Investment in foreign subsidiaries— 1,331 
Inventory reserve682 489 
Accrued vacation327 339 
Foreign tax credit263 535 
Accounts and notes receivable235 221 
Interest rate swaps138 149 
Investment in partnerships671 821 
Lease liabilities1,691 1,999 
Other deferred tax assets286 258 
Total deferred tax assets9,756 11,740 
Bargain purchase gain(447)(470)
Property and equipment(1,532)(1,184)
Right-of-use assets(1,511)(1,838)
Capital gain deferment(1,696)(1,782)
GdW intangible assets(2,572)— 
Other deferred tax liabilities(36)(35)
Total deferred tax liabilities(7,794)(5,309)
Net deferred tax asset$1,962 $6,431 
Less valuation allowance(4,774)(7,026)
Net deferred tax liability$(2,812)$(595)
Delphax entities

Effective on November 24, 2015, Air T, Inc. purchased interests in Dephax. With an equity investment level by the Company of approximately 67%, Delphax is required to continue filing a separate United States corporate tax return. Furthermore, Delphax historically had foreign subsidiaries located in France, Canada and the United Kingdom; all of which file(d) tax returns in those jurisdictions. With few exceptions, Delphax, is no longer subject to examinations by income tax authorities for tax years before 2016.

Delphax maintains a September 30 fiscal year end and DSI maintains a March 31 fiscal year end. The returns for the fiscal years ended September 30, 2021 and March 31, 2022 have not yet been filed. Included in the deferred tax balances above and related to the Delphax entities are estimated foreign, U.S. federal and U.S. state loss carryforwards of $4.3 million, $8.4 million and $2.2 million, respectively. The net operating losses expire in varying amounts beginning in the tax year 2027.

The provisions of ASC 740 require an assessment of both positive and negative evidence when determining whether it is more-likely-than-not that deferred tax assets will be recovered. In accounting for the Delphax entities' tax attributes, the Company has established a full valuation allowance of $3.1 million at March 31, 2022, and $5.0 million at March 31, 2021. The cumulative tax losses incurred by the Delphax entities in recent years was the primary basis for the Company’s determination that a full valuation allowance should be established against the Delphax entities’ net deferred tax assets.

The Company continues to assert that it will permanently reinvest any foreign earnings of DSI in a foreign country and will not repatriate those earnings back to the U.S. As a result of its permanent reinvestment assertion, the Company has not recorded deferred taxes related to DSI under the indefinite exception.


69


20.    QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
(in thousands, except per share data)

  

First

  

Second

  

Third

  

Fourth

 
  

Quarter

  

Quarter

  

Quarter

  

Quarter

 
                 

2019

                

Operating Revenues

 $60,867  $49,341  $63,623  $76,003 

Operating Income

  2,604   (1,620)  1,465   5,616 

Net Income (Loss) Attributable to Air T, Inc Stockholders

  2,829   (1,321)  (2,715)  2,547 

Basic Earnings (Loss) per share

  1.38   (0.65)  (1.34)  1.25 

Diluted Earnings (Loss) per share

  1.38   (0.65)  (1.34)  1.25 
                 

2018

                

Operating Revenues

 $47,697  $48,861  $44,501  $53,460 

Operating Income

  2,213   476   552   1,005 

Net Income (Loss) Attributable to Air T, Inc Stockholders

  968   422   (672)  1,559 

Basic Earnings (Loss) per share

  0.47   0.21   (0.33)  0.76 

Diluted Earnings (Loss) per share

  0.47   0.21   (0.33)  0.76 

First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
2022
Operating Revenues$36,968 $43,238 $45,433 $51,438 
Operating Income (Loss), net of tax327 8,003 (1,189)5,086 
Less: Income attributable to non-controlling interests(38)(448)(73)(740)
Income (Loss) attributable to Air T, Inc. Stockholders289 7,555 (1,262)4,346 
Basic Income (Loss) per share$0.10 $2.62 $(0.44)$1.51 
Diluted Income (Loss) per share$0.10 $2.60 $(0.44)$1.51 
Antidilutive shares excluded from computation of income (loss) per share— — 11 — 
2021
Operating Revenues36,970 35,604 55,819 46,728 
(Loss) Income from continuing operations, net of tax(956)(3,357)1,763 (5,844)
Less: Loss attributable to non-controlling interests115 433 335 230 
(Loss) Income from continuing operations attributable to Air T, Inc. Stockholders(841)(2,924)2,098 (5,614)
Income from discontinued operations, net of tax— — — 
Basic (Loss) Income per share from continuing operations$(0.29)$(1.01)$0.73 $(1.96)
Basic Income (Loss) per share from discontinued operations$— $— $— $— 
Basic (Loss) Income per share$(0.29)$(1.01)$0.73 $(1.96)
Diluted (Loss) Income per share from continuing operations$(0.29)$(1.01)$0.73 $(1.96)
Diluted Income (Loss) per share from discontinued operations$— $— $— $— 
Diluted (Loss) Income per share$(0.29)$(1.01)$0.73 $(1.96)
Antidilutive shares excluded from computation of income (loss) per share from continuing operations— 
Antidilutive shares excluded from computation of income (loss) per share from discontinued operations— — — — 
Antidilutive shares excluded from computation of income (loss) per share— 


70



23.

GEOGRAPHICAL INFORMATION

21.    GEOGRAPHICAL INFORMATION

Total tangible long-lived assets, net of accumulated depreciation, located in the United States, the Company's country of domicile, and similar tangible long-lived assets, net of accumulated depreciation, held outside the United States are summarized in the following table as of March 31, 20192022 and March 31, 2018:

2021 (in thousands):
 

March 31,

  

March 31,

 
 

2019

  

2018

 March 31, 2022March 31, 2021

United States

 $4,946,997  $5,209,831 United States$34,067 $8,632 

Foreign

  25,035,412   15,063,340 Foreign1,654 2,018 

Total property and equipment, net

 $29,982,409  $20,273,171 
Total tangible long-lived assets, netTotal tangible long-lived assets, net$35,721 $10,650 

The Company’s tangible long-lived assets, net of accumulated depreciation, held outside of the United States represent primarily engines on lease or held for lease at March 31, 2019.2022. The net book value located within each individual country at March 31, 20192022 is listed below:

below (in thousands):

Country

 

March 31, 2019

  

March 31, 2018

 

Australia

 $5,186  $- 

Mexico

  2,680,825   4,352,257 

Netherlands

  5,541,072   7,084,947 

China

  16,808,329   - 

Romania

  -   3,626,136 
         
  $25,035,412  $15,063,340 
CountryMarch 31, 2022March 31, 2021
Macau$1,351 $1,896 
Other303 122 
Total tangible long-lived assets, net$1,654 $2,018 

Total revenue, located in the United States, and outside the United States is summarized in the following table as of March 31, 20192022 and March 31, 2018:

2021 (in thousands):
 

March 31,

  

March 31,

 
 

2019

  

2018

 March 31, 2022March 31, 2021

United States

 $211,816,770  $175,727,524 United States$142,898 $147,010 

Foreign

  38,017,708   18,791,821 Foreign34,179 28,111 

Total revenue

 $249,834,478  $194,519,345 Total revenue$177,077 $175,121 



71



24.

SEGMENT INFORMATION

22.    SEGMENT INFORMATION

The Company has six4 reportable segments: overnight air cargo, ground equipment sales, ground support services, commercial jet engine and parts printing equipment and maintenance, corporate and other. We have presented prior periods based on the current presentation. Segment data is summarized as follows:

  

Year Ended March 31,

 
  

2019

  

2018

 

Operating Revenues:

        

Overnight Air Cargo

 $72,978,361  $72,845,353 

Ground Equipment Sales:

        

Domestic

  40,706,629   47,394,193 

International

  6,445,496   2,641,842 

Total Ground Equipment Sales

  47,152,125   50,036,035 

Ground Support Services

  34,331,784   35,710,005 

Printing Equipment and Maintenance:

        

Domestic

  321,723   3,675,193 

International

  347,584   2,711,689 

Total Printing Equipment and Maintenance

  669,307   6,386,882 

Commercial Jet Engines and Parts:

        

Domestic

  68,856,992   25,324,231 

International

  31,224,628   13,438,290 

Total Commercial Jet Engines and Parts

  100,081,620   38,762,521 

Corporate and Other

  1,975,748   2,657,837 

Intercompany

  (7,354,467)  (11,879,288)

Total

 $249,834,478  $194,519,345 
         

Operating Income (Loss):

        

Overnight Air Cargo

 $1,911,067  $4,127,322 

Ground Equipment Sales

  3,419,786   3,840,907 

Ground Support Services

  (1,266,465)  (179,152)

Printing Equipment and Maintenance

  (1,388,434)  (749,846)

Commercial Jet Engines and Parts

  11,609,370   2,003,111 

Corporate and Other

  (6,899,256)  (3,535,774)

Intercompany

  678,637   (1,261,045)

Total

 $8,064,705  $4,245,523 
         

Capital Expenditures:

        

Overnight Air Cargo

 $57,806  $40,668 

Ground Equipment Sales

  371,902   219,592 

Ground Support Services

  150,745   363,420 

Printing Equipment and Maintenance

  -   181,895 

Commercial Jet Engines and Parts

  19,679,737   18,305,930 

Corporate and Other

  209,043   1,104,089 

Total

 $20,469,233  $20,215,594 
         

Depreciation, Amortization and Impairment:

        

Overnight Air Cargo

 $82,102  $110,810 

Ground Equipment Sales

  263,945   433,184 

Ground Support Services

  446,417   471,776 

Printing Equipment and Maintenance

  9,085   13,135 

Commercial Jet Engines and Parts

  6,301,426   1,174,764 

Corporate and Other

  585,247   480,487 

Intercompany

  32,352   (5,298)

Total

 $7,720,574  $2,678,858 

follows (in thousands):
(In Thousands)Year Ended March 31,
20222021
Operating Revenues:
Overnight Air Cargo:
Domestic$65,441 $66,251 
International8,968 — 
Total Overnight Air Cargo74,409 66,251 
Ground Equipment Sales:
Domestic35,089 51,558 
International7,150 9,121 
Total Ground Equipment Sales42,239 60,679 
Commercial Jet Engines and Parts:
Domestic40,798 28,235 
International16,891 18,558 
Total Commercial Jet Engines and Parts57,689 46,793 
Corporate and Other:
Domestic1,571 967 
International1,169 431 
Total Corporate and Other2,740 1,398 
Total177,077 175,121 
Operating Income (Loss):
Overnight Air Cargo2,794 2,178 
Ground Equipment Sales3,220 8,948 
Commercial Jet Engines and Parts3,619 (10,882)
Corporate and Other(878)(9,419)
Total8,755 (9,175)
Capital Expenditures:
Overnight Air Cargo148 74 
Ground Equipment Sales156 124 
Commercial Jet Engines and Parts1,204 5,774 
Corporate and Other50 33 
Total1,558 6,005 
Depreciation and Amortization:
Overnight Air Cargo58 66 
Ground Equipment Sales234 184 
Commercial Jet Engines and Parts965 2,438 
Corporate and Other603 419 
Total$1,860 $3,107 

25.

COMMITMENTS AND CONTINGENCIES

Contrail Aviation Support, LLC (“Contrail Aviation”),

The table below provides a subsidiaryreconciliation of operating income (loss) to Adjusted EBITDA by reportable segment for the Company, completed the purchase of all of the assets owned by Contrail Aviation Support, Inc. (the “Seller”) in July 2016. As part of this purchase, Contrail Aviation agreed to pay contingent additional deferred consideration of up to a maximum of $1,500,000 perfiscal year and $3,000,000 in the aggregate. The Company established a liability with a present value of $2,900,000 in the initial allocation of purchase price. This is based on the expectation that the earn-out will be paid at the maximum level. The Company has paid $2,500,000 of contingent consideration as ofended March 31, 20192022 and 2021 (in thousands):

Fiscal year 2022
Overnight Air CargoGround Equipment SalesCommercial Jet Engines and PartsCorporate and OtherTotal
Operating income (loss) from continuing operations$2,794 $3,220 $3,619 $(878)$8,755 
Depreciation and amortization (excluding leased engines depreciation)58 234 694 603 1,589 
Asset impairment, restructuring or impairment charges— — 885 (80)805 
Loss on sale of property and equipment— 
Security issuance expenses— — — 252252 
Adjusted EBITDA$2,854 $3,455 $5,200 $(103)$11,406 

Fiscal year 2021
Overnight Air CargoGround Equipment SalesCommercial Jet Engines and PartsCorporate and OtherTotal
Operating income (loss) from continuing operations$2,178 $8,948 $(10,882)$(9,419)$(9,175)
Depreciation and amortization (excluding leased engines depreciation)66 184 562 419 1,231 
Asset impairment, restructuring or impairment charges— — 6,405 187 6,592 
Loss (gain) on sale of property and equipment— (18)(10)
Security issuance expenses— — — 32 32 
Adjusted EBITDA$2,248 $9,132 $(3,933)$(8,777)$(1,330)
72


23.    EARNINGS PER COMMON SHARE
Basic earnings per share has been calculated by dividing net income (loss) attributable to Air T, Inc. stockholders by the remaining liabilityweighted average number of $480,000, which includes a current portioncommon shares outstanding during each period. For purposes of $24,000calculating diluted earnings per share, shares issuable under stock options were considered potential common shares and a non-current portion of $456,000, iswere included in the “Accrued expenses” and “Other non-current liabilities”, respectively, in the consolidated balance sheet at March 31, 2019.

weighted average common shares unless they were anti-dilutive.
The computation of earnings per common share is as follows (in thousands, except per share data):

Year Ended March 31,
20222021
Net income (loss) from continuing operations$12,227 $(8,394)
Net (income) loss from continuing operations attributable to non-controlling interests(1,299)1,113 
Net income (loss) from continuing operations attributable to Air T, Inc. Stockholders10,928 (7,281)
Income (loss) from continuing operations per share:
Basic$3.79 $(2.53)
Diluted$3.78 $(2.53)
Antidilutive shares excluded from computation of income (loss) per share from continuing operations— 
Gain on sale of discontinued operations, net of tax— 
Gain from discontinued operations attributable to Air T, Inc. stockholders— 
Income from discontinued operations per share:
Basic$— $— 
Diluted$— $— 
Antidilutive shares excluded from computation of income per share from discontinued operations— — 
Income (loss) per share:
Basic$3.79 $(2.53)
Diluted$3.78 $(2.53)
Antidilutive shares excluded from computation of income (loss) per share— 
Weighted Average Shares Outstanding:
Basic2,8802,882
Diluted2,8882,882

24.     COMMITMENTS AND CONTINGENCIES

Contrail Aviation entered into an Operating Agreement (the “Operating Agreement”)in connection with the Selleracquisition of Contrail providing for the governance of and the terms of membership interests in Contrail Aviation and including put and call options (“Put/Call Option”).with the Seller of Contrail. The Contrail Put/Call Option permits the Seller to require Contrail Aviation to purchase all of the Seller’s equity membership interests in Contrail Aviation commencing on the fifth anniversary of the acquisition, which iswas on July 18, 2021. The Company has presented this redeemable non-controlling interest in Contrail Aviation between the liabilities and equity sections of the accompanying consolidated balance sheets.

In addition, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Contrail RNCI is a Level 3 fair value measurement that is valued at $7.2 million as of March 31, 2022. The change in the redemption value compared to March 31, 2021 is an increase of $0.6 million. The increase was driven by $0.3 million of contributions

73


made from the non-controlling interest and $0.8 million of net income attributable to the non-controlling interest, offset by $0.5 million of the net change in fair value. As of the date of this filing, neither the Seller nor Air T has indicated an intent to exercise the put and call options. If either side were to exercise the option, the Company anticipates that the price would approximate the fair value of the Contrail RNCI, as determined on the transaction date. The Company currently expects that noneit would fund any required payment from cash provided by operations.

On May 5, 2021, the Company formed an aircraft asset management business called CAM, and an aircraft capital joint venture called CJVII. The new venture focuses on acquiring commercial aircraft and jet engines for leasing, trading and disassembly. CJVII targets investments in current generation narrow-body aircraft and engines, building on Contrail’s origination and asset management expertise. CAM serves two separate and distinct functions: 1) to direct the sourcing, acquisition and management of Delphax Canada’s unsecured creditorsaircraft assets owned by CJVII, and 2) to directly invest into CJVII alongside other institutional investment partners. CAM has an initial commitment to CJVII of approximately $53.0 million, which is comprised of an $8.0 million initial commitment from the Company and an approximately $45.0 million initial commitment from MRC. As of March 31, 2022, CAM's remaining capital commitments are approximately $2.0 million from the Company and $22.0 million from MRC. In connection with the formation of CAM, MRC has a fixed price put option of $1 million to sell its common equity in CAM to Air T at each of the first 3 anniversary dates. At the later of (a) 5 years after execution of the agreement and (b) distributions to MRC per the waterfall equal to their capital contributions, Air T has a call option and MRC has a put option on the MRC common interests in CAM. If either party exercises the option, the exercise price will receive paymentbe fair market value if Air T pays in cash at closing or 112.5% of fair market value if Air T opts to pay in three equal annual installments after exercise. As of March 31, 2022, Air T recorded MRC's $1.0 million put option within "Other non-current liabilities" on our consolidated balance sheets. We also reflected it within on our consolidated statements of equity as "Put option issued to co-investor in CAM".

In February 2022, in connection with the ongoing bankruptcy proceedings. ThisCompany's acquisition of GdW, a consolidated subsidiary of Shanwick, the Company entered into a shareholder agreement with the 30% non-controlling interest owners of Shanwick, providing for the governance of and the terms of membership interests in Shanwick. The shareholder agreement includes the Shanwick Put/Call Option with regard to the 30% non-controlling interest. The non-controlling interest holders are the executive management of the underlying business. The Shanwick Put/Call Option grants the Company an option to purchase the 30% interest at the call option price that equals to the average EBIT over the 3 Financial Years prior to the exercise of the Call Option multiplied by 8. In addition, the Shanwick Put/Call Option also grants the non-controlling interest owners an option to require Air T to purchase from them their respective ownership interests at the Put Option price, that is becauseequal to the average EBIT over the 3 Financial Years prior to the exercise of the Put Option multiplied by 7.5. The Call Option and the Put Option may be exercised at any time from the fifth anniversary of the shareholder agreement and then only at the end of each fiscal year of Air T.

The Company has presented this redeemable non-controlling interest in Shanwick between the liabilities and equity sections of the accompanying condensed consolidated balance sheets. In addition, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the estimated redemption value at the end of each reporting period. As the Shanwick RNCI will be redeemed at established multiples of EBIT, it is considered redeemable at other than fair value. Changes in its estimated redemption value are recorded on our consolidated statements of operations within non-controlling interests. The Shanwick RNCI's estimated redemption value is at $3.6 million as of March 31, 2022, which was comprised of the following (in thousands):

Shanwick's Redeemable Non-
Controlling
Interest
Beginning Balance as of April 1, 2021$— 
Contribution from non-controlling members3,226
Distribution to non-controlling members— 
Net income attributable to non-controlling interests10
Redemption value adjustments348
Ending Balance as of March 31, 2022$3,584 


25.    SHARES REPURCHASE

On May 14, 2014, the Company announced that its Board of Directors had authorized a program to repurchase up to 750,000 (retrospectively adjusted to 1,125,000 after the stock split on June 10, 2019) shares of the Company’s priority claims under the Delphax Senior Credit Agreement permitted itcommon stock from time to foreclose upon all of Delphax Canada’s personal property and rights of undertakings. Unsecured creditors of Delphax Canada may attempt to advance claims against the Company, whether as direct claims or alleging successor liability in light of the foreclosure. The Company does not believe that any such claims will be successfully advanced and therefore expects no significant adverse effecttime on the Company’s financial positionopen market or results of operations as a result of such possible claims.

in privately negotiated transactions, in compliance with SEC Rule 10b-18, over an indefinite
74


26.

RELATED PARTY MATTERS

Since 1979 the Company had leased the Little Mountain Airport in Maiden, North Carolina from a corporation whose stock is owned in part by former officers and directors of the Company and an estate of which certain former directors are beneficiaries. The facility consists of approximately 68 acres with one 3,000 foot paved runway, approximately 20,000 square feet of hangar space and approximately 12,300 square feet of office space. The operations of Air T, MAC and ATGL were headquartered at this facility. The lease for this facility provided for monthly rent of $14,862 and expired on January 31, 2018. Operations conducted at this facility were relocated to a newly constructed, owned facility on July 31, 2017.

period. During the fiscal year ended March 31, 2016,2022, the Company’s leasingCompany repurchased 15,435 shares at an aggregate cost of $0.4 million, in which all were recorded as treasury shares. The Company has a total of 156,327 treasury shares as of March 31, 2022.


26.    SUBSEQUENT EVENTS

Sale of CF34-3B engines

On May 3, 2022, wholly-owned subsidiary has acquired interests in two equipmentAirCo1 completed an agreement to sell 2 CF34-3B engine leases originated by Vantage Financial, LLC (“Vantage”) for aggregate payments to Vantage of approximately $401,250. The interests in the acquired leases entitle the Company’s leasing subsidiary to receive lease payments from the third parties leasing the equipment for a specified period. Pursuantan outside party. Previous to the agreements betweensale, the Company’s leasing subsidiaryengines were leased by AirCo1 to an unrelated third party and Vantage, Vantage’s fees for servicing the equipment leases for the leasing subsidiary (approximately $1,000) were included in the acquisition payments. William R. Foudray,transaction. Total proceeds for the transaction were $3.9 million.

Amendment No.1 to Third Amended And Restated Credit Agreement with MBT and Overline Note
On June 9, 2022, the Company, Jet Yard and MBT entered into Amendment No. 1 to Third Amended and Restated Credit Agreement (“Amendment”) and a directorrelated Overline Note (“Overline Note”) in the original principal amount of $5.0 million. The Amendment and Note memorialize an increase to the amount that may be drawn by the Company on the MBT revolving credit agreement from $17.0 million to $22.0 million. The total amount of borrowings under the facility as revised is now the Company’s calculated borrowing base or $22.0 million. The borrowing base calculation methodology remains unchanged.

The interest rate on borrowings under the facility that are less than $17 million remains at the greater of 2.50% or Prime minus 1%. The interest rate applicable to borrowings under the facility that exceed $17.0 million is the greater of 2.50% or Prime plus 0.5%. The commitment fee on unused borrowings below $17.0 million remains at 0.11%. The commitment fee on unused borrowings above $17.0 million is 0.20%. The Amendment also includes an additional covenant to the credit agreement, namely the requirement that the Company provide inventory appraisals for AirCo, AirCo Services and Worthington to MBT twice a year.

The Overline loan and commitment mature on the earlier of March 31, 2023 or the date on which the Company receives all funds from the Company’s ERC application (estimated at approximately $9.1 million) filed on or about January 24, 2022 plus the full receipt of the Company’s carryback tax refund for the year (estimated at approximately $2.6 million) filed on or about August 19, 2021. Both were applied for under different components of the CARES Act. It is not possible to estimate when, or if, these funds may be received.

Each of the Company issubsidiaries that has guaranteed the Executive Vice PresidentMBT revolving facility executed a guaranty acknowledgment in which they agreed to guaranty the Overline Loan and a co-founder of Vantage. The amounts paid by the Company’s leasing subsidiary to Vantage to acquire these lease assets represent approximately 1% of Vantage’s outstanding lease assets at March 31, 2016. The servicing income is less than 1% of Vantage’s annual revenues. The agreements ended in fiscal 2019 and as of March 31, 2019, there was no existing plan for renewal.

Contrail Aviation Support, LLC leases its corporate and operating facilities at Verona, Wisconsin from Cohen Kuhn Properties, LLC, a corporation whose stock is owned by Mr. Joseph Kuhn, Chief Executive Officer and Mrs. Miriam Kuhn, Chief Financial Officer equally. The facility consists of approximately 21,000 square feet of warehouse and office space. The Company paid aggregate rental payments of approximately $161,000 to Cohen Kuhn Properties, LLC pursuant to such lease during the period from April 1, 2018 through March 31, 2019. The lease for this facility expires on June 30, 2021, though the Company has the option to renew the lease for a period of 5 years on the same terms. The lease agreement providesacknowledged, among other things, that the Company shall be responsible for maintenance ofOverline Loan would not impair the leased facilities and for utilities, taxes and insurance. The Company believes that the terms of such leases are no less favorable to the Company than would be available from an independent third party.

On December 15, 2017, BCCM, Inc. (“BCCM”), a newly-formed, wholly-owned subsidiary of the Company, completedlenders rights under the previously announced acquisition of Blue Clay Capital Management, LLC (“Blue Clay Capital”), an investment management firm based in Minneapolis, Minnesota. In connection with the transaction, BCCM acquired the assets of, and assumed certain liabilities of, Blue Clay Capital in return for payment to Blue Clay Capital of $1.00, subject to adjustment for Blue Clay Capital’s net working capital as of the closing date. Gary S. Kohler, a director of the Company, was the sole owner of Blue Clay Capital. Mr. Kohler entered into an employment agreement with BCCM to serve as its Chief Investment Officer in return for an annual salary of $50,000 plus variable compensation based on the management and incentive fees to be paid to the subsidiary by certain of these investment funds and eligibility to participate in discretionary annual bonuses. Effective December 27, 2017, Blue Clay Capital Master Fund Ltd., one of the investment funds managed by Blue Clay Capital prior to the conversion to BCCM Advisors on December 31, 2017, sold approximately 52,000 shares of the Company’s stock.


executed guaranty or security agreement.

27.

SUBSEQUENT EVENTS

Management performs an evaluation of events that occur after a balance sheet date but before financial statements are issued or available to be issued for potential recognition or disclosure of such events in its financial statements. The Company evaluated subsequent events through the date that these consolidated financial statements were issued.

Item 9.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None

Item 9A.    Controls and Procedures.

Disclosure Controls

Our Chief Executive Officer and Interim Chief Financial Officer, referred to collectively herein as the Certifying Officers, are responsible for establishing and maintaining our disclosure controls and procedures that are designed to ensure that information relating to the Company required to be disclosed in the reports that the Company files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, including ensuring that such information is accumulated and communicated to the Company’s management, including the Chief Executive Officer and the Interim Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. The Certifying Officers have reviewed and evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 240.13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934) as of March 31, 2019.2022. Our Chief Executive Officer and Interim Chief Financial Officer concluded that, as of March 31, 2019,2022, the Company’s disclosure controls and procedures were effective. In addition, we believe that the consolidated financial statements in this annual report fairly present, in all material respects, the Company’s consolidated financial condition as of March 31, 2019,2022, and consolidated results of its operations and cash flows for the year then ended, in conformity with U.S. generally accepted accounting principles (“GAAP”).

GAAP.

Management’s Report on Internal Control Over Financial Reporting

75


Internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, is a process designed by, or under the supervision of, the Company's Chief Executive Officer and Interim Chief Financial Officer, or persons performing similar functions, and effected by the Company's board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company's management, with the participation of the Company's Chief Executive Officer and Interim Chief Financial Officer, is responsible for establishing and maintaining policies and procedures designed to maintain the adequacy of the Company's internal control over financial reporting, including those policies and procedures that:

(1)

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;

(2)

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

(3)

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.

(1)Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;
(2)Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
(3)Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.
The Company's management has evaluated the effectiveness of the Company's internal control over financial reporting as of March 31, 20192022 based on the criteria established in a report entitled Internal Control-Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our assessment and those criteria, the Company's management has concluded that the Company's internal control over financial reporting was effective at the reasonable assurance level as of March 31, 2019.

2022.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.


There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during fiscal quarter ended March 31, 20192022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B.    Other Information.

None

(a) Other Information
Not Applicable.
Item 9C.    Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not Applicable.
PART III

Item 10.    Directors, Executive Officers and Corporate Governance

The information contained under the headings “Proposal 1 - Election of Directors,” “Executive Officers,” “ Committees of the Board of Directors,” and “Delinquent Section 16(a) Reports” in theour Proxy Statement to be filed within 120 days of our fiscal year end, is incorporated herein by reference.

Audit Committee Report

The Audit Committee reviews the Company’s financial reporting process on behalf of the Board of Directors. Management has the primary responsibility for the financial statements and the reporting process. The Company’s independent registered public accounting firm is responsible for expressing an opinion on the conformity of the Company’s audited financial statements to generally accepted accounting principles.

In this context, the Audit Committee has reviewed and discussed with management and the independent registered public accounting firm the audited financial statements as of and for the year ended March 31, 2019.2022. The Audit Committee has discussed with the independent registered public accounting firm the matters required to be discussed by Auditing Standard No. 1301, Communications with Audit Committee, as adopted by the Public Company Accounting Oversight Board and currently in effect. In addition, the Audit Committee discussed with the independent registered public accounting firm the written
76


disclosures and letter required by Public Company Accounting Oversight Board Ethics and Independence Rule 3526, Communication with Audit Committees Concerning Independence, regarding the independent registered public accounting firm’s communication with the Audit Committee concerning independence and discussed with them their independence from the Company and its management. The Audit Committee also has considered whether the independent registered public accounting firm’s provision of non-audit services to the Company is compatible with their independence.

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended March 31, 20192022 for filing with the Securities and Exchange Commission.

June 28, 2019

2022

AUDIT COMMITTEE

Travis Swenson, Chair

Peter McClung

Andrew J. Stumpf

Ray Cabillot
Code of Ethics

The Company has adopted a code of ethics applicable to its executive officers and other employees. A copy of the code of ethics is available on the Company’s internet website at http://www.airt.net. The Company intends to post waivers of and amendments to its code of ethics applicable to its principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions on its Internet website.


Item 11.    Executive Compensation.

The information contained under the heading “Executive Compensation,” “Base Salary,” “Incentive and Bonus Compensation,” “Retirement and Other Benefits,” “Executive Compensation Tables,” “Employment Agreement and Retirement Savings Plan” and “Director Compensation” in theour Proxy Statement to be filed within 120 days of our fiscal year end, is incorporated herein by reference.

reference..

Item 12.    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The information contained under the heading “Certain Beneficial Owners of Common Stock,” “Director and Executive Officer Stock Ownership,” in theour Proxy Statement to be filed within 120 days of our fiscal year end, is incorporated herein by reference.

77


Equity Compensation Plan Information

The following table provides information as of March 31, 2019,2022, regarding shares outstanding and available for issuance under Air T, Inc.’s existing equity compensation plans.

Plan Category

 

Number of securities

to be issued upon

exercise of

outstanding options,

warrants and rights

  

Weighted-average

exercise price of

outstanding options,

warrants and rights

  

Number of securities

remaining available

for future issuance

under equity

compensation plans

(excluding securities

listed in first column)

 

Equity compensation plans approved by security holders

  7,500  $9.91   - 
             

Equity compensation plans not approved by security holders

  -   -   - 

Total

  7,500  $9.91   - 

Plan CategoryNumber of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
Weighted-average
exercise price of
outstanding options,
warrants and rights
Number of securities
remaining available
for future issuance
under equity
compensation plans
(excluding securities
listed in first column)
Equity compensation plans approved by security holders:
Air T 2012 Stock Option Plan11,250$6.61 
Air T 2020 Omnibus Stock Option Plan326,000 N/A94,000 
Equity compensation plans not approved by security holders:— — — 
Total337,250 $6.61 94,000 

Item 13.    Certain Relationships and Related Transactions and Director Independence.

The information contained under the heading “Director Independence” and “Certain Transactions” in theour Proxy Statement to be filed within 120 days of our fiscal year end, is incorporated herein by reference.

Item 14.    Principal AccountingAccountant Fees and Services.

The information contained

Information about aggregate fees billed to us by our principal accountant, Deloitte & Touche LLP (PCAOB ID No. 34) will be presented under the headingcaption “Audit Committee Pre-approval of Auditor Engagements” and “Audit Fees” in theour Proxy Statement to be filed within 120 days of our fiscal year end, is incorporated herein by reference.

PART IV

78


Item 15.    Exhibits and Financial Statement Schedules.

1.Financial Statements

a.The following are incorporated herein by reference in Item 8 of Part II of this report:

(i)Report of Independent Registered Public Accounting Firm – Deloitte & Touche LLP
(ii)Consolidated Balance Sheets as of March 31, 2022 and 2021.
(iii)Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) for the years ended March 31, 2022 and 2021.
(iv)Consolidated Statements of Stockholders’ Equity for the years ended March 31, 2022 and 2021.
(v)Consolidated Statements of Cash Flows for the years ended March 31, 2022 and 2021.
(vi)Notes to Consolidated Financial Statements.
2.    Exhibits

(i)

Report of Independent Registered Public Accounting Firm – Deloitte & Touche LLP

No.

(ii)

Description
3.1

Report of Independent Registered Public Accounting Firm – BDO USA, LLP

(iii)

Consolidated Balance Sheets as of March 31, 2019 and 2018.

(iv)

Consolidated Statements of Income and Comprehensive Income for the years ended March 31, 2019 and 2018.

(v)

Consolidated Statements of Stockholders’ Equity for the years ended March 31, 2019 and 2018.

(vi)

Consolidated Statements of Cash Flows for the years ended March 31, 2019 and 2018.

(vii)

Notes to Consolidated Financial Statements.


3.

Exhibits

No.

Description

3.1

3.2

4.1

10.1

4.2

10.2

10.1

10.3

10.2

10.4

10.3

10.5

Lease Agreement between Little Mountain Airport Associates, Inc. and Mountain Air Cargo, Inc., dated June 16, 2006, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2006 (Commission File No. 001-35476)

10.6

Amendment to Lease Agreement between Little Mountain Airport Associates, Inc. and Mountain Air Cargo, Inc. dated May 27, 2014 incorporated by reference to Exhibit 10.6 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2015 (Commission File No. 001-35476)

10.7

*Air T, Inc. 2005 Equity Incentive Plan, incorporated by reference to Annex C to the Company’s proxy statement on Schedule 14A for its annual meeting of stockholders on September 28, 2005, filed with the SEC on August 12, 2005 (Commission File No. 001-35476)*


10.8

10.4

10.9

10.5

10.10

10.6

*Employment Agreement between Air T, Inc. and Brett Reynolds dated May 7, 2018, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated May 9, 2018 (Commission File No. 001-35476) (18816904)

10.11

Promissory Note and Business Loan Agreement executed as of March 7, 2018 between Contrail Aviation Support, LLC as Borrower, and Old National Bank as the Lender, incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K dated March 8, 2018 (Commission File No. 001-35476)

10.12

10.13

10.7

**Engine Sale and Purchase Agreement dated November 2, 2018 between Contrail Aviation Support, LLC and WWTAI AIROPCO II DAC, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated November 8, 2018 (Commission File No. 001-35476)

10.14

**Assignment, Assumption and Amendment Agreement dated November 2, 2018 between Contrail Aviation Support, LLC, WWTAI AIROPCO II DAC, and Blue Air Aviation SA f/k/a Blue Air – Airline Management Solutions SRL, assigning the Engine Lease Agreement, dated January 10, 2018, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated November 8, 2018 (Commission File No. 001-35476)

10.15

**Purchase Agreement dated May 12, 2017, by and between Contrail Aviation Support, LLC and China Airlines Ltd., incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2018 (Commission File No. 001-35476)

10.16

**Engine Sale Agreement dated September 22, 2017, by and between Contrail Aviation Support, LLC and MTU Maintenance Lease Services B.V., incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2018 (Commission File No. 001-35476)

10.17

**Purchase Agreement dated September 22, 2017, by and between Contrail Aviation Support, LLC and China Airlines Ltd., incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2018 (Commission File No. 001-35476)

10.18

**Lease Agreement dated September 29, 2017, by and between Contrail Aviation Support, LLC and MTU Maintenance Lease Services B.V., incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2018 (Commission File No. 001-35476)

10.19

**Purchase Agreement dated October 9, 2017, by and between Contrail Aviation Support, LLC and AirCo 1, LLC, incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2018 (Commission File No. 001-35476)

10.20

**Lease Agreement dated December 27, 2017, by and between Contrail Aviation Support, LLC and MTU Maintenance Lease Services B.V., incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2018 (Commission File No. 001-35476)


10.21

**Engine Lease Agreement dated January 10, 2018, by and between Contrail Aviation Support, LLC and Blue Air, incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2018 (Commission File No. 001-35476)

10.22

**Engine Sale Agreement dated January 25, 2018, by and between Contrail Aviation Leasing, LLC and AerSale, Inc., incorporated by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2018 (Commission File No. 001-35476)

10.23

**Aircraft Sale & Purchase Agreement dated February 11, 2018, by and between Contrail Aviation Support, LLC and Celestial Aviation Trading 19 Limited, incorporated by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2018 (Commission File No. 001-35476)

10.24

**Aircraft Sale Agreement dated August 3, 2018, by and between Contrail Aviation Support, LLC and Wilmington Trust SP Services (Dublin) Ltd., incorporated by reference to Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2018 (Commission File No. 001-35476)

10.25

**Novation and Amendment Agreement dated September 4, 2018, by and between Contrail Aviation Support, LLC, Wilmington Trust SP Services (Dublin) Ltd. and Air Macau Limited, assuming the Aircraft Lease Agreement dated October 26, 2001, New Aircraft No. 1, incorporated by reference to Exhibit 10.11 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2018 (Commission File No. 001-35476)

10.26

**Novation and Amendment Agreement dated September 4, 2018, by and between Contrail Aviation Support, LLC, Wilmington Trust SP Services (Dublin) Ltd. and Air Macau Limited, assuming the Aircraft Lease Agreement dated October 26, 2001, New Aircraft No. 2, incorporated by reference to Exhibit 10.12 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2018 (Commission File No. 001-35476)

10.27

**Aircraft Sale & Purchase Agreement dated October 25, 2018 between Celestial Aviation Trading 22 Limited and Contrail Aviation Support, LLC (for Aircraft MSN 30742), incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated December 10, 2018 (Commission File No. 001-35476)

10.28

**Aircraft Sale & Purchase Agreement dated October 25, 2018 between Celestial Aviation Trading 22 Limited and Contrail Aviation Support, LLC (for Aircraft MSN 30741), incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated December 10, 2018 (Commission File No. 001-35476)

10.29

**Aircraft Engine Purchase Agreement dated December 13, 2018 between Vallair Solutions SARL and Contrail Aviation Support, LLC, as amended, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated January 4, 2019 (Commission File No. 001-35476)

10.30

**Engine Sale and Purchase Agreement, dated January 29, 2019 by and between Contrail Aviation Support, LLC and Cross Ocean Aviation Fund I (Intl) 5 DAC, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated February 4, 2019 (Commission File No. 001-35476)

10.31

10.8


79



10.32

10.9

10.33

10.10

10.34

10.11

Form of Air T, Inc. Amended and Restated Term Note C in the principal amount of $1,000,000 to Minnesota Bank & Trust, incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K dated February 20, 2018 (Commission File No. 001-35476)

10.35

10.36

10.12

10.37

10.13

10.38

10.14

10.39

10.15

10.16

10.40

10.17

10.41

10.18

10.42

10.19

Form of Security Agreement in favor of Minnesota Bank & Trust dated December 21, 2017, incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K dated December 18, 2017 (Commission File No. 001-35476)

10.43

10.44

10.20

10.45

10.21


10.46

10.22

10.47

10.23

Form of Amended and Restated Pledge Agreement in favor of Minnesota Bank & Trust dated April 3, 2019, incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K dated April 9, 2019 (Commission File No. 001-35476)

10.48

10.49

10.24

10.50

10.25

Form of AirCo 1, LLC Airframe Acquisition Note in the principal amount of $5,000,000 to Minnesota Bank & Trust dated February 22, 2018, incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K dated February 28, 2018 (Commission File No. 001-35476)

10.51

Form of Term Note from AirCo 1, LLC in the principal amount of $2,100,000 to Park State Bank dated January 18, 2019, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated January 25, 2019 (Commission File No. 001-35476)

10.52

Form of Term Note from AirCo 1, LLC in the principal amount of $400,000 to Minnesota Bank & Trust dated January 18, 2019, incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K dated January 25, 2019 (Commission File No. 001-35476)

10.53

Form of Loan Agreement between AirCo 1, LLC and Minnesota Bank & Trust and Park State Bank dated January 18, 2019, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated January 25, 2019 (Commission File No. 001-35476)

10.54

Form of Loan Agreement between AirCo 1, LLC and Minnesota Bank & Trust dated April 3, 2019, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated April 9, 2019 (Commission File No. 001-35476)

10.55

Second Loan Agreement between AirCo 1, LLC and Minnesota Bank & Trust dated February 22, 2018, incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K dated February 28, 2018 (Commission File No. 001-35476)

10.56

Form of Security Agreement by AirCo 1, LLC in favor of Minnesota Bank & Trust dated January 18, 2019, incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K dated January 25, 2019 (Commission File No. 001-35476)

10.57

Form of Collateral Assignment of Purchase Agreement between AirCo 1, LLC and Minnesota Bank & Trust dated January 18, 2019, incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K dated January 25, 2019 (Commission File No. 001-35476)

10.58

Form of Assignment and Agreement Regarding Disassembly Contract between AirCo 1, LLC, Jet Yard, LLC, and Minnesota Bank & Trust dated January 18, 2019, incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K dated January 25, 2019 (Commission File No. 001-35476)

10.59

Form of Assignment and Agreement Regarding Consignment Agreement between AirCo 1, LLC, AirCo, LLC, and Minnesota Bank & Trust dated January 18, 2019, incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K dated January 25, 2019 (Commission File No. 001-35476)


10.60

80


10.61

10.26

10.62

10.27

10.63

10.28

10.64

10.29

10.65

10.30

10.31

10.66

10.32

10.67

10.33

10.68

10.34

10.69

10.35

10.70

10.36

10.71

10.37

10.72*

10.38

Reynolds Warrant to Purchase Stock of Air T, Inc. issued November 30, 2018, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended December 31, 2018 (Commission File No. 001-35476)

10.73*

21.1

10.39

10.40
10.41
10.42
10.43
81


10.44
10.45
10.46
10.47
10.48
10.49
10.50
10.51
10.52
10.53
10.54
10.55
10.56
10.57
82


10.58
10.59
10.60
10.61
10.62
10.63
10.64
10.65
10.66
10.67
10.68
10.69
10.70
10.71
10.72
83


10.73
10.74
10.75
10.76
10.77
10.78
10.79
10.80
10.81
10.82
10.83
10.84
10.85
10.86
10.87
10.88
84


10.89
10.90
10.91
10.92
10.93
10.94
10.95
10.96
10.97
10.98
10.99
10.100
10.101
10.102
10.103
10.104
10.105
85


10.106
10.107
10.108
10.109
10.110
10.111
10.112
10.113
10.114
10.115
10.116
10.117
10.118
10.119
10.120
10.121
10.122
86


10.123
10.124
10.125
10.126
10.127
10.128
10.129
10.130
10.131
10.132
10.133
21.1


23.1

23.1

23.2

31.1

Consent of BDO USA, LLP (filed herewith)

31.1

31.2

32.1

32.2

101

The following financial information from the Annual Report on Form 10-K for the year ended March 31, 2019,2022, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Income (Loss) and Comprehensive Income (Loss), (ii) the Consolidated Balance Sheets, (iii) the Consolidated Statements of Cash Flows, (iv) the Consolidated Statements of Stockholders Equity, and (v) the Notes to the Consolidated Financial Statements (filed herewith).



* Management compensatory plan or arrangement required to be filed as an exhibit to this report.

** Certain information has been omitted from this exhibit pursuant to the request for confidential treatment submitted to the Securities and Exchange Commission. The omitted information has been separately filed with the Securities and Exchange Commission.

87


Item 16.    Form 10-K Summary

We have chosen not to include an optional summary of the information required by this Form 10-K. For a reference to the information in this Form 10-K, investors should refer to the Table of Contents to this Form 10-K.


88



SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

AIR T, INC.

By:

By:

/s/ Nick Swenson

Nick Swenson, Chairman, President and


Chief Executive Officer and Director

(Principal (Principal Executive Officer)

Date: June 28, 2019

2022
By:/s/ Brian Ochocki

By:

/s/ Seth Barkett

Seth Barkett, InterimBrian Ochocki, Chief Financial Officer and Director


(Principal Financial and Accounting Officer)

Date: June 28, 2019

2022
By:

By:

/s/ Raymond Cabillot

Raymond Cabillot, Director

Date: June 28, 2019

2022
By:

By:

/s/ William R. Foudray

William R. Foudray, Director

Date: June 28, 2019

2022
By:

By:

/s/ Gary S. Kohler

Gary S. Kohler, Director

Date: June 28, 2019

2022
By:

By:

/ s/ Peter McClung

Peter McClung, Director

Date: June 28, 2019

2022
By:/s/ Travis Swenson

By:

/s/ Andrew Stumpf

Travis Swenson, Director

Andrew Stumpf, Director

Date: June 28, 2019

By:

/s/ Travis Swenson

Travis Swenson, Director

Date: June 28, 2019

2022