Air T Inc 10-Q for FY2023 Q2
Air T Inc (AIRT)
10-Q
2022-11-10
For: 2022-09-30
View Original
Added on
April 09, 2026
About this 10-Q
Air T Inc filed this 10-Q on November 10, 2022, covering the quarter ended September 30, 2022 (FY2023 Q2).
Headline figures
Quarter ended September 30, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $60.69M
- up 40.4% from $43.24M a year earlier
- Net loss
- $1.23M
- compared with net income of $7.56M a year earlier
- Diluted EPS
- -$0.43
- compared with $2.60 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark one)
| Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended | |||||
| Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from _____to _____ | |||||
Commission File Number 001-35476
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
(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 | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
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).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||||||||||
| ☒ | Smaller reporting company | |||||||||||||
| 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 financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No x
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
| Common Stock | Common Shares, par value of $.25 per share | ||||
| Outstanding Shares at October 31, 2022 | |||||
AIR T, INC. AND SUBSIDIARIES
QUARTERLY REPORT ON FORM 10-Q
TABLE OF CONTENTS
| Page | ||||||||
PART I | ||||||||
Condensed Consolidated Statements of Income (Loss) (Unaudited) For The Three and Six Months Ended September 30, 2022 and 2021 | ||||||||
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) For The Three and Six Months Ended September 30, 2022 and 2021 | ||||||||
Condensed Consolidated Balance Sheets as of September 30, 2022 and March 31, 2022 (Unaudited) | ||||||||
Condensed Consolidated Statements of Cash Flows (Unaudited) For The Six Months Ended September 30, 2022 and 2021 | ||||||||
Condensed Consolidated Statements of Equity (Unaudited) For The Six Months Ended September 30, 2022 and 2021 | ||||||||
| Item 3. | ||||||||
| Item 5. | ||||||||
| Exhibit Index | ||||||||
| Certifications | ||||||||
| Interactive Data Files | ||||||||
2
Item 1. Financial Statements
AIR T, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(UNAUDITED)
| (in thousands, except (loss) income per share number) | Three Months Ended September 30, | Six Months Ended September 30, | |||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| Operating Revenues: | |||||||||||||||||||||||
| Overnight air cargo | $ | $ | $ | $ | |||||||||||||||||||
| Ground equipment sales | |||||||||||||||||||||||
| Commercial jet engines and parts | |||||||||||||||||||||||
| Corporate and other | |||||||||||||||||||||||
| Operating Expenses: | |||||||||||||||||||||||
| Overnight air cargo | |||||||||||||||||||||||
| Ground equipment sales | |||||||||||||||||||||||
| Commercial jet engines and parts | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Inventory write-down | |||||||||||||||||||||||
| Asset impairment | |||||||||||||||||||||||
| (Gain) Loss on sale of property and equipment | ( | ( | |||||||||||||||||||||
| Operating Income | |||||||||||||||||||||||
| Non-operating (Expense) Income: | |||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Income from equity method investments | |||||||||||||||||||||||
| Gain on forgiveness of Paycheck Protection Program (“PPP”) loan | |||||||||||||||||||||||
| Other | ( | ( | |||||||||||||||||||||
| ( | ( | ||||||||||||||||||||||
| (Loss) Income before income taxes | ( | ( | |||||||||||||||||||||
| Income Taxes (Benefit) Expense | ( | ( | |||||||||||||||||||||
| Net (Loss) Income | ( | ( | |||||||||||||||||||||
| Net Loss (Income) Attributable to Non-controlling Interests | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||
| Net (Loss) Income Attributable to Air T, Inc. Stockholders | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| (Loss) Income per share (Note 6) | |||||||||||||||||||||||
| Basic | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Diluted | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Weighted Average Shares Outstanding: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
See notes to condensed consolidated financial statements.
3
AIR T, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
| Three Months Ended September 30, | Six Months Ended September 30, | ||||||||||||||||||||||
| (In Thousands) | 2022 | 2021 | 2022 | 2021 | |||||||||||||||||||
| Net (Loss) Income | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Foreign currency translation (loss) income | ( | ( | |||||||||||||||||||||
| Unrealized gain on interest rate swaps | |||||||||||||||||||||||
| Reclassification of interest rate swaps into earnings | ( | ( | |||||||||||||||||||||
| Total Other Comprehensive Income | |||||||||||||||||||||||
| Total Comprehensive (Loss) Income | ( | ( | |||||||||||||||||||||
| Comprehensive Loss (Income) Attributable to Non-controlling Interests | ( | ( | ( | ||||||||||||||||||||
| Comprehensive (Loss) Income Attributable to Air T, Inc. Stockholders | $ | ( | $ | $ | ( | $ | |||||||||||||||||
See notes to condensed consolidated financial statements.
4
AIR T, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
| (In thousands, except share amounts) | September 30, 2022 | March 31, 2022 | |||||||||
| ASSETS | |||||||||||
| Current Assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Marketable securities | |||||||||||
| Restricted cash | |||||||||||
| Restricted investments | |||||||||||
Accounts receivable, net of allowance for doubtful accounts of $ | |||||||||||
| Income tax receivable | |||||||||||
| Inventories, net | |||||||||||
| Employee retention credit receivable | |||||||||||
| Other current assets | |||||||||||
| Total Current Assets | |||||||||||
Assets on lease or held for lease, net of accumulated depreciation of $ | |||||||||||
Property and equipment, net of accumulated depreciation of $ | |||||||||||
Intangible assets, net of accumulated amortization of $ | |||||||||||
| Right-of-use ("ROU") assets | |||||||||||
| Equity method investments | |||||||||||
| Goodwill | |||||||||||
| Other assets | |||||||||||
| Total Assets | |||||||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||||
| Current Liabilities: | |||||||||||
| Accounts payable | |||||||||||
| Income tax payable | |||||||||||
| Accrued expenses and other (Note 4) | |||||||||||
| Current portion of long-term debt | |||||||||||
| Short-term lease liability | |||||||||||
| Total Current Liabilities | |||||||||||
| Long-term debt | |||||||||||
| Deferred income tax liabilities, net | |||||||||||
| Long-term lease liability | |||||||||||
| Other non-current liabilities | |||||||||||
| Total Liabilities | |||||||||||
| Redeemable non-controlling interest | |||||||||||
| Commitments and contingencies (Note 16) | |||||||||||
| Equity: | |||||||||||
| Air T, Inc. Stockholders' Equity: | |||||||||||
Preferred stock, $ | |||||||||||
Common stock, $ | |||||||||||
Treasury stock, | ( | ( | |||||||||
| Additional paid-in capital | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive income (loss) | ( | ||||||||||
| Total Air T, Inc. Stockholders' Equity | |||||||||||
| Non-controlling Interests | |||||||||||
| Total Equity | |||||||||||
| Total Liabilities and Equity | $ | $ | |||||||||
See notes to condensed consolidated financial statements.
5
AIR T, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| (In Thousands) | Six Months Ended September 30, | ||||||||||
| 2022 | 2021 | ||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||||||
| Net (Loss) Income | $ | ( | $ | ||||||||
| Adjustments to reconcile Net (Loss) Income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Gain on forgiveness of PPP loan | ( | ||||||||||
| Inventory write-down | |||||||||||
| Asset impairment | |||||||||||
| Other | ( | ( | |||||||||
| Change in operating assets and liabilities: | |||||||||||
| Accounts receivable | ( | ( | |||||||||
| Inventories | ( | ( | |||||||||
| Accounts payable | |||||||||||
| Accrued expenses | ( | ||||||||||
| Other | ( | ( | |||||||||
| Net cash used in operating activities | ( | ( | |||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||||
| Investment in unconsolidated entities | ( | ( | |||||||||
| Capital expenditures related to property & equipment | ( | ( | |||||||||
| Capital expenditures related to assets on lease or held for lease | ( | ||||||||||
| Other | ( | ||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||||
| Proceeds from lines of credit | |||||||||||
| Payments on lines of credit | ( | ( | |||||||||
| Proceeds from term loan | |||||||||||
| Payments on term loan | ( | ( | |||||||||
| Proceeds received from issuance of Trust Preferred Securities ("TruPs") | |||||||||||
| Other | ( | ||||||||||
| Net cash provided by financing activities | |||||||||||
| Effect of foreign currency exchange rates on cash and cash equivalents | |||||||||||
| NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH | ( | ||||||||||
| CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD | |||||||||||
| CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD | $ | $ | |||||||||
See notes to condensed consolidated financial statements.
6
AIR T, INC AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(UNAUDITED)
| (In Thousands) | Common Stock | Treasury Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Non-controlling Interests | Total Equity | ||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2021 | $ | $ | ( | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||
| Net income* | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation loss | — | — | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Adjustment to fair value of redeemable non-controlling interests | — | — | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Unrealized gain on interest rate swaps, net of tax | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Reclassification of interest rate swaps into earnings | — | — | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2021 | $ | $ | ( | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss)* | — | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Stock compensation expense | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation gain | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Adjustment to fair value of redeemable non-controlling interests | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Unrealized gain on interest rate swaps, net of tax | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Reclassification of interest rate swaps into earnings | — | — | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Balance, September 30, 2021 | $ | $ | ( | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||
| (In Thousands) | Common Stock | Treasury Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Non-controlling Interests | Total Equity | ||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2022 | $ | $ | ( | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||
| Net loss* | — | — | — | — | — | ( | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Stock compensation expense | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation loss | — | — | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Adjustment to fair value of redeemable non-controlling interest | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Unrealized gain on interest rate swaps, net of tax | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Reclassification of interest rate swaps into earnings | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2022 | $ | $ | ( | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||
| Net loss* | — | — | — | — | — | ( | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of common stock | — | — | ( | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Stock compensation expense | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation loss | — | — | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Adjustment to fair value of redeemable non-controlling interest | — | — | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Unrealized gain on interest rate swaps, net of tax | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Reclassification of interest rate swaps into earnings | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Balance, September 30, 2022 | $ | $ | ( | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
*Excludes amount attributable to redeemable non-controlling interests in Contrail Aviation Support, LLC ("Contrail") and Shanwick B.V. ("Shanwick")
See notes to condensed consolidated financial statements.
7
AIR T, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1. Financial Statement Presentation
The condensed consolidated financial statements of Air T, Inc. (“Air T”, the “Company”, “we”, “us” or “our”) have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the following disclosures are adequate to make the information presented not misleading. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of the results for the periods presented have been made.
These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended March 31, 2022. The results of operations for the period ended September 30, 2022 are not necessarily indicative of the operating results for the full year.
Impacts from Geopolitical, Macroeconomic, and COVID-19 Challenges
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 during fiscal 2023. 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 condensed consolidated financial statements are reasonable and supportable based on the information available as of September 30, 2022; however, uncertainty over the ultimate direct and indirect impact COVID-19 will have on the global economy generally, and the Company’s businesses in particular, makes any estimates and assumptions as of September 30, 2022 inherently less certain than they would be absent the current and potential impacts of COVID-19.
The war in Eastern Europe and related sanctions imposed on Russia and related actors have resulted in interest rate acceleration and inflation, including, but not limited to, a significant increase in the price of commodities. We expect that these factors will continue to negatively impact our businesses at least in the short-term. The ultimate impact on our overall financial condition and operating results will depend on the currently unknowable duration and severity of these activities. We continue to evaluate the long-term impact that these may have on our business model, however there can be no assurance that the measures we have taken or will take will completely offset the negative impact.
Recently Adopted Accounting Pronouncements
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.
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 adopted this amendment on April 1, 2022. As of the date of the adoption, the amendment did not have a material impact on the Company's consolidated financial statements and disclosures.
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 generally accepted accounting principles (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.
8
2. Acquisitions
Wolfe Lake HQ, LLC
On December 2, 2021, the Company, through its wholly-owned subsidiary Wolfe Lake HQ, LLC, completed the purchase of the real estate located at 5000 36th Street West, St. Louis Park, Minnesota pursuant to a real estate purchase agreement with WLPC East, LLC, a Minnesota limited liability company (an unaffiliated third-party) 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 Air T's Minnesota 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 rate of 3.65 % which matures on December 2, 2031. See Note 12.
In accordance with ASC 805, the purchase price consideration was allocated as follows (in thousands):
| Land | $ | ||||
| Building | |||||
| Site Improvements | |||||
| Tenant Improvements | |||||
| In-place lease and other intangibles | |||||
| $ | |||||
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. The acquisition was completed through a wholly-owned subsidiary of the Company, Air T Acquisition 22.1, LLC ("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 the loans described in Note 12. 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.
Subsequent to the acquisition date, the Company made certain measurement period adjustments to the preliminary purchase price allocation, which resulted in an increase to goodwill of $0.3 million. The increase is attributable to a measurement period adjustment of $0.3
Total consideration is summarized in the table below (in thousands):
| February 10, 2022 | |||||
| Consideration paid | $ | ||||
| Less: Cash acquired | ( | ||||
| Less: Net assets acquired | ( | ||||
| Goodwill | $ | ||||
9
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 fair values as of February 10, 2022, with the excess of total consideration over fair value of 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):
| February 10, 2022 | |||||
| ASSETS | |||||
| Accounts Receivable | $ | ||||
| Other current assets | |||||
| Property, plant and equipment, net | |||||
| Intangible - Proprietary Database | |||||
| Intangible - Customer Relationships | |||||
| Total assets | |||||
| LIABILITIES | |||||
| Accounts payable | |||||
| Accrued expenses and deferred revenue | |||||
| Deferred income tax liabilities, net | |||||
| Total liabilities | |||||
| Net assets acquired | $ | ||||
The following table sets forth the revenue and expenses of GdW, prior to intercompany eliminations, that are included in the Company’s condensed consolidated statement of income for the fiscal year ended March 31, 2022 (in thousands):
| Income Statement Post-Acquisition | |||||
| Revenue | $ | ||||
| Cost of Sales | |||||
| Operating Expenses | |||||
| Operating Income | |||||
| Non-operating income | |||||
| Net income | $ | ||||
Pro forma financial information is not presented as the results are not material to the Company’s consolidated financial statements.
10
3. Revenue Recognition
Substantially all of the Company’s non-lease revenue is derived from contracts 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 to not disclose the value of unsatisfied performance obligations.
The following is a description of the Company’s performance obligations:
| 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, 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 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 performing labor hours and installing parts to enhance an asset that the customer 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 842 (Leases) and out of scope under Topic 606 and Other Revenues (Freight, Management Fees, etc.) which are immaterial for disclosure under Topic 606.
The following table summarizes disaggregated revenues by type (in thousands):
| Three Months Ended September 30, | Six Months Ended September 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| Product Sales | |||||||||||||||||||||||
| Air Cargo | $ | $ | $ | $ | |||||||||||||||||||
| Ground equipment sales | |||||||||||||||||||||||
| Commercial jet engines and parts | |||||||||||||||||||||||
| Corporate and other | |||||||||||||||||||||||
| Support Services | |||||||||||||||||||||||
| Air Cargo | |||||||||||||||||||||||
| Ground equipment sales | |||||||||||||||||||||||
| Commercial jet engines and parts | |||||||||||||||||||||||
| Corporate and other | |||||||||||||||||||||||
| Leasing Revenue | |||||||||||||||||||||||
| Air Cargo | |||||||||||||||||||||||
| Ground equipment sales | |||||||||||||||||||||||
| Commercial jet engines and parts | |||||||||||||||||||||||
| Corporate and other | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Air Cargo | |||||||||||||||||||||||
| Ground equipment sales | |||||||||||||||||||||||
| Commercial jet engines and parts | |||||||||||||||||||||||
| Corporate and other | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
See Note 14 for the Company's disaggregated revenues by geographic region and Note 15 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 income and advanced customer deposits with respect to product sales. The following table presents outstanding contract liabilities as of April 1, 2022 and September 30, 2022 and the amount of contract liabilities as of April 1, 2022 that were recognized as revenue during the six-month period ended September 30, 2022 (in thousands):
| Outstanding contract liabilities | Outstanding contract liabilities as of April 1, 2022 Recognized as Revenue | ||||||||||
| As of September 30, 2022 | $ | ||||||||||
| As of April 1, 2022 | $ | ||||||||||
| For the six months ended September 30, 2022 | $ | ||||||||||
11
4. Accrued Expenses and Other
| (in thousands) | September 30, 2022 | March 31, 2022 | |||||||||
| Salaries, wages and related items | $ | $ | |||||||||
| Profit sharing and bonus | |||||||||||
| Other Deposits | |||||||||||
| Other | |||||||||||
| Total | $ | $ | |||||||||
12
5. Income Taxes
During the three-month period ended September 30, 2022, the Company recorded global income tax benefit of $0.6 million at an effective tax rate of 30.0 %. The Company records income taxes using an estimated annual effective tax rate for interim reporting. The primary factors contributing to the difference between the federal statutory rate of 21.0% and the Company's effective tax rate for the three-month period ended September 30, 2022 were the change in valuation allowance related to the Company's subsidiaries in the corporate and other segment, Delphax Solutions, Inc. and Delphax Technologies, Inc. (collectively known as "Delphax"), other capital losses, the estimated benefit for the exclusion of income for the Company's captive insurance company subsidiary ("SAIC") under Section 831(b), and the exclusion from the tax provision of the minority owned portion of the pretax income of Contrail.
During the three-month period ended September 30, 2021, the Company recorded $38.0 thousand in income tax expense at an ETR of 0.5 %. The primary factors contributing to the difference between the federal statutory rate of 21.0% and the Company's effective tax rate for the three-month period ended September 30, 2021 were the change in valuation allowance related to Delphax, the estimated benefit for the exclusion of income for SAIC under Section 831(b), the exclusion from the tax provision of the minority owned portion of the pretax income of Contrail, and the exclusion of taxable income of the PPP loan forgiveness income, as directed by the CARES Act enacted in 2020, and any accrued interest forgiven as a part of that Act.
During the six-month period ended September 30, 2022, the Company recorded global income tax benefit of $0.4 million at an effective tax rate of 15.1 %. The Company records income taxes using an estimated annual effective tax rate for interim reporting. The primary factors contributing to the difference between the federal statutory rate of 21% and the Company's effective tax rate for the six-month period ended September 30, 2022 were the change in valuation allowance related to Delphax, other capital losses, the estimated benefit for the exclusion of income for SAIC under Section 831(b), and the exclusion from the tax provision of the minority owned portion of the pretax income of Contrail.
During the six-month period ended September 30, 2021, the Company recorded $33.0 thousand in income tax expense at an effective rate of 0.4 %. The primary factors contributing to the difference between the federal statutory rate of 21.0% and the Company's effective tax rate for the six-month period ended September 30, 2021 were the change in valuation allowance related to Delphax, the estimated benefit for the exclusion of income for SAIC under Section 831(b), the exclusion from the tax provision of the minority owned portion of the pretax income of Contrail, the exclusion from taxable income of the PPP loan forgiveness income, as directed by the CARES Act enacted in 2020, and any accrued interest forgiven as a part of that Act.
13
6. Net Earnings (Loss) Per Share
Basic earnings (loss) per share has been calculated by dividing net income (loss) attributable to Air T, Inc. stockholders by the weighted average number of common shares outstanding during each period. For purposes of calculating diluted earnings (loss) 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.
During the three months ended September 30, 2022, 3,750 options were exercised under the Air T's 2012 Stock Option Plan at $5.75 per share, which was disclosed within our condensed consolidated statement of equity. 7,500 unexpired options remain outstanding under this plan.
The computation of basic and diluted earnings per common share is as follows (in thousands, except for per share figures):
| Three Months Ended September 30, | Six Months Ended September 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| Net (loss) income | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Net loss (income) attributable to non-controlling interests | ( | ( | ( | ||||||||||||||||||||
| Net (loss) income attributable to Air T, Inc. Stockholders | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| (Loss) Income per share: | |||||||||||||||||||||||
| Basic | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Diluted | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Antidilutive shares excluded from computation of (loss) income per share | |||||||||||||||||||||||
| Weighted Average Shares Outstanding: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
14
7. Intangible Assets and Goodwill
Intangible assets as of September 30, 2022 and March 31, 2022 consisted of the following (in thousands):
| September 30, 2022 | |||||||||||||||||
| Gross Carrying Amount | Accumulated Amortization | Net Book Value | |||||||||||||||
| Purchased software | $ | $ | ( | $ | |||||||||||||
| Internally developed software | ( | ||||||||||||||||
| In-place lease and other intangibles | ( | ||||||||||||||||
| Customer relationships | ( | ||||||||||||||||
| Patents | ( | ||||||||||||||||
| Other | ( | ||||||||||||||||
| ( | |||||||||||||||||
| In-process software | — | ||||||||||||||||
| Intangible assets, total | $ | $ | ( | $ | |||||||||||||
| March 31, 2022 | |||||||||||||||||
| Gross Carrying Amount | Accumulated Amortization | Net Book Value | |||||||||||||||
| Purchased software | $ | $ | ( | $ | |||||||||||||
| Internally developed software | ( | ||||||||||||||||
| In-place lease and other intangibles | ( | ||||||||||||||||
| Customer relationships | ( | ||||||||||||||||
| Patents | ( | ||||||||||||||||
| Other | ( | ||||||||||||||||
| ( | |||||||||||||||||
| In-process software | — | ||||||||||||||||
| Intangible assets, total | $ | $ | ( | $ | |||||||||||||
During the quarter ended September 30, 2022, the Company impaired $0.3 million of previously capitalized costs related to a software project that was deemed no longer probable to be completed and placed in service.
Based on the intangible assets recorded at September 30, 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) | |||||
| Year ending March 31, | Amortization | ||||
| 2023 (excluding the six months ended September 30, 2022) | $ | ||||
| 2024 | |||||
| 2025 | |||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| Thereafter | |||||
| $ | |||||
The carrying amount of goodwill as of September 30, 2022 and March 31, 2022 was $10.1
15
8. Investments in Securities and Derivative Instruments
As part of the Company’s interest rate risk management strategy, 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 (Air T Term Note A and 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 Minnesota Bank & Trust ("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 September 30, 2022 and March 31, 2022, the fair value of these interest-rate swap contracts was an asset of $3.0 million and $0.9 million, respectively, which is included within other assets in the condensed consolidated balance sheets. During the three and six months ended September 30, 2022, the Company recorded a gain of approximately $1.0 million and $1.4 million, net of tax, respectively. During the three and six months ended September 30, 2021, the Company recorded a gain of approximately $46.0 thousand and $57.0 thousand, net of tax, respectively. These gains are included in the condensed consolidated statement of comprehensive income (loss) for changes in the fair value of these 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 three and six months ended September 30, 2022, related to these derivative instruments, the Company had a gross gain aggregating to $46.0 no no
The following table presents these derivative instruments at fair value in the condensed consolidated balance sheets as of September 30, 2022 and March 31, 2022 (in thousands):
| (In thousands) | September 30, 2022 | March 31, 2022 | ||||||
| Assets: | ||||||||
| Exchange-traded options & futures | ||||||||
| Other current assets | $ | $ | ||||||
| Total assets | ||||||||
| Liabilities: | ||||||||
| Exchange-traded options & futures | ||||||||
| Accrued Expenses and other | ||||||||
| Total liabilities | $ | $ | ||||||
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. The fair market value of marketable equity securities is determined based on quoted market prices in active markets and are therefore, considered Level 1 fair value measurements. During the three months ended September 30, 2022, the Company had a gross unrealized gain aggregating to $43.0 thousand and a gross unrealized loss aggregating to $0.2 million. During the six months ended September 30, 2022, the Company had a gross unrealized gain aggregating to $86.0 thousand and a gross unrealized loss aggregating to $0.3 million. During the three months ended September 30, 2021, the Company had a gross unrealized gain aggregating to $0.4 million and a gross unrealized loss aggregating to $0.1 million. During the six months ended September 30, 2021, the Company had a gross unrealized gain aggregating to $0.8 million and a gross unrealized loss aggregating to $0.2 million. These unrealized gains and losses are included in other income (loss) on the condensed 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 September 30, 2022 and 2021, the Company had no outstanding borrowings under its margin account.
16
9. Equity Method Investments
The Company’s investment in Insignia Systems, Inc. - NASDAQ: ISIG (“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 September 30, 2022, the number of Insignia's shares owned by the Company was 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 as of September 30, 2022 any additional share of Insignia's net loss for the three months ended June 30, 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 20.91 % investment in Cadillac Casting, Inc. ("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. The Company recorded income of $0.4 million and $0.7 million as its share of CCI's net income for the three and six months ended September 30, 2022, along with a basis difference adjustment of $12.0 thousand and $25.0 thousand, respectively. The Company's net investment basis in CCI is $3.4 million as of September 30, 2022. The Company also executed a $2.0 million promissory note payable to CCI on September 30, 2022. See Note 12.
Summarized unaudited financial information for the Company's equity method investees for the three and six months ended June 30, 2022 and 2021 is as follows (in thousands):
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| June 30, 2022 | June 30, 2021 | June 30, 2022 | June 30, 2021 | ||||||||||||||||||||
| Revenue | $ | $ | $ | $ | |||||||||||||||||||
| Gross Profit | |||||||||||||||||||||||
| Operating income (loss) | ( | ( | |||||||||||||||||||||
| Net income (loss) | ( | ( | |||||||||||||||||||||
| Net income (loss) attributable to Air T, Inc. stockholders | $ | $ | ( | $ | $ | ( | |||||||||||||||||
17
10. Inventories
Inventories consisted of the following (in thousands):
| September 30, 2022 | March 31, 2022 | ||||||||||
| Overnight air cargo | $ | $ | |||||||||
| Ground equipment manufacturing: | |||||||||||
| Raw materials | |||||||||||
| Work in process | |||||||||||
| Finished goods | |||||||||||
| Corporate and other: | |||||||||||
| Raw materials | |||||||||||
| Finished goods | |||||||||||
| Commercial jet engines and parts | |||||||||||
| Total inventories | |||||||||||
| Reserves | ( | ( | |||||||||
| Total inventories, net of reserves | $ | $ | |||||||||
18
11. Leases
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 three and six months ended September 30, 2022 and 2021 are as follows (in thousands):
| Three Months Ended September 30, | Six Months Ended September 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| Operating lease cost | $ | $ | $ | $ | |||||||||||||||||||
| Short-term lease cost | |||||||||||||||||||||||
| Variable lease cost | |||||||||||||||||||||||
| Total lease cost | $ | $ | $ | $ | |||||||||||||||||||
Amounts reported in the consolidated balance sheets for leases where we are the lessee as of September 30, 2022 and March 31, 2022 were as follows (in thousands):
| September 30, 2022 | March 31, 2022 | ||||||||||
| Operating leases | |||||||||||
| Operating lease ROU assets | $ | $ | |||||||||
| Operating lease liabilities | $ | $ | |||||||||
| Weighted-average remaining lease term | |||||||||||
| Operating leases | |||||||||||
| Weighted-average discount rate | |||||||||||
| Operating leases | % | ||||||||||
Maturities of lease liabilities under non-cancellable leases where we are the lessee as of September 30, 2022 are as follows (in thousands):
| Operating Leases | |||||
| 2023 (excluding the six months ended September 30, 2022) | $ | ||||
| 2024 | |||||
| 2025 | |||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| Thereafter | |||||
| Total undiscounted lease payments | |||||
| Less: Interest | ( | ||||
| Less: Discount | ( | ||||
| Total lease liabilities | $ | ||||
19
12. Financing Arrangements
Borrowings of the Company and its subsidiaries are summarized below at September 30, 2022 and March 31, 2022, respectively.
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 related 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. As of September 30, 2022, the unused commitment on the Overline Note was $4.1 million and there was no unused commitment on the MBT Revolver. 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 $17.0 million remains at the greater of 2.50 % or Prime minus 1.00 %. The interest rate applicable to borrowings under the facility that exceed $17.0 million is the greater of 2.50 % or Prime plus 0.50 %. 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 Employee Retention Credit ("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. As of September 30, 2022, the Company has received $1.4 million of the ERC and none of the carryback tax refunds. It is not possible to estimate when, or if, the remainder of these funds may be received.
Each of the Company subsidiaries that has guaranteed the MBT revolving facility executed a guaranty acknowledgment in which they agreed to guaranty the Overline Loan and acknowledged, among other things, that the Overline Loan would not impair the lenders rights under the previously executed guaranty or security agreement.
On September 30, 2022, the Company executed a promissory note payable to CCI ("Promissory Note - CCI") for $2.0 million that bears interest at 10 % per annum and matures on December 30, 2022. The note may be prepaid at any time without penalty. The note is subordinate and junior to any and all indebtedness of the Company to MBT.
The following table provides certain information about the current financing arrangements of the Company and its subsidiaries as of September 30, 2022:
| (In Thousands) | September 30, 2022 | March 31, 2022 | Maturity Date | Interest Rate | Unused commitments at September 30, 2022 | ||||||||||||||||||||||||
| Air T Debt | |||||||||||||||||||||||||||||
| Revolver - MBT | $ | $ | 8/31/2023 | Greater of | $ | ||||||||||||||||||||||||
| Overline Note - MBT | 3/31/20231 | Greater of | $ | ||||||||||||||||||||||||||
| Term Note A - MBT | 8/31/2031 | ||||||||||||||||||||||||||||
| Term Note B - MBT | 8/31/2031 | ||||||||||||||||||||||||||||
| Term Note D - MBT | 1/1/2028 | 1-month LIBOR + | |||||||||||||||||||||||||||
| Promissory Note - CCI | 12/30/2022 | ||||||||||||||||||||||||||||
| Term Note E - MBT | 6/25/2025 | Greater of LIBOR + | |||||||||||||||||||||||||||
| Debt - Trust Preferred Securities | 6/7/2049 | ||||||||||||||||||||||||||||
| Total | |||||||||||||||||||||||||||||
| AirCo 1 Debt | |||||||||||||||||||||||||||||
| Term Loan - Park State Bank | 12/11/2025 | 3-month LIBOR + | |||||||||||||||||||||||||||
| Total | |||||||||||||||||||||||||||||
| Jet Yard Debt | |||||||||||||||||||||||||||||
| Term Loan - MBT | 8/31/2031 | ||||||||||||||||||||||||||||
| Total | |||||||||||||||||||||||||||||
| Contrail Debt | |||||||||||||||||||||||||||||
| Revolver - Old National Bank ("ONB") | 9/5/2023 | 1-month LIBOR + | $ | ||||||||||||||||||||||||||
| Term Loan G - ONB | 11/24/2025 | 1-month LIBOR + | |||||||||||||||||||||||||||
| Term Loan H - ONB | 8/18/2023 | Wall Street Journal (WSJ) Prime Rate + | |||||||||||||||||||||||||||
| Total | |||||||||||||||||||||||||||||
| Delphax Solutions Debt | |||||||||||||||||||||||||||||
| Canadian Emergency Business Account Loan | 12/31/2025 | ||||||||||||||||||||||||||||
| Total | |||||||||||||||||||||||||||||
| Wolfe Lake Debt | |||||||||||||||||||||||||||||
| Term Loan - Bridgewater | 12/2/2031 | ||||||||||||||||||||||||||||
| Total | |||||||||||||||||||||||||||||
| Air T Acquisition 22.1 | |||||||||||||||||||||||||||||
| Term Loan - Bridgewater | 2/8/2027 | ||||||||||||||||||||||||||||
| Term Loan A - ING | 2/1/2027 | ||||||||||||||||||||||||||||
| Term Loan B - ING | 5/1/2027 | ||||||||||||||||||||||||||||
| Total | |||||||||||||||||||||||||||||
| Total Debt | |||||||||||||||||||||||||||||
| Less: Unamortized Debt Issuance Costs | ( | ( | |||||||||||||||||||||||||||
| Total Debt, net | $ | $ | |||||||||||||||||||||||||||
1 Earlier of 8/31/23 or the date on which Air T has received the payment from the federal income tax refunds in the amount of approximately $2.6 million and Employee Retention Tax Credits in an amount not less than $9.1 million. As of September 30, 2022, the Company has received $1.4 million of the ERC and none of the federal income tax refunds.
At September 30, 2022, our contractual financing obligations, including payments due by period, are as follows (in thousands):
| Due by | Amount | ||||
| September 30, 2023 | $ | ||||
| September 30, 2024 | |||||
| September 30, 2025 | |||||
| September 30, 2026 | |||||
| September 30, 2027 | |||||
| Thereafter | |||||
| Less: Unamortized Debt Issuance Costs | ( | ||||
| $ | |||||
20
13. Shares Repurchased
21
14. Geographical Information
Total tangible long-lived assets, net of accumulated depreciation, located in the United States, the Company's country of domicile, and held outside the United States are summarized in the following table as of September 30, 2022 and March 31, 2022 (in thousands):
| September 30, 2022 | March 31, 2022 | ||||||||||
| United States | $ | $ | |||||||||
| Foreign | |||||||||||
| Total tangible long-lived assets, net | $ | $ | |||||||||
The Company's tangible long-lived assets, net of accumulated depreciation, held outside of the United States represent engines and aircraft on lease at September 30, 2022. The net book value located within each individual country at September 30, 2022 and March 31, 2022 is listed below (in thousands):
| September 30, 2022 | March 31, 2022 | ||||||||||
| Lithuania | |||||||||||
| Macau | |||||||||||
| Other | |||||||||||
| Total tangible long-lived assets, net | $ | $ | |||||||||
Total revenue, in and outside the United States, is summarized in the following table for the six months ended September 30, 2022 and September 30, 2021 (in thousands):
| September 30, 2022 | September 30, 2021 | ||||||||||
| United States | $ | $ | |||||||||
| Foreign | |||||||||||
| Total revenue | $ | $ | |||||||||
22
15. Segment Information
The Company has four business segments: overnight air cargo, ground equipment sales, commercial jet engine and parts segment and corporate and other. Segment data is summarized as follows (in thousands):
| (In Thousands) | Three Months Ended September 30, | Six Months Ended September 30, | |||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| Operating Revenues by Segment: | |||||||||||||||||||||||
| Overnight Air Cargo | |||||||||||||||||||||||
| Domestic | $ | $ | $ | $ | |||||||||||||||||||
| International | |||||||||||||||||||||||
| Total Overnight Air Cargo | |||||||||||||||||||||||
| Ground Equipment Sales: | |||||||||||||||||||||||
| Domestic | |||||||||||||||||||||||
| International | |||||||||||||||||||||||
| Total Ground Equipment Sales | |||||||||||||||||||||||
| Commercial Jet Engines and Parts: | |||||||||||||||||||||||
| Domestic | |||||||||||||||||||||||
| International | |||||||||||||||||||||||
| Total Commercial Jet Engines and Parts | |||||||||||||||||||||||
| Corporate and Other: | |||||||||||||||||||||||
| Domestic | |||||||||||||||||||||||
| International | |||||||||||||||||||||||
| Total Corporate and Other | |||||||||||||||||||||||
| Total | |||||||||||||||||||||||
| Operating Income (Loss): | |||||||||||||||||||||||
| Overnight Air Cargo | |||||||||||||||||||||||
| Ground Equipment Sales | |||||||||||||||||||||||
| Commercial Jet Engines and Parts | ( | ||||||||||||||||||||||
| Corporate and Other | ( | ( | ( | ( | |||||||||||||||||||
| Total | |||||||||||||||||||||||
| Capital Expenditures: | |||||||||||||||||||||||
| Overnight Air Cargo | |||||||||||||||||||||||
| Ground Equipment Sales | |||||||||||||||||||||||
| Commercial Jet Engines and Parts | |||||||||||||||||||||||
| Corporate and Other | |||||||||||||||||||||||
| Total | |||||||||||||||||||||||
| Depreciation and Amortization: | |||||||||||||||||||||||
| Overnight Air Cargo | |||||||||||||||||||||||
| Ground Equipment Sales | |||||||||||||||||||||||
| Commercial Jet Engines and Parts | |||||||||||||||||||||||
| Corporate and Other | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
The table below provides a reconciliation of operating income (loss) to Adjusted EBITDA by reportable segment for the six months ended September 30, 2022 and 2021 (in thousands):
| Six Months Ended September 30, 2022 | |||||||||||||||||||||||||||||
| Overnight Air Cargo | Ground Equipment Sales | Commercial Jet Engines and Parts | Corporate and Other | Total | |||||||||||||||||||||||||
| Operating income (loss) | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||
| Depreciation and amortization (excluding leased engines depreciation) | |||||||||||||||||||||||||||||
| Asset impairment, restructuring or impairment charges | |||||||||||||||||||||||||||||
| Gain on sale of property and equipment | ( | ( | ( | ||||||||||||||||||||||||||
| Security expenses | |||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||
| Six Months Ended September 30, 2021 | |||||||||||||||||||||||||||||
| Overnight Air Cargo | Ground Equipment Sales | Commercial Jet Engines and Parts | Corporate and Other | Total | |||||||||||||||||||||||||
| Operating income (loss) | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||
| Depreciation and amortization (excluding leased engines depreciation) | |||||||||||||||||||||||||||||
| Loss on sale of property and equipment | |||||||||||||||||||||||||||||
| Security expenses | |||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||
23
16. Commitments and Contingencies
Redeemable Non-controlling Interests
Contrail entered into an Operating Agreement (the “Contrail Operating Agreement”) in connection with the acquisition of Contrail providing for the governance of and the terms of membership interests in Contrail and including put and call options with the Seller of Contrail (“Contrail Put/Call Option”). The Contrail Put/Call Option permits the Seller or the Company to require Contrail to purchase all of the Seller’s equity membership interests in Contrail commencing on the fifth anniversary of the acquisition, which occurred on July 18, 2021. The Company has presented this redeemable non-controlling interest in Contrail ("Contrail RNCI") 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 redemption value at the end of each reporting period. The Contrail RNCI is a Level 3 fair value measurement that is valued at $6.5 million as of September 30, 2022. The change in the redemption value compared to March 31, 2022 is a decrease of $0.7 million, which was driven by the decrease in fair value of $0.7 million and distributions to non-controlling interest of $0.2 million, partially offset by net income attributable to non-controlling interest of $0.2 million.
As of the date of this filing, neither the Seller nor the Company 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 it would fund any required payment from cash provided by operations.
On May 5, 2021, the Company formed an aircraft asset management business called Contrail Asset Management, LLC ("CAM"), and an aircraft capital joint venture called Contrail JV II LLC ("CJVII"). The 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. 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, 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 September 30, 2022, CAM's remaining capital commitments are approximately $0.8 million from the Company and $17.3 million from MRC. In connection with the formation of CAM, MRC has a fixed price put option of $1.0 million to sell its common equity in CAM to the Company at each of the first 3 anniversary dates. At the later of (a) five years after execution of the agreement and (b) distributions to MRC per the waterfall equal to their capital contributions, the Company 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 be fair market value if the Company pays in cash at closing or 112.5 % of fair market value if the Company opts to pay in three equal annual installments after exercise. The Company recorded MRC's $1.0 million put option within "Other non-current liabilities" on our consolidated balance sheets.
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 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 the Company 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 ("Shanwick RNCI").
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 $3.8 million as of September 30, 2022, which was comprised of the following (in thousands):
| Shanwick RNCI | ||||||||
| Beginning Balance as of April 1, 2022 | $ | |||||||
| Contribution from non-controlling members | ||||||||
| Distribution to non-controlling members | ( | |||||||
| Net income attributable to non-controlling interests | ||||||||
| Redemption value adjustments | ||||||||
| Ending Balance as of September 30, 2022 | $ | |||||||
2020 Omnibus Stock and Incentive Plan
24
17. Subsequent Events
On November 8, 2022, Contrail entered into the Second Amendment to Master Loan Agreement (the “Amendment”) with ONB. The Amendment amends the Master Loan Agreement dated as of June 24, 2019, as amended.
The principal revisions made in the Amendment are: (i) the tangible net worth covenant was revised to require that Contrail maintain a tangible net worth of at least $12.0 million at all times prior to March 31, 2024 and $15.0 million at all times on or following March 31, 2024; and, (ii) that all proceeds from certain asset sales during the period beginning on October 1, 2022 and ending on March 31, 2023 be applied as prepayments on Term Loan G. The effectiveness of the Amendment is conditioned on Contrail executing a Collateral Assignment of two Aircraft Engine Lease Agreements. The form of Collateral Assignment is attached as an exhibit to the Amendment.
The foregoing summary of the terms of the Amendment is qualified in its entirety by reference to the form of Second Amendment to Master Loan Agreement with Exhibit filed as Exhibit 10.2 herewith, which is incorporated herein by reference.
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.
FORWARD-LOOKING STATEMENTS
This section entitled "Management’s Discussion and Analysis of Financial Condition and Results of Operations" (“MD&A”) is intended to provide a reader of our financial statements with a narrative from the perspective of management on our financial condition, results of operations, liquidity, and certain other factors that may affect our future results. The MD&A provides a narrative analysis explaining the reasons for material changes in the Company’s (i) financial condition during the period from the most recent fiscal year-end, March 31, 2022, to and including September 30, 2022 and (ii) results of operations during the current fiscal period(s) as compared to the corresponding period(s) of the preceding fiscal year.
This Quarterly Report on Form 10-Q, including the MD&A, contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements reflect our current views with respect to future events and financial performance. The words “believe,” “expect,” “anticipate,” “intend,” “estimate,” “forecast,” “project,” “should,” "will," "continue" and similar expressions are intended to identify “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Any and all forecasts and projections in this document are “forward looking statements” and are based on management’s current expectations or beliefs. From time to time, we may also provide oral and written forward-looking statements in other materials we release to the public, such as press releases, presentations to securities analysts or investors, or other communications by us. Any or all of our forward-looking statements in this report and in any public statements we make could be materially different from actual results. Accordingly, we wish to caution investors that any forward-looking statements made by or on behalf of us are subject to uncertainties and other factors that could cause actual results to differ materially from such statements.
We also wish to caution investors that other factors might in the future prove to be important in affecting our results of operations. New factors emerge from time to time; it is not possible for management to predict all of such factors, nor can it assess the impact of each such factor on the business or the extent to which any factor, or a combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.
We undertake no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Our MD&A should be read in conjunction with the Consolidated Financial Statements and related Notes included in Item 1 of Part 1 of this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the fiscal year ended March 31, 2022 (including the information presented therein under Risk Factors), as well other publicly available information.
Overview
Air T, Inc. (the “Company,” “Air T,” “we” or “us”) 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 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 also comprises insignificant businesses and business interests 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 and Adjusted EBITDA.
Results of Operations
Impacts from Geopolitical, Macroeconomic, and COVID-19 Challenges
We continue to be exposed to macroeconomic pressures as a result of the lingering impacts of the COVID-19 pandemic, supply chain challenges, foreign currency fluctuations, and spikes in commodity prices as a result of geopolitical challenges, including the war in
26
Eastern Europe. We continue to navigate through these challenges with a sharp focus on and goal of safeguarding our employees, helping our customers and managing impacts on our supply chain.
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 during fiscal 2023. 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 condensed consolidated financial statements are reasonable and supportable based on the information available as of September 30, 2022; however, uncertainty over the ultimate direct and indirect impact COVID-19 will have on the global economy generally, and the Company’s businesses in particular, makes any estimates and assumptions as of September 30, 2022 inherently less certain than they would be absent the current and potential impacts of COVID-19.
The war in Eastern Europe and related sanctions imposed on Russia and related actors have resulted in interest rate acceleration and inflation, including, but not limited to, a significant increase in the price of commodities. We expect that these factors will continue to negatively impact our businesses at least in the short-term. The ultimate impact on our overall financial condition and operating results will depend on the currently unknowable duration and severity of these activities. We continue to evaluate the long-term impact that these may have on our business model, however there can be no assurance that the measures we have taken or will take will completely offset the negative impact.
Second Quarter Fiscal 2023 Compared to Second Quarter Fiscal 2022
Consolidated revenue for the three-month period ended September 30, 2022 increased by $17.5 million (40%) compared to the same quarter in the prior fiscal year.
Following is a table detailing revenue by segment, net of intercompany during the three months ended September 30, 2022 compared to the same quarter in the prior fiscal year (in thousands):
| Three Months Ended September 30, | Change | |||||||||||||||||||
| 2022 | 2021 | |||||||||||||||||||
| Overnight Air Cargo | $ | 22,069 | $ | 18,847 | $ | 3,222 | 17 | % | ||||||||||||
| Ground Equipment Sales | 18,019 | 9,189 | 8,830 | 96 | % | |||||||||||||||
| Commercial Jet Engines and Parts | 18,986 | 14,916 | 4,070 | 27 | % | |||||||||||||||
| Corporate and Other | 1,614 | 286 | 1,328 | 464 | % | |||||||||||||||
| $ | 60,688 | $ | 43,238 | $ | 17,450 | 40 | % | |||||||||||||
Revenues from the air cargo segment for the three-month period ended September 30, 2022 increased by $3.2 million (17%) compared to the second quarter of the prior fiscal year. The increase was principally attributable to higher administrative fees, maintenance labor and pass-through revenues from FedEx.
The ground equipment sales segment contributed approximately $18.0 million and $9.2 million to the Company’s revenues for the three-month periods ended September 30, 2022 and 2021 respectively, representing a $8.8 million (96%) increase in the current quarter. The increase was primarily driven by significantly higher commercial ultimate deicers sales this quarter compared to prior year comparable quarter. At September 30, 2022, the ground equipment sales segment’s order backlog was $21.1 million compared to $10.9 million at September 30, 2021.
The commercial jet engines and parts segment contributed $19.0 million of revenues in the quarter ended September 30, 2022 compared to $14.9 million in the comparable prior year quarter, which is an increase of $4.1 million (27%). The increase was primarily driven by higher component part sales across all companies within the segment in the current quarter compared to prior year comparable quarter.
Revenues from the corporate and other segment for the three-month period ended September 30, 2022 increased by $1.3 million (464%) compared to the second quarter of the prior fiscal year. The increase was primarily attributable to the acquisitions mentioned in Note 2 of the Notes to Condensed Consolidated Financial Statements of this report.
27
Following is a table detailing operating income (loss) by segment during the three months ended September 30, 2022 compared to the same quarter in the prior fiscal year (in thousands):
| Three Months Ended September 30, | Change | ||||||||||||||||
| 2022 | 2021 | ||||||||||||||||
| Overnight Air Cargo | $ | 845 | $ | 857 | $ | (12) | |||||||||||
| Ground Equipment Sales | 1,887 | 43 | 1,844 | ||||||||||||||
| Commercial Jet Engines and Parts | (204) | 1,902 | (2,106) | ||||||||||||||
| Corporate and Other | (2,349) | (2,098) | (251) | ||||||||||||||
| $ | 179 | $ | 704 | $ | (525) | ||||||||||||
Consolidated operating income for the quarter ended September 30, 2022 was $0.2 million, compared to an operating income of $0.7 million in the comparable quarter of the prior year.
The air cargo segment's operating income for the three-month period ended September 30, 2022 was relatively flat compared to the same quarter in the prior fiscal year. The increase in revenue discussed above was offset by the impairment of previously capitalized costs on a software project that was deemed no longer probable to be completed and placed in service.
The ground equipment sales segment's operating income for the quarter ended September 30, 2022 increased by $1.8 million from the prior year comparable quarter to $1.9 million. This increase was primarily attributable to the increased sales noted in the segment revenue discussion above.
The commercial jet engines and parts segment generated an operating loss of $0.2 million in the current-year quarter compared to an operating income of $1.9 million in the prior-year quarter. The change was primarily attributable to the sale of an airframe with higher profit margin in the prior-year quarter that did not recur in the current-year quarter. In addition, this segment incurred an inventory write-down of $1.0 million in the current quarter compared to none in the prior-year comparable quarter.
The corporate and other segment's operating loss for the three-month period ended September 30, 2022 was relatively flat compared to the same quarter in the prior fiscal year.
Following is a table detailing non-operating income (expense) during the three months ended September 30, 2022 compared to the same quarter in the prior fiscal year (in thousands):
| Three Months Ended September 30, | Change | ||||||||||||||||
| 2022 | 2021 | ||||||||||||||||
| Interest expense | (1,996) | (1,167) | $ | (829) | |||||||||||||
| Income from equity method investments | 266 | 14 | 252 | ||||||||||||||
| Gain on forgiveness of Paycheck Protection Program (“PPP”) loan | — | 8,331 | (8,331) | ||||||||||||||
| Other | (357) | 159 | (516) | ||||||||||||||
| $ | (2,087) | $ | 7,337 | $ | (9,424) | ||||||||||||
The Company had a net non-operating loss of $2.1 million during the quarter ended September 30, 2022, compared to net non-operating income of $7.3 million in the prior-year quarter. In the second quarter 2021, the Company recorded a $8.3 million gain recognized on the SBA's forgiveness of the Company's PPP loan. In the current-year quarter, the Company had higher interest expense due to having more outstanding TruPs shares and more indebtedness at Contrail compared to the prior-year quarter. In addition, the Company recorded a $0.2 million unrealized loss due to fair value adjustments on our marketable investments in the current year compared to the prior year's $0.3 million unrealized gain.
During the three-month period ended September 30, 2022, the Company recorded global income tax benefit of $0.6 million at an effective tax rate ("ETR") of 30.0%. The Company records income taxes using an estimated annual effective tax rate for interim reporting. The primary factors contributing to the difference between the federal statutory rate of 21.0% and the Company's effective tax rate for the three-month period ended September 30, 2022 were the change in valuation allowance related to Delphax, other capital losses, the estimated benefit for the exclusion of income for SAIC under Section 831(b), and the exclusion from the tax provision of the minority owned portion of the pretax income of Contrail.
During the three-month period ended September 30, 2021, the Company recorded $38.0 thousand in income tax expense at an ETR of 0.5%. The primary factors contributing to the difference between the federal statutory rate of 21.0% and the Company's effective tax
28
rate for the three-month period ended September 30, 2021 were the change in valuation allowance related to Delphax and other capital losses, the estimated benefit for the exclusion of income for SAIC under Section 831(b), the exclusion from the tax provision of the minority owned portion of the pretax income of Contrail, and the exclusion from taxable income of the PPP loan forgiveness income, as directed by the CARES Act enacted in 2020, and any accrued interest forgiven as a part of that Act.
First Six Months of Fiscal 2022 Compared to First Six Months of Fiscal 2021
Following is a table detailing revenue by segment (in thousands):
| Six Months Ended September 30, | Change | |||||||||||||||||||
| 2022 | 2021 | |||||||||||||||||||
| Overnight Air Cargo | $ | 42,633 | $ | 37,697 | $ | 4,936 | 13 | % | ||||||||||||
| Ground Equipment Sales | 23,834 | 17,371 | 6,463 | 37 | % | |||||||||||||||
| Commercial Jet Engines and Parts | 41,841 | 24,510 | 17,331 | 71 | % | |||||||||||||||
| Corporate and Other | 3,242 | 628 | 2,614 | 416 | % | |||||||||||||||
| $ | 111,550 | $ | 80,206 | $ | 31,344 | 39 | % | |||||||||||||
Revenues from the air cargo segment for the six months ended September 30, 2022 increased by $4.9 million (13%) compared to the six months ended September 30, 2021. The increase was principally attributable to increased administrative fees as well as higher pass-through revenue from FedEx as a result of increased business activity.
The ground equipment sales segment contributed approximately $23.8 million and $17.4 million to the Company’s revenues for the six-month periods ended September 30, 2022 and 2021 respectively, representing a $6.5 million (37%) increase in the current six-month period. The increase was primarily driven by significantly higher commercial ultimate deicers sales in the current year.
The commercial jet engines and parts segment contributed $41.8 million of revenues in the six months ended September 30, 2022 compared to $24.5 million in the comparable prior year six months. The increase was primarily driven by higher component part sales across all companies within the segment and engine sales at AirCo 1 that did not occur in the prior fiscal year.
Revenues from the corporate and other segment in the six months ended September 30, 2022 increased by $2.6 million (416%) compared to the six months ended September 30, 2021. The increase was primarily attributable to the acquisitions mentioned in Note 2 of the Notes to Condensed Consolidated Financial Statements of this report.
Following is a table detailing operating income (loss) by segment during the six months ended September 30, 2022 compared to the same six months in the prior fiscal year (in thousands):
| Six Months Ended September 30, | Change | ||||||||||||||||
| 2022 | 2021 | ||||||||||||||||
| Overnight Air Cargo | $ | 1,922 | $ | 1,589 | $ | 333 | |||||||||||
| Ground Equipment Sales | $ | 2,029 | $ | 1,465 | 564 | ||||||||||||
| Commercial Jet Engines and Parts | $ | 2,870 | $ | 1,664 | 1,206 | ||||||||||||
| Corporate and Other | (5,809) | (4,019) | (1,790) | ||||||||||||||
| $ | 1,012 | $ | 699 | $ | 313 | ||||||||||||
Consolidated operating income for the six months ended September 30, 2022 was $1.0 million compared to an operating income of $0.7 million for the comparable six months of the prior year.
Operating income for the air cargo segment for the six months ended September 30, 2022 increased by $0.3 million versus the prior year comparable period primarily due to the revenue increase noted above.
The ground equipment sales segment operating income increased by $0.6 million to $2.0 million in the six-month period ended September 30, 2022 versus the prior year comparable period. This increase was primarily attributable to the revenue increase noted above.
The commercial jet engines and parts segment generated an operating income of $2.9 million in the current-year six month period compared to an operating income of $1.7 million in the prior-year six-month period. The change was primarily attributable to the increased component sales as well as engine sales at AirCo 1 as explained in the segment revenue discussion above.
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The corporate and other segment's operating loss increased by $1.8 million to $5.8 million from the prior-year loss of $4.0 million primarily driven by higher benefits cost for the six months ended September 30, 2022.
Following is a table detailing non-operating income (loss) during the six months ended September 30, 2022 compared to the same six months in the prior fiscal year (in thousands):
| Six Months Ended September 30, | Change | ||||||||||||||||
| 2022 | 2021 | ||||||||||||||||
| Interest expense | (3,818) | (2,105) | $ | (1,713) | |||||||||||||
| Income from equity method investments | 798 | 97 | 701 | ||||||||||||||
| Gain on forgiveness of Paycheck Protection Program (“PPP”) loan | — | 8,331 | (8,331) | ||||||||||||||
| Other | (509) | 1,340 | (1,849) | ||||||||||||||
| (3,529) | 7,663 | $ | (11,192) | ||||||||||||||
The Company had a net non-operating loss of $3.5 million for the six months ended September 30, 2022 compared to a net non-operating income of $7.7 million in the prior-year six-month period. The decrease was primarily attributable to the $8.3 million gain recognized on the SBA's forgiveness of the Company's PPP loan and a $0.5 million gain on the liquidation of Delphax France, a subsidiary of Delphax Technologies, Inc. in the prior year. In the current year, the Company incurred $1.7 million higher interest expense due to having more outstanding TruPs shares and more indebtedness at Contrail. In addition, the Company recorded a $0.2 million unrealized loss due to fair value adjustments on our marketable investments in the current year compared to prior year's $0.6 million unrealized gain. The decrease was partially offset by $0.7 million higher net income from equity method investments in the current year compared to the prior year.
During the six-month period ended September 30, 2022, the Company recorded global income tax benefit of $0.4 million at an effective tax rate of 15.1%. The Company records income taxes using an estimated annual effective tax rate for interim reporting. The primary factors contributing to the difference between the federal statutory rate of 21% and the Company's effective tax rate for the six-month period ended September 30, 2022 were the change in valuation allowance related to Delphax and other capital losses, the estimated benefit for the exclusion of income for SAIC under Section 831(b), and the exclusion from the tax provision of the minority owned portion of the pretax income of Contrail.
During the six-month period ended September 30, 2021, the Company recorded $33.0 thousand in income tax benefit which resulted in an effective tax rate of 0.4%. The primary factors contributing to the difference between the federal statutory rate of 21.0% and the Company's effective tax rate for the six-month period ended September 30, 2021 were the changes in valuation allowance related to Delphax, the estimated benefit for the exclusion of income for SAIC under Section 831(b), the exclusion from the tax provision of the minority owned portion of the pretax income of Contrail, the exclusion from taxable income of the PPP loan forgiveness income, as directed by the CARES Act enacted in 2020, and any accrued interest forgiven as a part of that Act.
Critical Accounting Policies and Estimates
The Company’s significant accounting policies are fully described in Note 1 to the condensed consolidated financial statements and in the notes to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended March 31, 2022. The preparation of the Company’s condensed 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. There were no significant changes to the Company’s critical accounting policies and estimates during the three-months ended September 30, 2022.
Seasonality
The ground equipment sales segment business has historically been seasonal, with the revenues and operating income typically being lower in the first and fourth fiscal quarters as commercial deicers are typically delivered prior to the winter season. Other segments have typically not experienced material seasonal trends.
Supply Chain and Inflation
The Company continues to monitor a wide range of health, safety, and regulatory matters related to the COVID-19 pandemic including its impact on our business operations. In particular, 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 workforce shortages and increasing inflation which has created a competitive wage environment. Thus far, the direct impact of these
30
items on our businesses has not been material. 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.
Liquidity and Capital Resources
As of September 30, 2022, the Company held approximately $9.5 million in cash and cash equivalents and restricted cash, $2.0 million of which related to restricted cash collateralized held for three opportunity zone investments made by the Company - Air T OZ 1, LLC, Air T OZ 2, LLC, and Air T OZ 3, LLC (the "Opportunity Zone Funds"), each a Minnesota limited liability company and a subsidiary of the Company. The Company also held $1.6 million in restricted investments held as statutory reserve of SAIC. The Company has approximately $0.8 million of marketable securities and an aggregate of approximately $19.0 million in available funds under its lines of credit as of September 30, 2022.
As of September 30, 2022, the Company’s working capital amounted to $73.4 million, a decrease of $24.0 million compared to March 31, 2022 primarily driven by the increase in current portion of long-term debt as the revolving lines of credit at Air T with MBT and Contrail with ONB become due within a year.
As mentioned in Note 12 of Notes to condensed Consolidated Financial Statements included under Part I, Item 1 of this report, 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 related 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. As of September 30, 2022, the unused commitment of the Overline Note was $4.1 million and no unused commitment on the MBT Revolver. 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.
As mentioned in Note 9 and Note 12 of Notes to Condensed Consolidated Financial Statements of this report, on September 30, 2022, the Company executed a promissory note payable to CCI for $2.0 million that bears interest at 10% per annum and matures on December 30, 2022. The note may be prepaid at any time without penalty. The note is subordinate and junior to any and all indebtedness of the Company to MBT.
As mentioned in Note 15 of Notes to Condensed Consolidated Financial Statements included under Part I, Item 1 of this Report on Form 10-Q, in 2016, Contrail entered into an Operating Agreement with the Seller providing for the put and call options with regard to the 21% non-controlling interest retained by the Seller. The Seller is the founder of Contrail and its current Chief Executive Officer. The Put/Call Option permits the Seller or the Company to require Contrail Aviation to purchase all of the Seller’s equity membership interests in Contrail Aviation commencing on July 18, 2021. As of the date of this filing, neither the Seller nor the Company 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 it would fund any required payment from cash provided by operations.
As mentioned in Note 15 of Notes to condensed Consolidated Financial Statements included under Part I, Item 1 of this report, on May 5, 2021, the Company formed an aircraft asset management business called CAM and an aircraft capital joint venture called CJVII. The 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 Aviation’s origination and asset management expertise. 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. 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 September 30, 2022, CAM's remaining capital commitments are approximately $0.8 million from the Company and $17.3 million from MRC. CJVII was initially 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 date of this filing, $104.4 million of capital has been deployed to CJVII. The timing of the remaining capital commitment is not yet known at this time.
The revolving lines of credit at Air T with MBT and Contrail with ONB have a due date or expire within the next twelve months. We are currently seeking to refinance these obligations prior to their respective maturity dates; however, there is no assurance that we will be able to execute this refinancing or, if we are able to refinance these obligations, that the terms of such refinancing would be as favorable as the terms of our existing credit facility.
The Company believes it is probable that the cash on hand and current financings, net cash provided by operations from its remaining operating segments, together with amounts available under our current revolving lines of credit, as amended, 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.
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Cash Flows
Following is a table of changes in cash flow for the six months ended September 30, 2022 and 2021 (in thousands):
| Six Months Ended September 30, | |||||||||||
| 2022 | 2021 | ||||||||||
| Net Cash Used in Operating Activities | (13,946) | (22,753) | |||||||||
| Net Cash Used in Investing Activities | (1,776) | (2,376) | |||||||||
| Net Cash Provided by Financing Activities | 16,757 | 15,425 | |||||||||
| Effect of foreign currency exchange rates on cash and cash equivalents | 62 | 51 | |||||||||
| Net Increase (Decrease) in Cash and Cash Equivalents and Restricted Cash | 1,097 | (9,653) | |||||||||
Net cash used in operating activities was $13.9 million for the six-month period ended September 30, 2022 compared to net cash used in operating activities of $22.8 million in the prior year six-month period, resulting in an overall decrease of $8.9 million period over period. The change in net cash used in operating activities was primarily driven by a net increase in cash provided by receivables of $7.7 million due to increased sales in the current period and lower payables and accrued expenses of $5.0 million, mostly attributable to timing of payroll, bonus, and health insurance payments. Those changes are partially offset by a $4.0 million net increase in cash used to purchase inventories at Contrail and AirCo.
Net cash used in investing activities for the six-month period ended September 30, 2022 was $1.8 million compared to net cash used in investing activities of $2.4 million in the prior-year period. The decrease in cash usage in investing activities was primarily driven by higher distributions received from equity method investments and less cash spent on purchases of intangible assets in the current year compared to the prior year.
Net cash provided by financing activities for the six-month period ended September 30, 2022 was $16.8 million compared to net cash provided by financing activities of $15.4 million in the prior-year period. The increase was primarily driven by higher net cash proceeds from the Company's term loans and revolving lines of credit, partially offset by issuance of TruPs in the prior quarter that did not recur in the current quarter.
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 $0.4 million and $18.0 thousand for the three months ended September 30, 2022 and 2021, respectively.
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), the most directly comparable amounts reported under GAAP.
The tables below provide a reconciliation of operating income (loss) to Adjusted EBITDA for the three and six months ended September 30, 2022 and 2021 (in thousands):
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| Three months ended | Six months ended | ||||||||||||||||||||||
| 9/30/2022 | 9/30/2021 | 9/30/2022 | 9/30/2021 | ||||||||||||||||||||
| Operating income | $ | 179 | $ | 704 | $ | 1,012 | $ | 699 | |||||||||||||||
| Depreciation and amortization (excluding leased engines depreciation) | 645 | 304 | 1,252 | 584 | |||||||||||||||||||
| Asset impairment, restructuring or impairment charges | 1,488 | — | 1,536 | — | |||||||||||||||||||
| (Gain) Loss on disposition of assets | (1) | — | (2) | 3 | |||||||||||||||||||
| Security expenses | 19 | 60 | 34 | 65 | |||||||||||||||||||
| Adjusted EBITDA | $ | 2,330 | $ | 1,068 | $ | 3,832 | $ | 1,351 | |||||||||||||||
Included in the asset impairment, restructuring or impairment charges for the three months ended September 30, 2022 was a write-down of $1.0 million on the commercial jet engines and parts segment's inventory. Also included in that number is an impairment charge of $0.3 million related to previously capitalized costs on a software project that was deemed no longer probable to be completed and placed in service.
The table below provides Adjusted EBITDA by segment for the three and six months ended September 30, 2022 and 2021 (in thousands):
| Three months ended | Six months ended | ||||||||||||||||||||||
| 9/30/2022 | 9/30/2021 | 9/30/2022 | 9/30/2021 | ||||||||||||||||||||
| Overnight Air Cargo | $ | 1,204 | $ | 871 | $ | 2,300 | $ | 1,617 | |||||||||||||||
| Ground Equipment Sales | 1,933 | 74 | 2,124 | 1,531 | |||||||||||||||||||
| Commercial Jet Engines and Parts | 979 | 2,098 | 4,248 | 2,024 | |||||||||||||||||||
| Corporate and Other | (1,786) | (1,975) | (4,840) | (3,821) | |||||||||||||||||||
| Adjusted EBITDA | $ | 2,330 | $ | 1,068 | $ | 3,832 | $ | 1,351 | |||||||||||||||
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The Company is exposed to various risks, including interest rate risk. As interest rates have increased, are projected to increase and can be volatile, the Company has designated a risk management policy which permits the use of derivative instruments to provide protection against rising interest rates on variable rate debt. See Note 8 of Notes to Condensed Consolidated Financial Statements included under Part I, Item 1 of this Report on Form 10-Q for further discussion on the Company’s use of such derivative instruments.
Item 4. Controls and Procedures
Our Chief Executive Officer and Chief Financial Officer, referred to collectively herein as the Certifying Officers, are responsible for establishing and maintaining our disclosure controls and procedures. 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 September 30, 2022. Based on that review and evaluation, which included inquiries made to certain other employees of the Company, the Certifying Officers have concluded that the Company’s current disclosure controls and procedures, as designed and implemented, are effective in ensuring 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 Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. It should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving the stated goals under all potential future conditions, regardless of how remote.
There has not been any change in the Company’s internal control over financial reporting in connection with the evaluation required by Rule 13a-15(d) under the Exchange Act that occurred during the quarter ended September 30, 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II -- OTHER INFORMATION
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(a)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 in June 2019) shares 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.
Purchases during the quarter ended September 30, 2022 are described below:
| 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 | ||||||||||||||||||||||
| July 1 - July 31, 2022 | — | $ | — | 188,745 | 923,507 | |||||||||||||||||||||
| August 1 - August 31, 2022 | 2,261 | $ | 17.18 | 191,006 | 921,246 | |||||||||||||||||||||
| September 1 - September 30, 2022 | 17,159 | $ | 18.17 | 208,165 | 904,087 | |||||||||||||||||||||
| 19,420 | ||||||||||||||||||||||||||
Item 5. Other information
(a) Other Information
Item 1.01 Entry into a Material Definitive Agreement
On November 8, 2022, Contrail entered into the Second Amendment to Master Loan Agreement with ONB. The Amendment amends the Master Loan Agreement dated as of June 24, 2019, as amended.
The principal revisions made in the Amendment are: (i) the tangible net worth covenant was revised to require that Contrail maintain a tangible net worth of at least $12.0 million at all times prior to March 31, 2024 and $15.0 million at all times on or following March 31, 2024; and, (ii) that all proceeds from certain asset sales during the period beginning on October 1, 2022 and ending on March 31, 2023 be applied as prepayments on Term Loan G. The effectiveness of the Amendment is conditioned on Contrail executing a Collateral Assignment of two Aircraft Engine Lease Agreements. The form of Collateral Assignment is attached as an exhibit to the Amendment.
The foregoing summary of the terms of the Amendment is qualified in its entirety by reference to the form of Second Amendment to Master Loan Agreement with Exhibit filed as Exhibit 10.2 herewith, which is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
To the extent required by Item 2.03 of Form 8-K, the information contained in Item 1.01 is incorporated by reference into this Item 2.03.
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Item 6. Exhibits
(a) Exhibits
| No. | Description | ||||
| 10.1 | |||||
| 10.2 | |||||
| 31.1 | |||||
| 31.2 | |||||
| 32.1 | |||||
| 101 | The following financial information from the Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, formatted in XBRL (Extensible Business Reporting Language): (i) Condensed Consolidated Statements of Income, (ii) the Condensed Consolidated Balance Sheets, (iii) the Condensed Consolidated Statements of Cash Flows, (iv) the Condensed Consolidated Statements of Stockholders Equity, and (v) the Notes to the Condensed Consolidated Financial Statements. | ||||
* Portions of this exhibit have been omitted for confidential treatment.
35
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. | ||||||||
| Date: November 10, 2022 | ||||||||
| /s/ Nick Swenson | ||||||||
| Nick Swenson, Chief Executive Officer and Director | ||||||||
| /s/ Brian Ochocki | ||||||||
| Brian Ochocki, Chief Financial Officer | ||||||||
36
SECOND AMENDMENT TO MASTER LOAN AGREEMENT
THIS SECOND AMENDMENT TO MASTER LOAN AGREEMENT (this “Second Amendment”) is entered into as of the 8th day of November, 2022, by and between CONTRAIL AVIATION SUPPORT, LLC (“CAS”), Contrail Aviation Leasing, LLC (“CAL,” and together with CAS, collectively, the “Borrowers”) and OLD NATIONAL BANK (the “Lender, and together with CAS and CAL, collectively the “Parties”) and amends that certain Master Loan Agreement dated as of June 24, 2019, as amended by the First Amendment to Master Loan Agreement dated November 24, 2020, by and among the Parties (collectively, the “Master Loan Agreement”).
RECITALS
The Parties are parties to the Master Loan Agreement.
The Parties desire to amend the Master Loan Agreement as provided below.
AGREEMENT
In consideration of the recitals, the promises and agreements set forth in the Master Loan Agreement, as amended hereby, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
1.DEFINITIONS AND REFERENCES.
Capitalized terms not otherwise defined herein have the meanings assigned in the Master Loan Agreement. All references to the Master Loan Agreement contained in the Master Loan Agreement, Collateral Documents and the other Loan Documents shall mean the Master Loan Agreement as amended by this Second Amendment.
2.WAIVER OF REQUIREMENT FOR, AND RELEASE OF COLLATERAL ASSIGNMENT OF LIFE INSURANCE.
Notwithstanding anything to the contrary contained in the Master Loan Agreement, Collateral Documents, Guaranty Agreement or any other Loan Document, upon the Effective Date (as defined below), there shall no longer be a requirement that Borrowers or Guarantor provide Lender with a Collateral Assignment of Life Insurance on Joseph Kuhn’s life in any amount, and that Section 5.1(c)(i) of the Master Loan Agreement is hereby, upon the Effective Date, amended by removing the phrase “the Assignment of Life Insurance Policy as Collateral dated May 5, 2017, duly executed by Kuhn” therefrom. Lender shall execute any and all documents and take any and all actions that Borrowers or Kuhn reasonably deem necessary for Lender to waive and release any Collateral Assignment of Life Insurance Policy existing and provided to comply with Section 5.1(c)(i) of the Master Loan Agreement.
3.CONFIRMATION AND CLARIFICATION OF EXCLUSION OF CERTAIN GAINS AND LOSSES FROM DEFINITION OF “NET INCOME.”
It is anticipated that during the period beginning October 1, 2022 and ending March 31, 2023, Borrowers intend to sell certain assets and utilize the proceeds therefrom to prepay certain of the Obligations. Notwithstanding anything to the contrary contained in the Master Loan Agreement, or any other Loan Document, the calculation of Net Income for any period shall exclude any gain or loss attributable to the sale of assets listed on Borrowers’ balance sheet in the “Assets Held For Sale” account if such sale is
{B1262366.2 }
consummated during the period beginning on October 1, 2022 and ending on March 31, 2023 (provided that the amount of losses will include any write down for such asset booked in the Borrowers’ “Whole Asset Write Down” account during the period beginning on September 30, 2022 and ending on March 31, 2023), if and only if the net proceeds of such sales are applied to Term Loan G as a voluntary prepayment of Term Loan G. To further give effect to this clarification and confirmation of the treatment of gains or losses attributable to the sale of such assets during such period, the definition of Net Income found in Section 2.1 of the Master Loan Agreement is hereby amended and supplemented by adding the following to the end of that definition: “and also excluding any gain or loss attributable to the sale of any assets listed on Borrowers’ balance sheet in either the “Assets Held For Sale” account if such sale is consummated during the period beginning October 1, 2022 and ending on March 31, 2023 (provided that the amount of losses will include any write down for such asset booked in the Borrowers’ “Whole Asset Write Down” account during the period beginning on September 30, 2022 and ending on March 31, 2023), if and only if the net proceeds of such sales are applied to Term Loan G as a voluntary prepayment of Term Loan G.”
4.AMENDMENT REVISING DEFINITION OF "TANGIBLE NET WORTH" AND RESETTING TANGIBLE NET WORTH COVENANT.
Notwithstanding anything to the contrary contained in the Master Loan Agreement, any Supplement thereto (including, but not limited to the Fourth Amendment to Supplement #2 to Master Loan Agreement dated September 2, 2021), Collateral Documents, Guaranty Agreements or any other Loan Document, from and after the date hereof, Borrowers shall maintain a Tangible Net Worth of at least:
(i) $12,000,000 at all times prior to March 31, 2024; and (ii) $15,000,000 at all times on or following March 31, 2024. Lender may determine compliance with this Tangible Net Worth covenant at any time.
Section 4(b) of the Fourth Amendment to Supplement #2 to Master Loan Agreement and any other Supplement or amendment to the Master Loan Agreement which sets forth a Tangible Net Worth requirement contrary to the foregoing are hereby deleted in their entirety and replaced with the foregoing.
5.PREPAYMENT OF TERM LOAN G.
Notwithstanding anything to the contrary contained in the Master Loan Agreement, any Supplement thereto, Collateral Documents, Guaranty Agreements or any other Loan Document, and specifically including Term Note G, during the period beginning with October 1, 2022 and ending on March 31, 2023, Borrowers shall apply all net proceeds of any sale of assets described in Section 3 above as prepayments on Term Loan G.
6.EFFECTIVENESS OF THIS SECOND AMENDMENT.
This Second Amendment shall become effective only upon execution of this Second Amendment by all parties hereto and CAS’s execution and delivery to Lender of a Collateral Assignment of Aircraft Engine Lease Agreements identical to that attached hereto as Exhibit A, which CAS shall do concurrently with the execution of this Second Amendment. The date upon which this Second Amendment becomes effective is referred to herein as the “Effective Date.”
{B1262366.2 } 2
7.NO WAIVER.
Nothing contained herein shall be construed as a waiver by Lender of: (a) any of its rights and remedies under the Master Loan Agreement, the Loan Documents, at law or in equity; or (b) Borrowers’ continued compliance with each representation, warranty, covenant and provision of the Master Loan Agreement and the other Loan Documents. Borrowers acknowledge and agree that no waiver of any provision of the Master Loan Agreement or the other Loan Documents by Lender has occurred and that nothing contained herein shall impair the right of Lender to require strict performance by Borrowers of the Master Loan Agreement and the other Loan Documents. Further, Borrowers acknowledge and agree that no delay by Lender in exercising any right, power or privilege under the Master Loan Agreement or any other Loan Document shall operate as a waiver thereof, and no single or partial exercise of any right, power or privilege thereunder shall preclude other or further exercise thereof or the exercise of any other right, power or privilege.
8.REPRESENTATIONS AND WARRANTIES.
Borrowers represent and warrant to Lender that:
(a)The execution and delivery of this Second Amendment is within its power and authority, has been duly authorized by all proper action on the part of Borrowers, is not in violation of any existing law, rule or regulation of any governmental agency or authority, any order or decision of any court, the organizational documents of Borrowers or the terms of any agreement, restriction or undertaking to which either Borrower is a party or by which it is bound, and do not require the approval or consent of any governmental body, agency or authority or any other person or entity other than those consents and approvals in full force and effect.
(b)This Second Amendment has been duly executed and delivered by Borrowers and constitutes a legal, valid and binding obligation of each Borrower, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.
(c)The representations and warranties contained in the Master Loan Agreement are correct and complete as of the date of this Second Amendment (except to the extent such representation or warranty relates to a stated earlier date in which case it shall continue to be true and correct as of such date), and no condition or event exists or act has occurred that, with or without the giving of notice or the passage of time, would constitute a Default or an Event of Default under the Master Loan Agreement.
9.MISCELLANEOUS.
(d)Expenses and Fees. Borrowers agree to pay on demand all reasonable out-of-pocket costs and expenses paid or incurred by Lender in connection with the negotiation, preparation, execution and delivery of this Second Amendment, and all amendments, forms, certificates agreements, documents and instruments related hereto and thereto, including the reasonable fees and expenses of Lender’s outside counsel.
(e)Amendments and Waivers. This Second Amendment may not be changed or amended orally, and no waiver hereunder may be oral, but any change or
{B1262366.2 } 3
amendment hereto or any waiver hereunder must be in writing and signed by the party or parties against whom such change, amendment or waiver is sought to be enforced.
(f)Headings. The headings in this Second Amendment are intended solely for convenience of reference and shall be given no effect in the construction or interpretation of this Second Amendment.
(g)Affirmation. Each Party hereto affirms and acknowledges that the Master Loan Agreement as amended by this Second Amendment remains in full force and effect in accordance with its terms, as amended hereby.
(h)Counterparts. This Second Amendment may be executed in one or more counterparts, each of which shall constitute an original, but all of which when taken together shall constitute but one and the same instrument. Delivery of an executed counterpart hereto by facsimile or by electronic transmission of a portable document file (PDF or similar file) shall be as effective as delivery of a manually executed counterpart signature page hereto.
[remainder of page intentionally left blank; signature page follows]
{B1262366.2 } 4
IN WITNESS WHEREOF, the Parties have executed this Second Amendment as of the day and year first above written.
BORROWERS: LENDER:
CONTRAIL AVIATION SUPPORT, LLC OLD NATIONAL BANK
By: /s/ Joseph Kuhn By: /s/ Tommy Olson
Joseph Kuhn Tommy Olson
Its: CEO Its: SVP
CONTRAIL AVIATION LEASING, LLC
By: /s/ Joseph Kuhn
Joseph Kuhn
Its: CEO
{B1262366.2 } [Signature Page to Second Amendment to Master Loan Agreement]
EXHIBIT A
Form of Collateral Assignment of Aircraft Engine Lease Agreements
(see attached)
{B1262366.2 }
COLLATERAL ASSIGNMENT OF AIRCRAFT ENGINE LEASE AGREEMENTS
This Assignment is made as of the 8th day of November, 2022, by and between Old National Bank (“Lender”), Contrail Aviation Support, LLC (“Borrower”).
RECITALS
A. Lender has made certain loans to Borrower including, without limitation, loans and/or advances of funds under a Master Loan Agreement effective as of June 24, 2019 and other Notes and Securities Agreements relating thereto (collectively, “Loan Documents”). Said Loan Documents heretofore executed include a Security Agreement effective March 1, 2021 pledging as collateral for repayment of the debt evidenced by the Loan Documents all of the therein-named Borrowers’ interests in certain aircraft engines, namely, two CFM International model CFM56-5B2/P engines with serial numbers of 779156 and 779161 (the “Engines”), which Security Agreement has been heretofore registered with the International Registry established by the Capetown Convention on International Interests in Mobile Equipment;
B. Borrower entered into Lease Agreements with Aeroholdings Manage Limited (“Lessee”) for the Engines dated April 11, 2022, annexed hereto as Exhibits 1 and 2;
C. To further secure Lender as to Borrower’s debt under the Loan Documents, and as permitted by the Loan Documents, Lender has requested and Borrower has agreed to enter into this Assignment by which Borrower’s interest in the Lease Agreements and all proceeds thereof shall be assigned to Lender subject to the terms and conditions of this Assignment.
NOW, THEREFORE, in consideration of the foregoing Recitals and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1.As additional security for the debt evidenced by the Loan Documents, Borrower hereby transfers and assigns all of its right, title and interest in and to the above-identified Lease Agreements and all payments and other proceeds of any kind or character due thereunder or resulting therefrom, and all rights of Lessor arising pursuant thereto (collectively, “Collateral”), as an absolute and present assignment of said Collateral.
2.No material modification or amendment of the Lease shall occur or be effective without the prior written consent of Lender.
3.Except as provided in the Lease Agreements, and except with regard to receipt of rents which may be received and applied to Borrower’s debt balances pursuant to the Loan Documents, Lender will not take possession of the Engines or otherwise assume Borrower’s position as Lessor under the Lease Agreements until and unless there is a default by Borrower under the Loan Documents or a termination, cancellation, rescission or expiration of the Borrower’s rights, or a default by Borrower, under the Loan Documents. In such event(s), the Lender (or its designee) may (but has no obligation to) take possession of the Engines and Collateral and assume the Borrower’s rights under the Lease Agreements, and, in such event, Borrower will have no further right, title or interest in or under the Lease Agreements or to the Engines, all such rights thereby passing to the Lender or its designee. Borrower will fully cooperate therewith and do all acts necessary or appropriate thereto. Lender will have no liabilities or obligations of any kind arising from, or in connection with, this Assignment, the Lease Agreements, the Engines, the Collateral, or otherwise until and unless the Lender takes possession of the Engines and/or Collateral pursuant to this Assignment and, in any event, the Lender will only be responsible for those obligations accruing with respect to the Lease
Collateral Assignment of Lease Agreements – Page 1
Agreements after the date of such express assumption. Upon taking possession of the Property, Lender shall be obligated from that date forward to perform all of the duties and obligations of Borrower under the Lease Agreements. Lender shall notify Lessee, in writing, within five (5) days of taking possession of the Property that it has taken such possession.
4.The Borrower will not permit any surrender, termination, amendment or modification of the Lease Agreements and will elect and exercise all options to extend the term of or renew, or assume in bankruptcy, the Lease Agreements not less than thirty (30) days prior to the last day that said rights must be exercised. If the Borrower does not do so, Lender may to the extent consistent with the United States Bankruptcy Code (but has no obligation to) do such acts for the account of Borrower and without any liability or obligation of the Lender. Failure of the Lender to exercise any remedy hereunder shall not be a waiver of any of its rights. The rights and remedies of the Lender under this Assignment are in addition to those which the Lender has under the Lease Agreements or otherwise. This Assignment shall bind and benefit Lender and Borrower, and their respective successors and assigns. With respect to Lender and Borrower, the dispute resolution provisions (including, but not limited to, mediation, binding arbitration, waiver of jury trial and limitation of damages) of the Loan Documents shall apply to this Assignment, and/or any matter related in any way to it, but the Lender may, in any event and at its option, proceed with any action in court for possession of the Engines, Collateral and any related remedies. If there is more than one Borrower, their obligations are joint and several. As between Lessee and Lender and/or Borrower, the dispute resolution provisions of the Lease Agreements shall apply. The Notice provisions of the Loan Documents shall apply to any notice required by this Assignment. This Assignment may be executed in one or more counterparts, each of which when so executed shall be deemed to be an original, but all of which when taken together shall constitute one and the same instrument. If any portion or portions of this Assignment shall be held invalid or inoperative, then all of the remaining portions shall remain in full force and effect, and, so far as is reasonable and possible, effect shall be given to the intent manifested by the portion or portions held to be invalid or inoperative.
5.Lender shall be entitled to record financing statement(s) on form UCC-1 or otherwise to record the rights established by this Assignment.
[Signatures on following page]
Collateral Assignment of Lease Agreements – Page 2
IN WITNESS WHEREOF, the parties hereto have executed this Assignment as of the month, day and year first written above.
LENDER:
Old National Bank
By: ___/s/ Tommy Olson_________________
Tommy Olson, Senior Vice President, WI
Corporate Banking Executive
Address: 25 W. Main Street, Suite 200
Madison, WI 53703
BORROWER:
Contrail Aviation Support, LLC
By ____/s/ Joseph Kuhn________________
Joseph G. Kuhn, CEO
Address: 435 Investment Court
Verona, WI 53593
ACKNOWLEDGMENT
STATE OF )
) ss.
COUNTY OF )
This Collateral Assignment of Lease Agreements was acknowledged before me on October ___, 2022 by Joseph G. Kuhn, as CEO of Contrail Aviation Support, LLC.
(Print name)
Notary Public, State of
My Commission (Expires) (Is)
Collateral Assignment of Lease Agreements
Exhibit 31.1
SECTION 302 CERTIFICATION
I, Nick Swenson, certify that:
1.I have reviewed this Form 10-Q of Air T, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(a)Designed such internal controls over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
(b)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(c)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: November 10, 2022 | |||||||||||
| /s/ Nick Swenson | |||||||||||
| Nick Swenson Chief Executive Officer | |||||||||||
Exhibit 31.2
SECTION 302 CERTIFICATION
I, Brian Ochocki, certify that:
1.I have reviewed this Form 10-Q of Air T, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal controls over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: November 10, 2022 | |||||||||||
| /s/ Brian Ochocki | |||||||||||
| Brian Ochocki Chief Financial Officer | |||||||||||
Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Air T, Inc. (the "Company") Quarterly Report on Form 10-Q for the period ended September 30, 2022 as filed with the United States Securities and Exchange Commission on the date hereof (the "Report"), I, Nick Swenson, Chief Executive Officer, and Brian Ochocki, Chief Financial Officer of the Company, each certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
| Date: November 10, 2022 | |||||||||||
| /s/ Nick Swenson | |||||||||||
| Nick Swenson, Chief Executive Officer | |||||||||||
| (Principal Executive Officer) | |||||||||||
| /s/ Brian Ochocki | |||||||||||
| Brian Ochocki, Chief Financial Officer | |||||||||||
| (Principal Financial Officer and Principal Accounting Officer) | |||||||||||