Air T Inc 10-Q for FY2026 Q2
Air T Inc (AIRT)
10-Q
2025-11-12
For: 2025-09-30
View Original
Added on
April 09, 2026
About this 10-Q
Air T Inc filed this 10-Q on November 12, 2025, covering the quarter ended September 30, 2025 (FY2026 Q2).
Headline figures
Quarter ended September 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $64.15M
- down 21.0% from $81.24M a year earlier
- Net income
- $4.36M
- up 72.8% from net income of $2.52M a year earlier
- Diluted EPS
- $1.61
- up 76.9% from $0.91 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)
(980 ) 595 – 2840
(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 | ||||||
*Issued by Air T Funding | ||||||||
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, 2025 | |||||
AIR T, INC. AND SUBSIDIARIES
QUARTERLY REPORT ON FORM 10-Q
TABLE OF CONTENTS
| Page | ||||||||
PART I | ||||||||
Condensed Consolidated Statements of Income (Unaudited) For The Three and Six Months Ended September 30, 2025 and 2024 | ||||||||
Condensed Consolidated Statements of Comprehensive Income (Unaudited) For The Three and Six Months Ended September 30, 2025 and 2024 | ||||||||
Condensed Consolidated Balance Sheets (Unaudited) as of September 30, 2025 and March 31, 2025 | ||||||||
Condensed Consolidated Statements of Cash Flows (Unaudited) For The Six Months Ended September 30, 2025 and 2024 | ||||||||
Condensed Consolidated Statements of Equity (Deficit) (Unaudited) For The Six Months Ended September 30, 2025 and 2024 | ||||||||
| Item 3. | ||||||||
| Item 5. | ||||||||
| Exhibit Index | ||||||||
| Certifications | ||||||||
| Interactive Data Files | ||||||||
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Item 1. Financial Statements
AIR T, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
| (In thousands, except per share data) | Three Months Ended September 30, | Six Months Ended September 30, | |||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Operating Revenues: | |||||||||||||||||||||||
| Overnight air cargo | $ | $ | $ | $ | |||||||||||||||||||
| Ground support equipment | |||||||||||||||||||||||
| Commercial aircraft, engines and parts | |||||||||||||||||||||||
| Digital solutions | |||||||||||||||||||||||
| Corporate and other | |||||||||||||||||||||||
| Operating Expenses: | |||||||||||||||||||||||
| Overnight air cargo | |||||||||||||||||||||||
| Ground support equipment | |||||||||||||||||||||||
| Commercial aircraft, engines and parts | |||||||||||||||||||||||
| Digital solutions | |||||||||||||||||||||||
| Corporate and other | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Earnout remeasurement | ( | ( | |||||||||||||||||||||
| Gain on sale of aircraft (Note 11) | |||||||||||||||||||||||
| Operating Income | |||||||||||||||||||||||
| Non-operating (Expense) Income: | |||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Income from equity method investments | |||||||||||||||||||||||
| Other | ( | ( | |||||||||||||||||||||
| ( | |||||||||||||||||||||||
| Income before income taxes | |||||||||||||||||||||||
| Income Tax Expense | |||||||||||||||||||||||
| Net Income | |||||||||||||||||||||||
| Net Income Attributable to Non-controlling Interests | ( | ( | ( | ( | |||||||||||||||||||
| Net Income Attributable to Air T, Inc. Stockholders | $ | $ | $ | $ | |||||||||||||||||||
| Income per share (Note 6) | |||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||
| Diluted | $ | $ | $ | $ | |||||||||||||||||||
4
| Weighted Average Shares Outstanding: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
See notes to condensed consolidated financial statements.
5
AIR T, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
| Three Months Ended September 30, | Six Months Ended September 30, | ||||||||||||||||||||||
| (In Thousands) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Net Income | $ | $ | $ | $ | |||||||||||||||||||
| Foreign currency translation gain | |||||||||||||||||||||||
| Reclassification of interest rate swaps into earnings | ( | ( | |||||||||||||||||||||
| Unrealized loss on interest rate swaps | ( | ( | |||||||||||||||||||||
| Redemption of non-controlling interest | |||||||||||||||||||||||
| Other | ( | ( | ( | ||||||||||||||||||||
| Total Other Comprehensive Gain | |||||||||||||||||||||||
| Total Comprehensive Income | |||||||||||||||||||||||
| Comprehensive Income Attributable to Non-controlling Interests | ( | ( | ( | ( | |||||||||||||||||||
| Comprehensive Income Attributable to Air T, Inc. Stockholders | $ | $ | $ | $ | |||||||||||||||||||
See notes to condensed consolidated financial statements.
6
AIR T, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
| (In thousands, except share amounts) | September 30, 2025 | March 31, 2025 | |||||||||
| 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 | |||||||||||
| Prepaid expenses | |||||||||||
| Other current assets | |||||||||||
| Total Current Assets | |||||||||||
| Notes Receivable - Lendway, Inc. ("Lendway") | |||||||||||
| Notes Receivable - Crestone Asset Management, LLC ("CAM") | |||||||||||
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 | |||||||||||
| Other assets | |||||||||||
| Goodwill | |||||||||||
| 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 | |||||||||||
| Current portion of long-term debt - related party (Note 13) | |||||||||||
| Current portion of earnout liability | |||||||||||
| Short-term lease liability | |||||||||||
| Total Current Liabilities | |||||||||||
| Long-term debt | |||||||||||
| Long-term debt - related party (Note 13) | |||||||||||
| Deferred income tax liabilities, net | |||||||||||
| Long-term lease liability | |||||||||||
| Long-term earnout liability | |||||||||||
| Other non-current liabilities | |||||||||||
| Total Liabilities | |||||||||||
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| Redeemable non-controlling interests | |||||||||||
| Commitments and contingencies (Note 18) | |||||||||||
| Equity (Deficit): | |||||||||||
| Air T, Inc. Stockholders' Equity (Deficit): | |||||||||||
Preferred stock, $ | |||||||||||
Common stock, $ | |||||||||||
Treasury stock, | ( | ( | |||||||||
| Additional paid-in capital | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Total Air T, Inc. Stockholders' Equity (Deficit) | ( | ||||||||||
| Non-controlling Interests | ( | ||||||||||
| Total Equity (Deficit) | ( | ( | |||||||||
| Total Liabilities and Equity | $ | $ | |||||||||
See notes to condensed consolidated financial statements.
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AIR T, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| (In Thousands) | Six Months Ended September 30, | ||||||||||
| 2025 | 2024 | ||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||||||
| Net Income | $ | $ | |||||||||
| Adjustments to reconcile Net Income to net cash (used in) provided by operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Income from equity method investments | ( | ( | |||||||||
| Gain on sale of aircraft | ( | ||||||||||
| Other | ( | ||||||||||
| Change in operating assets and liabilities: | |||||||||||
| Accounts receivable | ( | ||||||||||
| Inventories | ( | ||||||||||
| Accounts payable | ( | ||||||||||
| Accrued expenses | ( | ||||||||||
| Other current assets | ( | ( | |||||||||
| Other | |||||||||||
| Net cash (used in) provided by operating activities | ( | ||||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||||
| Investment in unconsolidated entities | ( | ||||||||||
| Distribution from unconsolidated entities | |||||||||||
| Capital expenditures related to property & equipment | ( | ( | |||||||||
| Capital expenditures related to assets on lease or held for lease | ( | ||||||||||
| Proceeds from sale of aircraft | |||||||||||
| Loan advances to Lendway | ( | ( | |||||||||
| Proceeds from notes receivable - CAM and Lendway | |||||||||||
| Acquisition of businesses, net cash acquired | ( | ||||||||||
| Other | ( | ( | |||||||||
| Net cash provided by (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 | ( | ( | |||||||||
| Distribution to non-controlling interest | ( | ( | |||||||||
| Other | ( | ( | |||||||||
| Net cash provided by financing activities | |||||||||||
| Effect of foreign currency exchange rates on cash and cash equivalents | ( | ( | |||||||||
| NET INCREASE 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 | |||||||||||
| CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD: | |||||||||||
| Cash and cash equivalents | |||||||||||
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| Restricted cash, current | |||||||||||
| Restricted cash, long-term(a) | |||||||||||
Total cash and cash equivalents and restricted cash at beginning of period | |||||||||||
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD: | |||||||||||
| Cash and cash equivalents | |||||||||||
| Restricted cash, current | |||||||||||
| Restricted cash, long-term(a) | |||||||||||
Total cash and cash equivalents and restricted cash at end of period | |||||||||||
(a)Included in other assets on the consolidated balance sheets.
See notes to condensed consolidated financial statements.
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AIR T, INC AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT)
(UNAUDITED)
| (In Thousands) | Common Stock | Treasury Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Non-controlling Interests1 | Total Equity | ||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2024 | $ | $ | ( | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||
Net loss1 | — | — | — | — | — | ( | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of common stock | — | — | ( | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Stock option forfeiture (Note 14) | — | — | — | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Stock compensation expense | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
Foreign currency translation loss2 | — | — | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Redemption of non-controlling interest | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Unrealized gain on interest rate swaps, net of tax | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Reclassification of interest rate swaps into earnings | — | — | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2024 | $ | $ | ( | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||
11
Net income (loss)1 | — | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Stock option forfeiture (Note 14) | — | — | — | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Stock compensation expense | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
Foreign currency translation gain2 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Reclassification of interest rate swaps into earnings | — | — | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Initial consolidation of CASP, LLC | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Allocation of comprehensive income from unconsolidated investments | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Allocation of comprehensive income to redeemable non-controlling interests | — | — | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Balance, September 30, 2024 | $ | $ | ( | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||
| (In Thousands) | Common Stock | Treasury Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Non-controlling Interests1 | Total Equity | ||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2025 | $ | $ | ( | $ | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||||||||||||||||||
Net (loss) income1 | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Distributions to non-controlling interests | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Stock compensation expense | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
Foreign currency translation gain2 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Reclassification of interest rate swaps into earnings | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
12
| Allocation of comprehensive income from unconsolidated investments | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Allocation of comprehensive income to redeemable non-controlling interests | — | — | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | ( | $ | $ | $ | ( | $ | ( | ||||||||||||||||||||||||||||||||||||||||||||
Net income1 | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to non-controlling interests | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Stock compensation expense | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
Foreign currency translation gain2 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Reclassification of interest rate swaps into earnings | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Unrealized loss on interest rate swaps | — | — | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Allocation of comprehensive income from unconsolidated investments | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Allocation of comprehensive income to redeemable non-controlling interests | — | — | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Balance, September 30, 2025 | $ | $ | ( | $ | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||||||||||||||||||||
(1) 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.
(2) Cumulative translation adjustments were at a loss of $0.8 million and $0.1 million as of March 31, 2024 and September 30, 2024, respectively, and a loss of $0.4 million and a gain of $0.2 million, as of March 31, 2025 and September 30, 2025, respectively.
13
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, 2025. The unaudited results of operations for the period ended September 30, 2025 are not necessarily indicative of the operating results for the full year.
The accompanying financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.
Recently Issued Accounting Pronouncements
In December 2023, the FASB issued ASU 2023-09- Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in this Update require the addition of specific categories to be disclosed in the rate reconciliation if they meet a quantitative threshold, disclosure of disaggregated income taxes paid to federal, state, and foreign jurisdictions, and disclosure of income or loss from continuing operations disaggregated by federal, state, and foreign jurisdictions. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2024. The Company is currently evaluating the impact of this amendment on its consolidated financial statements and disclosures.
In November 2024, the FASB issued ASU 2024-03- Income Statement- Reporting Comprehensive Income- Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The amendments in this Update require disaggregated disclosure of income statement expenses for public business entities. The Update does not change the expense captions an entity presents on the face of the income statement; rather, it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact of this amendment on its condensed consolidated financial statements and disclosures.
2. Acquisitions
3. Revenue Recognition
Performance Obligations
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
14
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 as of September 30, 2025:
| Type of Revenue | Nature, Timing of Satisfaction of Performance Obligations, and Significant Payment Terms | ||||
| Product Sales | The Company generates revenue from sales of various distinct products such as parts, aircraft equipment, printing equipment, jet engines, airframes, and scrap metal to its customers. A performance obligation is created when the Company accepts an order from a customer to provide a specified product. Each product ordered by a customer represents a performance obligation. The Company recognizes revenue when obligations under the terms of the contract are satisfied; generally, this occurs at a point-in-time upon shipment or when control is transferred to the customer. Transaction prices are based on contracted terms, which are at fixed amounts based on standalone selling prices. While the majority of the Company's contracts do not have variable consideration, for the limited number of contracts that do, the Company records revenue based on the standalone selling price less an estimate of variable consideration (such as rebates, discounts or prompt payment discounts). The Company estimates these amounts based on the expected incentive amount to be provided to customers and reduces revenue accordingly. Performance obligations are short-term in nature and customers are typically billed upon transfer of control. The Company records all shipping and handling fees billed to customers as revenue. The terms and conditions of the customer purchase orders or contracts are dictated by either the Company’s standard terms and conditions or by a master service agreement or by the contract. | ||||
| Support Services | The Company provides a variety of support services such as aircraft maintenance, printer maintenance, and short-term repair services to its customers. Additionally, the Company operates certain aircraft routes on behalf of FedEx. A performance obligation is created when the Company agrees to provide a particular service to a customer. For each service, the Company recognizes revenues over time as the customer simultaneously receives the benefits provided by the Company's performance. This revenue recognition can vary from when the Company has a right to invoice to the output or input method depending on the structure of the contract and management’s analysis. For repair-type services, the Company records revenue over-time based on an input method of costs incurred to total estimated costs. The Company believes this is appropriate as the Company is 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. | ||||
| Software Services | The Company provides market data related to air cargo based on primary sources and owns cloud hosted software that supports the needs of aviation businesses and helps aftermarket parts sellers automate quoting for their potential clients. For market data services, revenue is derived from contracts that grant customers the right to use the Company's web-based service for a specified term through a subscription fee. A performance obligation is created when the Company agrees to provide a subscription-based service to a customer. There is no variation in effort expended by the Company over the subscription term, therefore, revenue is recognized each month on a straight-line basis according to the consideration paid by the customer for the given time period. Generally, subscription terms are in annual increments and, when a subscription term begins, an annual fee is remitted by the customer to cover the 12-month period. The cash received is recorded as deferred revenue for the amount stated in the contract and recognized over the subscription term based on straight-line recognition. For cloud hosted software, the Company enters into service contracts which provides access to the software and customer support services. A performance obligation is created when the Company agrees to provide a particular service to a customer. For software access, revenue is recognized ratably over time for the daily performance obligation related to the customer's access to the cloud hosted software. For support services, revenue is recognized over time for the hourly performance obligation provided to the customer. Generally, subscription terms range from | ||||
| Leasing Revenue | |||||
The following table summarizes disaggregated revenues by type (in thousands):
15
| Three Months Ended September 30, | Six Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Product Sales | |||||||||||||||||||||||
| Overnight air cargo | $ | $ | $ | $ | |||||||||||||||||||
| Ground support equipment | |||||||||||||||||||||||
| Commercial aircraft, engines and parts | |||||||||||||||||||||||
| Corporate and other | |||||||||||||||||||||||
| Support Services | |||||||||||||||||||||||
| Overnight air cargo | |||||||||||||||||||||||
| Ground support equipment | |||||||||||||||||||||||
| Commercial aircraft, engines and parts | |||||||||||||||||||||||
| Corporate and other | |||||||||||||||||||||||
| Leasing Revenue | |||||||||||||||||||||||
| Ground support equipment | |||||||||||||||||||||||
| Commercial aircraft, engines and parts | |||||||||||||||||||||||
| Corporate and other | |||||||||||||||||||||||
| Software Services | |||||||||||||||||||||||
| Digital solutions | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Overnight air cargo | |||||||||||||||||||||||
| Ground support equipment | |||||||||||||||||||||||
| Commercial aircraft, engines and parts | |||||||||||||||||||||||
| Corporate and other | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
See Note 16 for the Company's disaggregated revenues by geographic region and Note 17 for the Company’s disaggregated revenues by segment. These notes disaggregate revenue recognized from contracts with customers into categories that depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors.
Contract Balances and Costs
Contract liabilities relate to deferred revenue, our unconditional right to receive consideration in advance of performance with respect to subscription revenue and advanced customer deposits with respect to product sales. The following table presents outstanding contract liabilities as of April 1, 2025 and September 30, 2025 and the amount of contract liabilities that were recognized as revenue during the six-month period ended September 30, 2025 (in thousands):
| Outstanding contract liabilities | Outstanding contract liabilities as of April 1, 2025 Recognized as Revenue | ||||||||||
| As of September 30, 2025 | $ | ||||||||||
| As of April 1, 2025 | $ | ||||||||||
| For the six months ended September 30, 2025 | $ | ( | |||||||||
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4. Accrued Expenses and Other
| (In thousands) | September 30, 2025 | March 31, 2025 | |||||||||
| Salaries, wages and related items | $ | $ | |||||||||
| Profit sharing and bonus | |||||||||||
| Other deposits | |||||||||||
| Deferred income | |||||||||||
| Accrued insurance payable | |||||||||||
| Accrued interest expense | |||||||||||
| Other | |||||||||||
| Total | $ | $ | |||||||||
5. Income Taxes
During the three-month period ended September 30, 2025, the Company recorded $2.2 million in income tax expense at an effective tax rate (“ETR”) of 30.4 %. The Company has computed the provision for income taxes based on the estimated annual effective tax rate and the application of discrete items, if any, 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, 2025 were the valuation allowance related to the Company’s U.S. consolidated group, Delphax Technologies, Inc. (“DTI”), and Delphax Solutions, Inc. (“DSI”), the foreign rate differentials for Air T’s operations located in the Netherlands and Puerto Rico, non-deductible acquisition-related costs, and the benefit from the Foreign-Derived Intangible Income (“FDII”) deduction.
On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was signed into law in the U.S., which includes a broad range of tax reform provisions affecting businesses. The Company has reflected the impact of the OBBBA in the second quarter of 2026 financial statements as required by generally accepted accounting principles. The Company is evaluating the full effects of the legislation on its estimated annual effective tax rate and cash tax position, but does not expect the legislation to have a material impact on its financial statements.
During the six-month period ended September 30, 2025, the Company recorded $2.1 million in income tax expense at an ETR of 32.1 %. The Company has computed the provision for income taxes based on the estimated annual effective tax rate excluding loss jurisdictions with no tax benefit and the application of discrete items, if any, 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 six-month period ended September 30, 2025 were the valuation allowance related to the Company’s U.S. consolidated group, DTI and DSI, the foreign rate differentials for Air T’s operations located in the Netherlands and Puerto Rico, non-deductible transaction costs, and the benefit from the FDII deduction.
During the three-month period ended September 30, 2024, the Company recorded $0.3 million in income tax expense at an ETR of 10.2 %. The Company has computed the provision for income taxes based on the estimated annual effective tax rate excluding loss jurisdictions with no tax benefit and the application of discrete items, if any, 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, 2024 were the valuation allowance related to the Company’s U.S. consolidated group, DTI, Landing Gear Support Services PTE LTD (“LGSS”), DSI and BCCM Advisors (Kenya) Limited (“BCCM Kenya”), and the foreign rate differentials for Air T’s operations located in the Netherlands and Puerto Rico.
During the six-month period ended September 30, 2024, the Company recorded $0.4 million in income tax expense at an ETR of 12.0 %. The Company has computed the provision for income taxes based on the estimated annual effective tax rate excluding loss jurisdictions with no tax benefit and the application of discrete items, if any, 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 six-month period ended September 30, 2024 were the valuation allowance related to the Company’s U.S. consolidated group, DTI, LGSS, DSI and BCCM Kenya, and the foreign rate differentials for Air T’s operations located in the Netherlands and Puerto Rico.
6. Net Earnings (Loss) Per Share
Basic earnings per share has been calculated by dividing net income attributable to Air T, Inc. stockholders by the weighted average number of common shares outstanding during each period. For purposes of calculating diluted earnings per share, shares issuable under stock options were considered potential common shares and were included in the weighted average common shares unless they were anti-dilutive.
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As of September 30, 2025, of the 244,750 options outstanding under the Air T's 2020 Omnibus Stock and Incentive Plan, none were exercisable.
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, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Net income attributable to non-controlling interests | ( | ( | ( | ( | |||||||||||||||||||
| Net income attributable to Air T, Inc. Stockholders | $ | $ | $ | $ | |||||||||||||||||||
| Income per share: | |||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||
| Diluted | $ | $ | $ | $ | |||||||||||||||||||
| Weighted Average Shares Outstanding: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
Potential common shares outstanding are not included in the computation of diluted income per share if their effect is anti-dilutive. During the three and six months ended September 30, 2025, the Company had 244,750 potential shares from share-based awards that were anti-dilutive. There were no
7. Intangible Assets and Goodwill
Intangible assets as of September 30, 2025 and March 31, 2025 consisted of the following (in thousands):
| September 30, 2025 | |||||||||||||||||
| 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 | $ | $ | ( | $ | |||||||||||||
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| March 31, 2025 | |||||||||||||||||
| 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 | $ | $ | ( | $ | |||||||||||||
The increase in customer relationships from March 31, 2025 to September 30, 2025 relates to the quarterly changes in foreign currency translation adjustments at Shanwick.
Based on the intangible assets recorded at September 30, 2025 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 | ||||
| 2026 (excluding the 6 months ended September 30, 2025) | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| 2031 | |||||
| Thereafter | |||||
| $ | |||||
The carrying amount of goodwill as of September 30, 2025 and March 31, 2025 was $11.9 million and $10.5 million, respectively. The increase from the prior fiscal year end balance is attributable to the Royal acquisition within the overnight air cargo segment (as described in Note 2) of $1.0 million and the $0.4 million change in foreign currency translation adjustments related to the goodwill balance at Shanwick within the digital solutions segment. There was no impairment on goodwill during the six months ended September 30, 2025.
Goodwill for relevant segments and corporate and other, at original cost, consists of the following (in thousands):
| September 30, 2025 | March 31, 2025 | ||||||||||
| Overnight air cargo | $ | $ | |||||||||
| Commercial aircraft, engines and parts | |||||||||||
| Digital solutions | |||||||||||
| Total reportable segment goodwill, at cost | |||||||||||
| Corporate and other | |||||||||||
| Less accumulated impairment | ( | ( | |||||||||
| Goodwill, net of impairment | $ | $ | |||||||||
8. Investments in Securities and Derivative Instruments
The Company 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
19
determination of net income (loss). 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.
The Company's gross unrealized gains and losses on equity securities for the three and six months ended September 30, 2025 and 2024 were immaterial. These unrealized gains and losses are included within other income (loss) on the condensed consolidated statement of income (loss). As of both September 30, 2025 and March 31, 2025, the fair value of these marketable equity securities was an asset of $1.1
9. Equity Method Investments
Lendway, Inc. investment
The Company’s investment in Lendway (NASDAQ: LDWY), formerly Insignia Systems, Inc., has been accounted for under the equity method of accounting since Air T obtained significant influence in January 2018. The Company elected a three-month lag upon adoption of the equity method. On August 2, 2023, Insignia reincorporated in the state of Delaware as Lendway, Inc. Subsequent to reincorporation, Lendway sold its legacy business on August 4, 2023 and pivoted the business towards specialty agricultural finance. On February 26, 2024, Lendway acquired Bloomia B.V. ("Bloomia"), marking its first investment in specialty agriculture and underscoring its strategy of targeting high-quality agricultural assets and enterprises. As of September 30, 2025, the Company owned 487,000 Lendway shares, representing approximately 27.5 % of Lendway's outstanding shares.
On August 15, 2024, the Company entered into a delayed draw term loan with Lendway for up to $2.5 million with an interest rate of 8.0 % (the "Delayed Draw Term Loan"). On September 27, 2024 and January 15, 2025 the borrowing limit was increased to $3.5 million and $3.8 million, respectively. The Delayed Draw Term Loan limit increases were provided to assist with inventory purchases during the growing season and operating expenses as needed. All outstanding principal and accrued interest is due on the maturity date, which is the earlier of August 15, 2029 or by written demand of the Company after February 15, 2026. As of September 30, 2025 the Delayed Draw Term Loan has $2.2 million and $0.3 million of principal and accrued interest outstanding, respectively.
On September 15, 2025, Lendway expanded its financing by entering into three promissory notes totaling $4.0 million among three of the largest shareholders, where Air T provided $1.1 million of additional funding (the "Promissory Note"). The notes were issued to Lendway to assist with inventory purchase for the growing season and operating expenses as needed. The promissory note bears interest at a rate of 13.5 % with all outstanding principal and accrued interest due on the maturity date, which is June 1, 2027. Prior to the maturity date, Lendway may prepay any accrued interest or principal outstanding without penalty. As of September 30, 2025, $1.1 million of the principal balance remains outstanding and minimal interest has been accrued.
Due to the continued subordinated financial support, Lendway is a variable interest entity to which the Company holds several variable interests. The Company has determined that it is not the primary beneficiary, as it does not control Lendway's Board of Directors, which is the party with the power to direct the activities that most significantly impact the economic performance of Lendway. Additionally, the Company's exposure to variability of Lendway is limited to its 27.5 % ownership in Lendway's common stock and a total of $3.6 million of notes receivable and accrued interest from Lendway. Accordingly, the Company does not consolidate Lendway and will continue to account for its investment using the equity method of accounting.
Cadillac Casting, Inc. investment
The Company's 20.1 % 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, with a basis difference decrease of $0.3 million. The Company recorded a basis difference adjustment of $12.0 thousand and $25.0 thousand in each of the three and six months ended September 30, 2025.
CCI and Lendway's combined summarized unaudited financial information for the three and six months ended June 30, 2025 and 2024 is as follows (in thousands):
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | ||||||||||||||||||||
| Revenue | $ | $ | $ | $ | |||||||||||||||||||
| Gross Profit | |||||||||||||||||||||||
| Operating income | |||||||||||||||||||||||
| Net income | |||||||||||||||||||||||
20
Crestone Asset Management, LLC investment
On May 5, 2021, the Company formed an aircraft asset management business called Crestone Asset Management, LLC ("CAM"), formerly known as Contrail Asset Management LLC, and an aircraft capital joint venture called Crestone JV II LLC ("CJVII"), formerly known as Contrail JV II LLC. The venture focuses on acquiring commercial aircraft and jet engines for leasing, trading and disassembly. The joint venture, CJVII, was formed as a series LLC ("CJVII Series"). It consists of several individual series that target investments in current generation narrow-body aircraft and engines, building on Contrail’s origination and asset management expertise. CAM was formed to serve two separate and distinct functions: 1) to direct the sourcing, acquisition and management of aircraft assets owned by CJVII Series as governed by the Management Agreement between CJVII and CAM (“Asset Management Function”), and 2) to directly invest into CJVII Series alongside other institutional investment partners (“Investment Function”).
In August 2025, CAM entered into an Amended and Restated Limited Liability Company Agreement as the Managing Member Blue Crest Aviation Partners 2025-01 LLC ("BCAP"). BCAP was formed as a series LLC and consists of several individual series that target investments in mid-life commercial jet aircraft on lease to airlines globally. CAM's involvement with BCAP represents an expansion of its Asset Management Function in which CAM will collect fees for the services it provides as the Managing Member of BCAP.
CAM has two classes of equity interests: 1) common interests and 2) investor interests. Neither interest votes as the entity is operated by a Board of Directors. The common interests of CAM relate to its Asset Management Function. The investor interests of CAM relate to the Company’s and Mill Road Capital’s (“MRC”) investments through CAM into CJVII (the Investment Function) and ultimately into the individual CJVII Series. With regard to CAM’s common interests, the Company currently owns 90 % of the economic common interests in CAM, and MRC owns the remaining 10 %. MRC invested $1.0 million directly into CAM in exchange for 10 % of the common interests. For the Asset Management Function, CAM receives origination fees, management fees, consignment fees (where applicable) and a carried interest from the direct investors into each CJVII Series. Such fee income and carried interest will be distributed to the Company and MRC in proportion to their respective common interests.
The Company determined that CAM is a variable interest entity and that the Company is not the primary beneficiary. This is primarily the result of the Company's conclusion that it does not control CAM’s Board of Directors, which has the power to direct the activities that most significantly impact the economic performance of CAM. Accordingly, the Company does not consolidate CAM and has determined to account for this investment using equity method accounting. The Company accounts for its investment in CAM using the hypothetical liquidation at book value ("HLBV") method without a reporting lag. The HLBV method uses a balance sheet approach to capture changes in the Company's claim on CAM's net assets from a period-end hypothetical liquidation at book value. This approach provides a more accurate reflection of the Company's investment in CAM, compared to recording its proportionate share of income or loss.
On October 18, 2024, the Company entered into an unsecured promissory note with CAM for $2.5 million with an interest rate of 10.0 %, through conversion of a portion of the Company's accounts receivable from CAM. All outstanding principal and accrued interest will become due and payable to the Company on the maturity date, which is October 15, 2027. Prior to the maturity, CAM may prepay any accrued interest or principal outstanding without penalty. As of September 30, 2025, $1.5 million of the principal balance remains outstanding with minimal accrued interest.
CAM's HLBV net assets, including common interests and investor interests, was $33.2 million and $29.9 million as of September 30, 2025 and 2024, respectively. Additionally, contributions from and distributions to both Air T and MRC for the three and six months ended September 30, 2025 and 2024 is as follows (in thousands):
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| September 30, 2025 | September 30, 2024 | September 30, 2025 | September 30, 2024 | ||||||||||||||||||||
| Contributions | $ | $ | $ | $ | |||||||||||||||||||
| Distributions | |||||||||||||||||||||||
Investment balances for the Company's equity method investees as of September 30, 2025 and March 31, 2025 is as follows (in thousands):
| Investment | September 30, 2025 | March 31, 2025 | |||||||||
| Lendway | $ | $ | |||||||||
| CCI | |||||||||||
| CAM | |||||||||||
| Other equity method investments | |||||||||||
| Total | $ | $ | |||||||||
21
Net income (loss) attributable to Air T, Inc. stockholders for the Company's equity method investees, included in non-operating (expense) income on the condensed consolidated statements of income (loss), including basis difference adjustments, during the three and six months ended September 30, 2025 and 2024 is as follows (in thousands):
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| Investment | September 30, 2025 | September 30, 2024 | September 30, 2025 | September 30, 2024 | |||||||||||||||||||
| Lendway | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| CCI | ( | ||||||||||||||||||||||
| CAM | |||||||||||||||||||||||
| Other equity method investments | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
The Company's equity method investees may, from time to time, make distributions and dividends to the Company in accordance with accumulated earnings at the investee. For the three and six months ended September 30, 2025 and 2024, the Company received distributions and dividends from equity method investees as follows (in thousands):
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| Investment | September 30, 2025 | September 30, 2024 | September 30, 2025 | September 30, 2024 | |||||||||||||||||||
| Lendway | $ | $ | $ | $ | |||||||||||||||||||
| CCI | |||||||||||||||||||||||
| CAM | |||||||||||||||||||||||
| Other equity method investments | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
10. Inventories
Inventories consisted of the following (in thousands):
| September 30, 2025 | March 31, 2025 | ||||||||||
| Inventories: | |||||||||||
| Raw Materials | $ | $ | |||||||||
| Work in process | |||||||||||
| Finished Goods | |||||||||||
| Aircraft parts | |||||||||||
| Total inventories | |||||||||||
| Reserves | ( | ( | |||||||||
| Total inventories, net of reserves | $ | $ | |||||||||
11. Lessor Arrangements
Equipment Leases
The Company leases equipment to third-parties, primarily through Contrail. Leases for aircraft and engines to aviation customers typically have terms ranging from 1 and 4 years under operating lease agreements. The Company depreciates aircraft and engines on a straight-line basis over the assets' useful life from the acquisition date to an estimated residual value.
On August 26, 2024, Contrail executed the operating agreement for CASP Leasing 1, LLC ("CASP"), a newly-created and 95 % owned subsidiary of Contrail. Shortly thereafter, on August 29, 2024, CASP entered into two purchase agreements to acquire, and subsequently lease, two Airbus Model A321-111 aircraft. On July 15, 2025, CASP completed the sale of these two aircraft, including their associated engines, for a total contracted sales price exceeding $25.0 million. In connection with the sale, CASP executed assignment, assumption, and amendment agreements under the existing leases, thereby transferring all lessor rights and obligations to the purchaser. After applying purchase price adjustments for deposits and rent payments as described in the sale and purchase agreements, CASP received net closing proceeds of $19.9 million.
22
For the assets currently on lease, there are no options for the lessees to purchase the assets at the end of the lease term. During the three and six months ended September 30, 2025, the Company recognized depreciation expense relating to equipment leases of $0.1 million and $0.7 million, respectively. Depreciation expense relating to equipment leases for the three and six months ended September 30, 2024 was $0.2 million and $0.3 million, respectively.
Future minimum undiscounted rental payments to be received do not include contingent rentals that may be received under certain leases because amounts are based on usage. Earned contingent rent on equipment leases totaled approximately $0.5 million during the six months ended September 30, 2025, and was immaterial during the three months ended September 30, 2025. Contingent rent earned on equipment leases during the three and six months ended September 30, 2024 was immaterial immaterial .
Office leases
The Company, through its wholly-owned subsidiary, Wolfe Lake, leases offices to third parties with lease terms between 5 and 29 years under operating lease agreements. For the offices currently on lease, there are no options for the lessees to purchase the spaces at the end of the leases. Our contractual obligations for offices currently on lease can include termination and renewal options. We utilize the reasonably certain threshold criteria in determining which options our customers will exercise. The Company depreciates the assets on a straight-line basis over the assets' useful life. During the three and six months ended September 30, 2025 and 2024, depreciation expense relating to office leases was immaterial
For each of the three months ended September 30, 2025 and 2024, the Company recognized rental and other revenues related to operating lease payments of $0.4 0.2 0.9 0.4 The following table sets forth the undiscounted cash flows for future minimum base rents to be received from customers for office leases in effect as of September 30, 2025:
| Year ended March 31, | |||||
| 2026 (excluding the 6 months ended 09/30/2025) | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| Thereafter | |||||
| Total | $ | ||||
12. Lessee Arrangements
The Company has operating leases for the use of real estate, machinery, and office equipment. The majority of our leases have a lease term of 2 to 5 years; however, we have certain leases with longer terms of up to 30 years. Many of our leases include options to extend the lease for an additional period. The lease term for all of the Company’s leases includes the non-cancellable period of the lease, plus any additional periods covered by either a Company option to extend the lease that the Company is reasonably certain to exercise, or an option to extend the lease controlled by the lessor that is considered likely to be exercised.
Payments due under the lease contracts include fixed payments plus, for some of our leases, variable payments. Variable payments are typically operating costs associated with the underlying asset and are recognized when the event, activity, or circumstance in the lease agreement on which those payments are assessed occurs. Our leases do not contain residual value guarantees.
The Company has elected to combine lease and non-lease components as a single component and not to recognize leases on the balance sheet with an initial term of one year or less.
The interest rate implicit in lease contracts is typically not readily determinable, and as such the Company utilizes the incremental borrowing rate to calculate lease liabilities, which is the rate incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment.
The components of lease cost for the three and six months ended September 30, 2025 and 2024 are as follows (in thousands):
23
| Three Months Ended September 30, | Six Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| 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, 2025 and March 31, 2025 were as follows (in thousands):
| September 30, 2025 | March 31, 2025 | ||||||||||
| Operating leases | |||||||||||
| Operating lease ROU assets | $ | $ | |||||||||
| Operating lease liabilities | $ | $ | |||||||||
| Weighted-average remaining lease term | |||||||||||
| Operating leases | |||||||||||
| Weighted-average discount rate | |||||||||||
| Operating leases | % | % | |||||||||
During the six months ended September 30, 2025, the Company had ROU assets that were obtained in exchange for new operating lease liabilities in the amount of $0.2 million.
The Company has an operating lease between entities under common control where the useful life of certain leasehold improvements exceeds the related lease term. As of September 30, 2025, the remaining lease term on the operating lease was four years, two months and the useful life of leasehold improvements that exceeded the lease term ranged from four years, four months to four years, eight months . As of September 30, 2025, the unamortized balance of such leasehold improvements was $0.2 million.
Maturities of lease liabilities under non-cancellable leases where we are the lessee as of September 30, 2025 are as follows (in thousands):
| Operating Leases | |||||
| 2026 (excluding the six months ended September 30, 2025) | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| Thereafter | |||||
| Total undiscounted lease payments | |||||
| Interest | ( | ||||
| Total lease liabilities | $ | ||||
13. Financing Arrangements
Borrowings of the Company and its subsidiaries are summarized below at September 30, 2025 and March 31, 2025, respectively.
24
In connection with the acquisition of Royal on May 15, 2025, the Alerus Loan Parties under the Revolving Credit Agreement with Alerus entered into Amendment No. 4 to Credit Agreement and Consent and Term Loan C with Alerus in the amount of $1.1 million. The purpose of the Amendment and Term Note was to provide a term loan to finance the full purchase price of the acquisition, to add Royal as an Alerus Loan Party to the Alerus credit agreement, as amended and to memorialize Alerus’ consent to the Royal acquisition. The new term loan matures May 15, 2030 and bears interest at the greater of 5.00 % or the CME one-month term SOFR rate plus 2.25 %. Monthly payments on Term Note C commenced June 15, 2025 and are equal to $12.5 thousand plus accrued interest. The term loan is secured by the terms of the Security Agreement dated as of August 29, 2024.
On May 30, 2025, the Company, along with AAM 24-1 (the "Issuer"), entered into new transaction documents with two Institutional Investors that replaced the Second Note Purchase Agreement ("Second NPA") transaction documents. Pursuant to the Third Note Purchase Agreement ("Third NPA") with the Institutional Investors, the Issuer agreed to issue and sell a Multiple Advance Senior Secured Note in an aggregate principal amount of up to $100.0 million (the “Multiple Advance Note”). For purposes of clarity and the avoidance of doubt, as of the closing date, the Institutional Investors advanced an additional $10.0 million to the Issuer and have collectively advanced under the Multiple Advance Note to the Issuer the aggregate amount of $40.0 million. Provided no default or event of default of the Issuer exists, and subject to satisfaction of all requirements for any closing as set forth in the Third NPA, the Investors are obligated to advance to the Issuer an additional aggregate $60.0 million in $10.0 million increments, each on or within fifteen days of the following dates:
| September 30, 2025 | $ | ||||
| January 30, 2026 | $ | ||||
| May 30, 2026 | $ | ||||
| September 30, 2026 | $ | ||||
| January 30, 2027 | $ | ||||
| May 30, 2027 | $ | ||||
The Multiple Advance Note bears annual interest at a rate of 8.5 % which is computed on the basis of a 30/360-day year and actual days elapsed and is payable semi-annually in arrears, pursuant to the terms of the Multiple Advance Note. The maturity date of the Multiple Advance Note is May 31, 2035. The Multiple Advance Note contains standard and customary events of default including, but not limited to, failure to make payments when due under the Multiple Advance Note, failure to comply with certain covenants contained in the Multiple Advance Note, or bankruptcy or insolvency of, or certain monetary judgments against the Issuer or the Company. The prior notes were cancelled and replaced by the Multiple Advance Note. Funds advanced under the Multiple Advance Note may be reinvested for a period of six years from the date of closing.
The Issuer may prepay all or a portion of the outstanding principal and accrued but unpaid interest at any time, provided that (i) if the Issuer prepays all or any portion of the Multiple Advance Note within one year from the Issue Date, the Issuer is required to pay the Investors a prepayment premium equal to 2.0 % of the amount being prepaid, and (ii) if the Issuer prepays all or any portion of the Multiple Advance Note after the first anniversary of the Issue Date but on or prior to the second anniversary of the Issue Date, the Issuer is required to pay the Investors a prepayment premium equal to 1.0 % of the amount being prepaid. If the Issuer elects to prepay a portion of the outstanding principal and accrued but unpaid interest, then in no event can such prepayment be for an amount less than $1.0 million.
The various equity interests that were assigned by the Company to the Issuer on or about the closing date of the original financings continue to serve as collateral for the repayment of the Multiple Advance Note as do all of the issued and outstanding capital stock of the Issuer owned by the Company, and the 320,000 Trust Preferred Securities, held by the Issuer.
On September 3, 2025, the Alerus Loan Parties under the Revolving Credit Agreement with Alerus entered into Amendment No. 5 to Credit Agreement, the Amended and Restated Revolving Credit Note, and the Amended and Restated Term Note A.
Pursuant to Amendment No. 5 to Credit Agreement, the Overline Note provisions and note were eliminated.
Pursuant to the Amended and Restated Revolving Credit Note, the revolving credit commitment to make revolving credit loans and to issue letters of credit was increased to an aggregate principal amount not to exceed $20.0 million. The interest rate on the Revolving Credit Note was decreased to the greater of 5.00 % or 1-month SOFR plus 1.90 %. The maturity date was extended to August 28, 2027. The financial covenants are to be measured semi-annually at December and March of each year and the Alerus Loan Parties are to deliver quarterly financial statements to Alerus.
Pursuant to the Amended and Restated Term Note A, Term Note A was amended and restated by the Alerus Loan Parties in the principal amount of $9.2 million. The maturity date remains August 15, 2029. The Term Note A interest rate was revised to 1-month SOFR plus 2.00 %.
25
The following table provides certain information about the current financing arrangements of the Company and its subsidiaries (other than related party obligations) as of September 30, 2025:
| (In Thousands) | September 30, 2025 | March 31, 2025 | Maturity Date | Interest Rate | Unused commitments as of September 30, 2025 | Type of Debt | |||||||||||||||||||||||||||||
| Air T Debt | |||||||||||||||||||||||||||||||||||
| Debt - Air T Funding Trust Preferred Securities1 | $ | $ | 6/7/2049 | Recourse | |||||||||||||||||||||||||||||||
| Total | |||||||||||||||||||||||||||||||||||
| Alerus Loan Parties Debt | |||||||||||||||||||||||||||||||||||
| Revolver - Alerus | 8/28/2027 | Greater of | $ | Recourse | |||||||||||||||||||||||||||||||
| Overline Note - Alerus | 10/31/2025 | Greater of | Recourse | ||||||||||||||||||||||||||||||||
| Term Note A - Alerus | 8/15/2029 | 1-month SOFR + | Recourse | ||||||||||||||||||||||||||||||||
| Term Note C - Alerus | 5/15/2030 | Greater of | Recourse | ||||||||||||||||||||||||||||||||
| Total | |||||||||||||||||||||||||||||||||||
| Contrail Debt | |||||||||||||||||||||||||||||||||||
| Revolver - ONB | 11/24/2025 | 1-month SOFR + | Limited recourse2 | ||||||||||||||||||||||||||||||||
| Term Note J - ONB | 9/12/2028 | 1-month SOFR + | Limited recourse2 | ||||||||||||||||||||||||||||||||
| Total | |||||||||||||||||||||||||||||||||||
| Wolfe Lake Debt | |||||||||||||||||||||||||||||||||||
| Term Loan - Bridgewater | 12/2/2031 | Non-recourse | |||||||||||||||||||||||||||||||||
| Total | |||||||||||||||||||||||||||||||||||
| Air T Acquisition 22.1 | |||||||||||||||||||||||||||||||||||
| Term Loan - Bridgewater | 2/8/2027 | Non-recourse | |||||||||||||||||||||||||||||||||
| Term Loan A - ING | 2/1/2027 | Non-recourse | |||||||||||||||||||||||||||||||||
| Term Loan B - ING | 5/1/2027 | Non-recourse | |||||||||||||||||||||||||||||||||
| Total | |||||||||||||||||||||||||||||||||||
| WASI Debt | |||||||||||||||||||||||||||||||||||
| Promissory Note - Seller's Note | 1/1/2026 | Non-recourse | |||||||||||||||||||||||||||||||||
| Total | |||||||||||||||||||||||||||||||||||
1 Does not include $13.0 million held by wholly-owned subsidiaries of the Company.
2 Includes Air T's guarantee of approximately $1.6 million.
26
| AAM 24-1 Debt | |||||||||||||||||||||||||||||||||||
| Promissory Notes - Honeywell | 5/31/2035 | Non-recourse | |||||||||||||||||||||||||||||||||
| Total | |||||||||||||||||||||||||||||||||||
| MAC Debt | |||||||||||||||||||||||||||||||||||
| Term Loan - Bank of America, N.A. | 2/21/2030 | 1-month SOFR + | Non-recourse | ||||||||||||||||||||||||||||||||
| Total | |||||||||||||||||||||||||||||||||||
| Total Debt | |||||||||||||||||||||||||||||||||||
| Unamortized Premiums and Debt Issuance Costs | ( | ( | |||||||||||||||||||||||||||||||||
| Total Debt, net | $ | $ | |||||||||||||||||||||||||||||||||
At September 30, 2025, our contractual financing obligations, including payments due by period, are as follows (in thousands):
| Due by | Amount | ||||
| September 30, 2026 | $ | ||||
| September 30, 2027 | |||||
| September 30, 2028 | |||||
| September 30, 2029 | |||||
| September 30, 2030 | |||||
| Thereafter | |||||
| Unamortized Premiums and Debt Issuance Costs | ( | ||||
| $ | |||||
Interest Expense, net - Net interest expense for the Company and its subsidiaries were as follows for the three and six months ended September 30, 2025 and 2024:
| Three Months Ended September 30, | Six Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Air T | $ | $ | $ | $ | |||||||||||||||||||
| Jet Yard | |||||||||||||||||||||||
| Alerus Loan Parties | |||||||||||||||||||||||
| Contrail | |||||||||||||||||||||||
| AirCo 1 | |||||||||||||||||||||||
| Wolfe Lake | |||||||||||||||||||||||
| Air T Acquisition 22.1 | |||||||||||||||||||||||
| WASI | |||||||||||||||||||||||
| AAM 24-1 | |||||||||||||||||||||||
| MAC | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
Cash paid for interest totaled $3.8 million during the six months ended September 30, 2025.
14. EMPLOYEE AND NON-EMPLOYEE STOCK OPTIONS
27
Air T, Inc. maintains the 2020 Omnibus Stock and Incentive Plan for the benefit of certain eligible employees and directors. Compensation expense is recognized over the requisite service period for stock options which are expected to vest based on their grant-date fair values. The Company uses either the Black-Scholes option pricing model or Monte Carlo simulations to value stock options the Company grants. The key assumptions for the valuation methodologies include the expected term of the option, stock price volatility, risk-free interest rate and dividend yield. Many of these assumptions are judgmental and highly sensitive in the determination of compensation expense.
On December 29, 2020, the Company’s Board of Directors unanimously approved the Omnibus Stock and Incentive Plan (the "Plan"), which was subsequently approved by the Company's stockholders at the August 18, 2021 Annual Meeting of Stockholders. The total number of shares authorized under the Plan is 420,000 . Through September 30, 2025, options to purchase up to 399,300 shares have been granted under the Plan. Of the shares granted on the Plan, 349,800 vest annually over a period of ten years based on a specified service condition ("vested awards") and expire ten years after vesting. However, the ability to exercise vested awards, occurring at the conclusion of each annual vesting period, is contingent upon the Company's stock price meeting predetermined milestones outlined in the options agreements (the "market condition"). If the market condition is not fulfilled at the annual vesting period on June 30 of every year, the vested awards may not be exercisable at any subsequent point. On the preceding four vesting dates, June 30, 2025, 2024, 2023 and 2022, a total of 129,050 no 195,250 granted options that may become exercisable on future vesting dates under the Plan. No options were exercisable as of September 30, 2025.
On August 5, 2025, Air T granted 49,500 options under the Plan with a different vesting schedule. Beginning August 6, 2026 and each anniversary date thereafter through August 6, 2035, 10 % of the granted options will vest. For all the options granted, half will have a strike price of $30 and the other half will have a strike price of $50 . Should an employee quit or services cease being provided, any options that have not vested will be forfeited. Options that vest each August 6 will be exercisable for a period of ten years after they become vested, meaning vested options that were not exercised will expire from August 6, 2036 through August 6, 2045. Management valued the granted options using the Monte Carlo Simulation method, noting the fair value on August 5, 2025 was $0.8 million. Expenses are recognized based on a straight-line basis.
For the three and six months ended September 30, 2025, total compensation cost recognized under the Plan was $41.0 thousand and $81.0 thousand.
15. Shares Repurchased
16. Geographical Information
Total tangible long-lived assets, which include property and equipment as well as assets on lease, 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, 2025 and March 31, 2025 (in thousands):
| September 30, 2025 | March 31, 2025 | ||||||||||
| United States | $ | $ | |||||||||
| Foreign | |||||||||||
| Total tangible long-lived assets, net | $ | $ | |||||||||
The net book value of tangible long-lived assets located within each individual foreign country at September 30, 2025 and March 31, 2025 is listed below (in thousands):
28
| September 30, 2025 | March 31, 2025 | ||||||||||
| Bulgaria | $ | $ | |||||||||
| Other | |||||||||||
| Total tangible long-lived assets, net | $ | $ | |||||||||
Total revenue, in and outside the United States, is summarized in the following table for the three and six months ended September 30, 2025 and September 30, 2024 (in thousands):
| Three Months Ended September 30, | Six Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Operating Revenues: | |||||||||||||||||||||||
| Overnight Air Cargo | |||||||||||||||||||||||
| United States | $ | $ | $ | $ | |||||||||||||||||||
| Foreign | |||||||||||||||||||||||
| Total Overnight Air Cargo | |||||||||||||||||||||||
| Commercial Aircraft, Engines and Parts | |||||||||||||||||||||||
| United States | |||||||||||||||||||||||
| Foreign | |||||||||||||||||||||||
| Total Commercial Aircraft, Engines and Parts | |||||||||||||||||||||||
| Ground Support Equipment | |||||||||||||||||||||||
| United States | |||||||||||||||||||||||
| Foreign | |||||||||||||||||||||||
| Total Ground Support Equipment | |||||||||||||||||||||||
| Digital Solutions | |||||||||||||||||||||||
| United States | |||||||||||||||||||||||
| Foreign | |||||||||||||||||||||||
| Total Digital Solutions | |||||||||||||||||||||||
| Corporate and Other | |||||||||||||||||||||||
| United States | |||||||||||||||||||||||
| Foreign | |||||||||||||||||||||||
| Total Corporate and Other | |||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | |||||||||||||||||||
17. Segment Information
Air T's portfolio of businesses are managed on a highly decentralized basis. These businesses are aggregated into operating segments in a manner that reflects how Air T views the business activities. The Company's chief operating decision maker is the Chief Executive Officer. The Chief Executive Officer is ultimately responsible for significant capital allocation decisions and evaluating operating performance. In assessing performance for the Company's businesses, the chief operating decision maker ("CODM") reviews operating income and Adjusted EBITDA. Certain operating segments are aggregated into reportable segments.
Effective as of the fourth quarter of fiscal year 2025, the Company renamed the ground equipment sales segment to ground support equipment and renamed the commercial jet engines and parts segment to commercial aircraft, engines and parts to better align the descriptions of the segments with their activities.
Additionally, the Company elected to separately disclose the digital solutions segment, as of the fourth quarter of fiscal year 2025, to align presentation in the financial statements with a key anticipated long-term growth area for the Company. Digital solutions was
29
previously classified as part of insignificant business activities. As a result of this change, prior period segment information has been recast to conform to our current presentation in our financial statements.
The Company's four
| Reportable Segment | Principal Business Activities | |||||||
| Overnight Air Cargo | Overnight Air Cargo primarily operates under its relationship with FedEx spanning over | |||||||
| Commercial Aircraft, Engines and Parts (formerly known as Commercial Jet Engines and Parts) | The Commercial Aircraft, Engines and Parts segment 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. | |||||||
| Ground Support Equipment (formerly known as Ground Support Sales) | Ground Support Equipment manufactures and provides mobile deicers and other specialized equipment products to passenger and cargo airlines, airports, the military and industrial customers. | |||||||
| Digital Solutions | Digital Solutions develops and provides digital aviation and other business services to customers within the aviation industry to generate recurring subscription revenues. Until the fourth quarter of the fiscal year 2025, Digital Solutions had been reported as part of the central corporate function referred to as Corporate and Other. | |||||||
The information that follows shows data of Air T's reportable segments reconciled to amounts reflected in our Consolidated Financial Statements. Intersegment eliminations are included to reconcile segment totals to consolidated amounts.
The cost and expense information presented below is based on the information regularly provided to the CODM. Further, asset information is not included in the information regularly provided to the CODM as it is not a key determining factor in the performance of the Company's reportable segments.
The Company also has a "Corporate and Other" category which includes unallocated Air T holding company costs that are not directly attributable to the ongoing operating activities of our reportable segments in addition to revenues and expenses for non-reportable operating segments.
Segment data is summarized in the following tables (in thousands):
30
| Three Months Ended September 30, 2025 | |||||||||||||||||||||||||||||
| Overnight Air Cargo | Commercial Aircraft, Engines and Parts | Ground Support Equipment | Digital Solutions | Total | |||||||||||||||||||||||||
| Revenue from external customers | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Intersegment revenue | |||||||||||||||||||||||||||||
| Reconciliation of revenue | |||||||||||||||||||||||||||||
| Other revenue1 | |||||||||||||||||||||||||||||
| Elimination of intersegment revenue2 | ( | ||||||||||||||||||||||||||||
| Total consolidated revenue | $ | ||||||||||||||||||||||||||||
| Cost of sales: | |||||||||||||||||||||||||||||
| Cost of sales from external sources | |||||||||||||||||||||||||||||
| Intersegment operating expense | |||||||||||||||||||||||||||||
| Less:3 | |||||||||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||||||||
| Gain from sale of aircraft | ( | ( | |||||||||||||||||||||||||||
| Other segment items4 | |||||||||||||||||||||||||||||
| Segment profit (loss) | ( | ||||||||||||||||||||||||||||
| Reconciliation of profit (loss) | |||||||||||||||||||||||||||||
Other revenue1 | |||||||||||||||||||||||||||||
Other cost of sales1 | ( | ||||||||||||||||||||||||||||
Other expenses1 | ( | ||||||||||||||||||||||||||||
| Interest expense | ( | ||||||||||||||||||||||||||||
| Income from equity method investments | |||||||||||||||||||||||||||||
| Other non-operating expense | ( | ||||||||||||||||||||||||||||
| Other corporate expenses5 | ( | ||||||||||||||||||||||||||||
| Elimination of intersegment profits | |||||||||||||||||||||||||||||
| Income before income taxes | $ | ||||||||||||||||||||||||||||
1 Revenue, cost of sales, and expenses from segments below the quantitative thresholds or that do not constitute a business segment are attributable to an investment advisory business, a laser printer manufacturer, and a commercial property owned by the Company.
2 Elimination of intersegment revenue includes eliminations related to Other revenue in the tables above totaling $44.0 thousand for the three months ended September 30, 2025. After eliminations, Other revenue from third parties is $1.5 million for the three months ended September 30, 2025.
3 The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker. Intersegment expenses are included within the amounts shown.
4 Other segment items consist of depreciation and amortization and remeasurement of the earnout liability.
5 Other corporate expenses consist of unallocated expenses that are related to the activities of Corporate and other in support of the overall business. Unallocated expenses include, but are not limited to: shared services that are not allocated, costs associated with the corporate headquarters and, expenses related to identifying and pursuing new corporate business initiatives.
31
| Three Months Ended September 30, 2024 | |||||||||||||||||||||||||||||
| Overnight Air Cargo | Commercial Aircraft, Engines and Parts | Ground Support Equipment | Digital Solutions | Total | |||||||||||||||||||||||||
| Revenue from external customers | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Intersegment revenue | |||||||||||||||||||||||||||||
| Reconciliation of revenue | |||||||||||||||||||||||||||||
| Other revenue1 | |||||||||||||||||||||||||||||
| Elimination of intersegment revenue2 | ( | ||||||||||||||||||||||||||||
| Total consolidated revenue | $ | ||||||||||||||||||||||||||||
| Cost of sales: | |||||||||||||||||||||||||||||
| Cost of sales from external sources | |||||||||||||||||||||||||||||
| Intersegment operating expense | |||||||||||||||||||||||||||||
| Less:3 | |||||||||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||||||||
| Other segment items4 | |||||||||||||||||||||||||||||
| Segment profit (loss) | ( | ||||||||||||||||||||||||||||
| Reconciliation of profit (loss) | |||||||||||||||||||||||||||||
Other revenue1 | |||||||||||||||||||||||||||||
Other cost of sales1 | ( | ||||||||||||||||||||||||||||
Other expenses1 | ( | ||||||||||||||||||||||||||||
| Interest expense | ( | ||||||||||||||||||||||||||||
| Income from equity method investments | |||||||||||||||||||||||||||||
| Other non-operating expense | ( | ||||||||||||||||||||||||||||
| Other corporate expenses5 | ( | ||||||||||||||||||||||||||||
| Elimination of intersegment profits | |||||||||||||||||||||||||||||
| Income before income taxes | $ | ||||||||||||||||||||||||||||
1 Revenue, cost of sales, and expenses from segments below the quantitative thresholds or that do not constitute a business segment are attributable to an investment advisory business, a laser printer manufacturer, and a commercial property owned by the Company.
2 Elimination of intersegment revenue includes eliminations related to Other revenue in the tables above totaling $43.0 thousand for the three months ended September 30, 2024. After eliminations, Other revenue from third parties is $0.8 million for the three months ended September 30, 2024.
3 The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker. Intersegment expenses are included within the amounts shown.
4 Other segment items consist of depreciation and amortization and remeasurement of the earnout liability.
5 Other corporate expenses consist of unallocated expenses that are related to the activities of Corporate and other in support of the overall business. Unallocated expenses include, but are not limited to: shared services that are not allocated, costs associated with the corporate headquarters and, expenses related to identifying and pursuing new corporate business initiatives.
32
| Six Months Ended September 30, 2025 | |||||||||||||||||||||||||||||
| Overnight Air Cargo | Commercial Aircraft, Engines and Parts | Ground Support Equipment | Digital Solutions | Total | |||||||||||||||||||||||||
| Revenue from external customers | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Intersegment revenue | |||||||||||||||||||||||||||||
| Reconciliation of revenue | |||||||||||||||||||||||||||||
| Other revenue1 | |||||||||||||||||||||||||||||
| Elimination of intersegment revenue2 | ( | ||||||||||||||||||||||||||||
| Total consolidated revenue | $ | ||||||||||||||||||||||||||||
| Cost of sales: | |||||||||||||||||||||||||||||
| Cost of sales from external sources | |||||||||||||||||||||||||||||
| Intersegment operating expense | |||||||||||||||||||||||||||||
| Less:3 | |||||||||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||||||||
| Gain on sale of aircraft | ( | ( | |||||||||||||||||||||||||||
| Other segment items4 | |||||||||||||||||||||||||||||
| Segment profit (loss) | ( | ||||||||||||||||||||||||||||
| Reconciliation of profit (loss) | |||||||||||||||||||||||||||||
Other revenue1 | |||||||||||||||||||||||||||||
Other cost of sales1 | ( | ||||||||||||||||||||||||||||
Other expenses1 | ( | ||||||||||||||||||||||||||||
| Interest expense | ( | ||||||||||||||||||||||||||||
| Income from equity method investments | |||||||||||||||||||||||||||||
| Other non-operating income | |||||||||||||||||||||||||||||
| Other corporate expenses5 | ( | ||||||||||||||||||||||||||||
| Elimination of intersegment profits | |||||||||||||||||||||||||||||
| Income before income taxes | $ | ||||||||||||||||||||||||||||
1 Revenue, cost of sales, and expenses from segments below the quantitative thresholds or that do not constitute a business segment are attributable to an investment advisory business, a laser printer manufacturer, and a commercial property owned by the Company.
2 Elimination of intersegment revenue includes eliminations related to Other revenue in the tables above totaling $88.0 thousand for the six months ended September 30, 2025. After eliminations, Other revenue from third parties is $2.7 million for the six months ended September 30, 2025.
3 The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker. Intersegment expenses are included within the amounts shown.
4 Other segment items consist of depreciation and amortization and remeasurement of the earnout liability.
5 Other corporate expenses consist of unallocated expenses that are related to the activities of Corporate and other in support of the overall business. Unallocated expenses include, but are not limited to: shared services that are not allocated, costs associated with the corporate headquarters and, expenses related to identifying and pursuing new corporate business initiatives.
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| Six Months Ended September 30, 2024 | |||||||||||||||||||||||||||||
| Overnight Air Cargo | Commercial Aircraft, Engines and Parts | Ground Support Equipment | Digital Solutions | Total | |||||||||||||||||||||||||
| Revenue from external customers | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Intersegment revenue | |||||||||||||||||||||||||||||
| Reconciliation of revenue | |||||||||||||||||||||||||||||
| Other revenue1 | |||||||||||||||||||||||||||||
| Elimination of intersegment revenue2 | ( | ||||||||||||||||||||||||||||
| Total consolidated revenue | $ | ||||||||||||||||||||||||||||
| Cost of sales: | |||||||||||||||||||||||||||||
| Cost of sales from external sources | |||||||||||||||||||||||||||||
| Intersegment operating expense | |||||||||||||||||||||||||||||
| Less:3 | |||||||||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||||||||
| Other segment items4 | |||||||||||||||||||||||||||||
| Segment profit (loss) | ( | ( | |||||||||||||||||||||||||||
| Reconciliation of profit (loss) | |||||||||||||||||||||||||||||
Other revenue1 | |||||||||||||||||||||||||||||
Other cost of sales1 | ( | ||||||||||||||||||||||||||||
Other expenses1 | ( | ||||||||||||||||||||||||||||
| Interest expense | ( | ||||||||||||||||||||||||||||
| Income from equity method investments | |||||||||||||||||||||||||||||
| Other non-operating income | |||||||||||||||||||||||||||||
| Other corporate expenses5 | ( | ||||||||||||||||||||||||||||
| Elimination of intersegment profits | |||||||||||||||||||||||||||||
| Income before income taxes | $ | ||||||||||||||||||||||||||||
1 Revenue, cost of sales, and expenses from segments below the quantitative thresholds or that do not constitute a business segment are attributable to an investment advisory business, a laser printer manufacturer, and a commercial property owned by the Company.
2 Elimination of intersegment revenue includes eliminations related to Other revenue in the tables above totaling $87.0 thousand for the six months ended September 30, 2024. After eliminations, Other revenue from third parties is $1.6 million for the six months ended September 30, 2024.
3 The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker. Intersegment expenses are included within the amounts shown.
4 Other segment items consist of depreciation and amortization and remeasurement of the earnout liability.
5 Other corporate expenses consist of unallocated expenses that are related to the activities of Corporate and other in support of the overall business. Unallocated expenses include, but are not limited to: shared services that are not allocated, costs associated with the corporate headquarters and, expenses related to identifying and pursuing new corporate business initiatives.
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| Three Months Ended September 30, 2025 | |||||||||||||||||||||||||||||||||||||||||
| Overnight Air Cargo | Commercial Aircraft, Engines and Parts | Ground Support Equipment | Digital Solutions | Total Reportable segments | Corporate and Other | Total | |||||||||||||||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||||||||||||||||||||
| Capital Expenditures | |||||||||||||||||||||||||||||||||||||||||
| Three Months Ended September 30, 2024 | |||||||||||||||||||||||||||||||||||||||||
| Overnight Air Cargo | Commercial Aircraft, Engines and Parts | Ground Support Equipment | Digital Solutions | Total Reportable segments | Corporate and Other | Total | |||||||||||||||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||||||||||||||||||||
| Capital Expenditures | |||||||||||||||||||||||||||||||||||||||||
| Six Months Ended September 30, 2025 | |||||||||||||||||||||||||||||||||||||||||
| Overnight Air Cargo | Commercial Aircraft, Engines and Parts | Ground Support Equipment | Digital Solutions | Total Reportable segments | Corporate and Other | Total | |||||||||||||||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||||||||||||||||||||
| Capital Expenditures | |||||||||||||||||||||||||||||||||||||||||
| Six Months Ended September 30, 2024 | |||||||||||||||||||||||||||||||||||||||||
| Overnight Air Cargo | Commercial Aircraft, Engines and Parts | Ground Support Equipment | Digital Solutions | Total Reportable segments | Corporate and Other | Total | |||||||||||||||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||||||||||||||||||||
| Capital Expenditures | |||||||||||||||||||||||||||||||||||||||||
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| Reconciliation of operating income (loss) and elimination of intersegment loss was as follows: | ||||||||||||||||||||||||||
| Three Months Ended September 30, 2025 | ||||||||||||||||||||||||||
| (in thousands) | Overnight Air Cargo | Commercial Aircraft, Engines and Parts | Ground Support Equipment | Digital Solutions | Reportable Segment Total | Corporate and Other | Eliminations | Total | ||||||||||||||||||
| Operating income (loss) from external sources | $ | $ | $ | $ | ( | $ | $ | ( | $ | — | $ | |||||||||||||||
| Intersegment operating (loss) income | — | ( | — | — | ( | ( | — | |||||||||||||||||||
| Operating income (loss) | ( | ( | ||||||||||||||||||||||||
| Three Months Ended September 30, 2024 | ||||||||||||||||||||||||||
| Overnight Air Cargo | Commercial Aircraft, Engines and Parts | Ground Support Equipment | Digital Solutions | Reportable Segment Total | Corporate and Other | Eliminations | Total | |||||||||||||||||||
| Operating income (loss) from external sources | $ | $ | $ | $ | ( | $ | $ | ( | $ | — | $ | |||||||||||||||
| Intersegment operating (loss) income | ( | ( | — | — | ( | ( | — | |||||||||||||||||||
| Operating income (loss) | ( | ( | ||||||||||||||||||||||||
| Six Months Ended September 30, 2025 | ||||||||||||||||||||||||||
| (in thousands) | Overnight Air Cargo | Commercial Aircraft, Engines and Parts | Ground Support Equipment | Digital Solutions | Reportable Segment Total | Corporate and Other | Eliminations | Total | ||||||||||||||||||
| Operating income (loss) from external sources | $ | $ | $ | $ | ( | $ | $ | ( | $ | — | $ | |||||||||||||||
| Intersegment operating (loss) income | — | ( | — | — | ( | ( | — | |||||||||||||||||||
| Operating income (loss) | ( | ( | ||||||||||||||||||||||||
| Six Months Ended September 30, 2024 | ||||||||||||||||||||||||||
| Overnight Air Cargo | Commercial Aircraft, Engines and Parts | Ground Support Equipment | Digital Solutions | Reportable Segment Total | Corporate and Other | Eliminations | Total | |||||||||||||||||||
| Operating income (loss) from external sources | $ | $ | $ | ( | $ | ( | $ | $ | ( | $ | — | $ | ||||||||||||||
| Intersegment operating (loss) income | ( | ( | — | — | ( | ( | — | |||||||||||||||||||
| Operating income (loss) | ( | ( | ( | |||||||||||||||||||||||
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18. Commitments and Contingencies
Put/Call Options and Earnout
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 to require Contrail to purchase all of the Seller’s equity membership interests in Contrail, such options commencing on the fifth anniversary of the acquisition, which occurred on July 18, 2021. On May 30, 2024, Contrail entered into a Membership Interest Redemption and Earnout Agreement (the "Redemption Agreement") with the Seller. Pursuant to the Redemption Agreement, Contrail agreed to purchase and redeem from the Seller, 16 % of its 21 % interest in Contrail, with the earnout period being retroactive to April 1, 2024. The purchase price for the redeemed interest is $4.6 million in the form of a secured, subordinated promissory note, plus an earnout amount valued at $1.1 million. Under the Redemption Agreement, the Seller is entitled to an annual earnout payment equal to 9.14 % of Contrail's adjusted EBITDA over $7.0 million in each fiscal year beginning on March 31, 2025 and continuing through March 31, 2029. Pursuant to the Redemption Agreement, Contrail is required to calculate the earnout payments annually within 30 days following the completion of the annual audits of the Company and Contrail and payment of any amount due is required following satisfaction of a procedure to address any objections to the calculated amount. The earnout pursuant to the Redemption Agreement is a Level 3 fair value measurement that is valued at $0.4 million as of September 30, 2025. For the three and six months ended September 30, 2025, a gain has been recorded due to an increase in fair value of $0.3 million and $0.7 million, respectively.
In connection with the Redemption Agreement, the parties agreed to certain technical amendments to the First Amended and Restated Operating Agreement of Contrail and entered into a new Put and Call Agreement with respect to the remaining 5 % interest in Contrail held by the Seller. Pursuant to the new Put and Call Agreement, commencing April 1, 2026 and at any time thereafter, either Contrail or the Seller has the option to elect by written notice to purchase or sell all of the remaining 5 % interest in Contrail held by the Seller. The purchase price for the 5 % interest is equal to 5 % of the Contrail Equity Value, which is defined as an amount equal to nine times the average Adjusted EBITDA of Contrail's most recent three completed fiscal years at the time an option notice is delivered. The purchase price for the 5 % interest is to be paid in equal quarterly installments over a three-year period, together with interest at the then current ten-year Treasury bond yield plus 2.5 % adjusted annually. 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 greater of fair value on the date of the agreement, adjusted for allocable income and loss, or the redemption value at the end of each reporting period.
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 30.0 % 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 30.0 % 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 30.0 % interest at the call option price that equals the average EBIT over the three Financial Years prior to the exercise of the Call Option multiplied by eight . 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 three Financial Years prior to the exercise of the Put Option multiplied by seven and one-half. 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 the Shanwick 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 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 and Contrail RNCI are measured at the higher of their carrying value or their redemption value. As of September 30, 2025, the balances were comprised of the following (in thousands):
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| Shanwick RNCI | Contrail RNCI | Total | ||||||||||||||||||
| Beginning Balance as of April 1, 2025 | $ | $ | $ | |||||||||||||||||
| Distribution to non-controlling members | ( | ( | ||||||||||||||||||
| Net income attributable to non-controlling interests | ||||||||||||||||||||
| Other comprehensive income attributable to the RNCI | ||||||||||||||||||||
| Redemption value adjustments | ( | |||||||||||||||||||
| Ending Balance as of September 30, 2025 | $ | $ | $ | |||||||||||||||||
Crestone Asset Management, LLC and CJVII, LLC
For CAM's Investment Function, as described in Note 9, CAM's initial commitment to CJVII was approximately $51.0 million. The Company and MRC have commitments to CAM in the respective amounts of $7.0 million and $44.0 million. These represent the investor interests of CAM, separate and distinct from the common interests. Any investment returns on CAM’s investor interests are shared pro-rata between the Company and MRC for each individual investment at the CJVII Series. Per its Operating Agreement, CAM is comprised of only two Series: the Onshore and the Offshore Series. Participation in each is determined solely based on whether a potential investment at the CJVII Series is a domestic (Onshore) or international (Offshore) investment. As of September 30, 2025, for its Investment Function, the Company has contributed $19.6 million to CAM’s Offshore Series and $1.0 million to CAM’s Onshore Series. The Company fulfilled its Investment Function initial commitment to CAM in fiscal year 2023.
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 three (3 ) anniversary dates. At the later of (a) five (5 ) years after execution of the agreement and (b) distributions to MRC per the waterfall equal to their capital contributions, Air T has a call option and MRC has a put option on the MRC common interests in CAM ("secondary put and call option"). If either party exercises the option, the exercise price will be fair market value if Air T pays in cash at closing or 112.5 % of fair market value if Air T opts to pay in three (3 ) equal annual installments after exercise. With respect to the secondary put and call option, as it is priced at fair value, the Company determined that there is no potential loss or gain upon exercise that would need to be recognized.
19. Guarantees
Nonfinancial Guarantees
From time to time, we may issue guarantees or indemnifications to third parties assuring performance of lease agreements pertaining to aircraft assets owned by certain CJVII Series ("nonfinancial guarantees"). Air T's performance under these guarantees would be triggered by failure of the series to perform in accordance with the terms stated in the lease agreements.
Nonfinancial guarantees and indemnifications are recorded at fair value at their inception. We regularly review our performance risk under these arrangements, and in the event it becomes probable that we will be required to perform under a guarantee or indemnity, the amount of probable payment will be recorded.
The maximum potential payments for nonfinancial guarantees were $4.6 million and $4.4 million at September 30, 2025 and March 31, 2025, respectively. There were no
20. Subsequent Events
On October 21, 2025, the Company and a wholly-owned, indirect subsidiary of the Company delivered a Sale and Implementation Deed with the Court-Appointed Administrators of Regional Express Holdings Limited (Rex). If creditor, court and other approvals are received, the Company then expects to close the proposed transaction by calendar year end.
The proposed transaction provides for the Company's indirect subsidiary to acquire all of the outstanding capital stock of Rex, which operates the leading regional airline in Australia.
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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, 2025, to and including September 30, 2025 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, because of, among other things, potential risks and uncertainties, such as:
•An inability to finance our operations through bank or other financing or through the sale or issuance of debt or equity securities;
•Economic and industry conditions in the Company’s markets;
•The risk that contracts with FedEx Corporation (“FedEx”) could be terminated or adversely modified;
•The risk that the number of aircraft operated for FedEx is reduced;
•The risk that GGS customers will defer or reduce significant orders for deicing equipment;
•The impact of any terrorist activities or armed conflict on United States soil or abroad;
•Changes in U.S. and foreign trade regulations and tariffs;
•The Company’s ability to manage its cost structure for operating expenses, or unanticipated capital requirements, and match them to shifting customer service requirements and production volume levels;
•The Company's ability to meet debt service covenants and to refinance existing debt obligations;
•The risk of injury or other damage arising from accidents involving the Company’s overnight air cargo operations, equipment or parts sold and/or services provided;
•Market acceptance of the Company’s commercial and military equipment and services;
•Competition from other providers of similar equipment and services;
•Changes in government regulation and technology;
•Changes in the value of marketable securities held as investments;
•Mild winter weather conditions reducing the demand for deicing equipment;
•Market acceptance and operational success of the Company’s aircraft asset management business and related aircraft capital joint venture; and
•Despite our current indebtedness levels, we and our subsidiaries may still be able to incur substantially more debt, which could further exacerbate the risks associated with our substantial leverage.
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, 2025 (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.
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We currently operate in four industry segments:
•Overnight air cargo, which operates in the air express delivery services industry;
•Ground support equipment (formerly known as 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 (formerly known as Commercial jet engines and parts), which manages and leases aviation assets; supplies surplus and after market 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;
•Digital solutions, which develops and provides digital aviation and other business services to customers within the aviation industry to generate recurring subscription revenues.
The Company additionally has a central corporate function that acts as the capital allocator and resource for other consolidated businesses, referred to as Corporate and other. Further, Corporate and other also comprises insignificant businesses and business interests.
Effective as of the fourth quarter of fiscal year 2025, we renamed our ground equipment sales segment to ground support equipment and renamed our commercial jet engines and parts segment to commercial aircraft, engines and parts to better align the descriptions of the segments with their activities.
Additionally, we elected to separately disclose the digital solutions segment to better align our financial statement presentation with a key anticipated long-term growth area for the Company. Digital solutions was previously classified as part of insignificant business activities. As a result of this change, prior period segment information has been recast to conform to our current presentation in our financial statements and related notes.
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
Second Quarter Fiscal 2026 Compared to Second Quarter Fiscal 2025
Operating Revenue
Consolidated revenue for the three-month period ended September 30, 2025 decreased by $17.1 million (21.0%) 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, 2025 compared to the same quarter in the prior fiscal year (in thousands):
| Three Months Ended September 30, | Change | |||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||
| Overnight Air Cargo | $ | 29,924 | $ | 31,187 | $ | (1,263) | (4) | % | ||||||||||||
| Ground Support Equipment | 9,637 | 14,454 | (4,817) | (33) | % | |||||||||||||||
| Commercial Aircraft, Engines, and Parts | 20,880 | 32,926 | (12,046) | (37) | % | |||||||||||||||
| Digital Solutions | 2,209 | 1,836 | 373 | 20 | % | |||||||||||||||
| Segments total | 62,650 | 80,403 | (17,753) | (22) | % | |||||||||||||||
Revenues from the overnight air cargo segment for the three-month period ended September 30, 2025 decreased by $1.3 million (4%) compared to the second quarter of the prior fiscal year. The decrease was principally attributable to lower flight admin fees driven by increased soft and hard parked aircraft when compared to the prior year comparable quarter.
The ground support equipment segment contributed approximately $9.6 million and $14.5 million to the Company’s revenues for the three-month period ended September 30, 2025 and 2024 respectively, representing a $4.8 million (33%) decrease in the current fiscal year quarter. The decrease was primarily driven by a lower number of deicing trucks sold in the current quarter compared to the
40
comparable quarter from the prior fiscal year as a result of timing on fulfilling annual orders for certain customers. At September 30, 2025, the ground support equipment segment’s order backlog was $12.9 million compared to $6.2 million at September 30, 2024.
The commercial aircraft, engines and parts segment contributed $20.9 million of revenues in the quarter ended September 30, 2025 compared to $32.9 million in the comparable prior year quarter, which is a decrease of $12.0 million (37%). The decrease was largely attributable to a decline in component sales at Contrail, driven by a lower level of component inventory purchases during the preceding twelve-month period.
Digital solutions segment contributed $2.2 million of revenues in the quarter ended September 30, 2025 compared to $1.8 million in the prior year quarter, an increase of $0.4 million (20%). The increase is primarily due to increased software subscriptions represented by monthly recurring revenues of $0.7 million as of September 30, 2025 versus $0.6 million as of September 30, 2024.
Operating Expenses
Consolidated segment operating expenses for the three-month period ended September 30, 2025 decreased by $15.2 million (24%) compared to the same quarter in the prior fiscal year.
Following is a table detailing operating expenses by segment during the three months ended September 30, 2025 compared to the same quarter in the prior fiscal year (in thousands):
| Three Months Ended September 30, | Change | ||||||||||||||||
| 2025 | 2024 | ||||||||||||||||
| Overnight Air Cargo: | |||||||||||||||||
| Operating expense | $ | 24,922 | $ | 26,326 | $ | (1,404) | |||||||||||
| Percentage of segment net sales | 83 | % | 84 | % | |||||||||||||
| Ground Support Equipment: | |||||||||||||||||
| Operating expense | 6,539 | 12,395 | (5,856) | ||||||||||||||
| Percentage of segment net sales | 68 | % | 86 | % | |||||||||||||
| Commercial Aircraft, Engines and Parts: | |||||||||||||||||
| Operating expense | 14,427 | 22,582 | (8,155) | ||||||||||||||
| Percentage of segment net sales | 69 | % | 69 | % | |||||||||||||
| Digital Solutions: | |||||||||||||||||
| Operating expense | 762 | 682 | 80 | ||||||||||||||
| Percentage of segment net sales | 34 | % | 37 | % | |||||||||||||
| Segments total | 46,650 | 61,985 | (15,335) | ||||||||||||||
The overnight air cargo segment contributed $24.9 million and $26.3 million to the Company's operating expenses for the three-month period ended September 30, 2025 and 2024, respectively, representing a $1.4 million (5%) decrease in the current quarter. The decrease was primarily attributable to the decrease in revenues noted above.
The ground support equipment segment contributed approximately $6.5 million and $12.4 million to the Company's operating expenses for the three-month period ended September 30, 2025 and 2024, respectively, representing a $5.9 million (47%) decrease in the current quarter. The decrease was primarily driven by lower costs associated with the reduced sales volume discussed in the segment revenue section above. However, the decline in operating expenses as a percentage of net sales was less pronounced than in the prior-year quarter, reflecting higher margins realized on deicing truck sales during the current period.
The commercial aircraft, engines and parts segment contributed $14.4 million and $22.6 million to the Company's operating expenses for the three-month period ended September 30, 2025 and 2024, respectively, representing a $8.2 million (36%) decrease in the current quarter. Lower component sales in the current quarter resulted in the decrease in operating expenses.
The digital solutions segment contributed $0.8 million of operating expenses in the quarter ended September 30, 2025 compared to $0.7 million in the prior year quarter, reflecting a relatively flat year-over-year trend.
General and administrative
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| Three Months Ended September 30, | Change | ||||||||||||||||
| 2025 | 2024 | ||||||||||||||||
| General and administrative | $ | 18,099 | $ | 14,202 | $ | 3,897 | |||||||||||
| Percentage of total net sales | 28 | % | 17 | % | |||||||||||||
General and administrative expenses for the three-month period ended September 30, 2025 increased by $3.9 million (27%) compared to the first quarter of the prior fiscal year. The increase was primarily driven by acquisition-related costs incurred during the current year, as well as higher payroll and employee-related expenses.
Non-Operating Income (Expense)
Following is a table detailing non-operating income (expense) during the three months ended September 30, 2025 compared to the same quarter in the prior fiscal year (in thousands):
| Three Months Ended September 30, | Change | ||||||||||||||||
| 2025 | 2024 | ||||||||||||||||
| Interest expense | $ | (2,252) | $ | (2,162) | $ | (90) | |||||||||||
| Income from equity method investments | 4,179 | 2,346 | 1,833 | ||||||||||||||
| Other | (201) | (505) | 304 | ||||||||||||||
| $ | 1,726 | $ | (321) | $ | 2,047 | ||||||||||||
The Company had net non-operating income of $1.7 million during the quarter ended September 30, 2025, compared to net non-operating loss of $0.3 million in the prior year quarter. The non-operating income was driven by a $1.8 million increase in net income allocated to the Company from equity method investments, as detailed in Note 9 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Report on Form 10-Q.
Provision for Income Taxes
During the three-month period ended September 30, 2025, the Company recorded $2.2 million in income tax expense at an effective tax rate (“ETR”) of 30.4%. The Company has computed the provision for income taxes based on the estimated annual effective tax rate and the application of discrete items, if any, 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, 2025 were the valuation allowance related to the Company’s U.S. consolidated group, DTI and DSI, the foreign rate differentials for Air T’s operations located in the Netherlands and Puerto Rico, non-deductible acquisition-related costs, and the benefit from the Foreign-Derived Intangible Income (“FDII”) deduction.
During the three-month period ended September 30, 2024, the Company recorded $0.3 million in income tax expense at an ETR of 10.2%. The Company has computed the provision for income taxes based on the estimated annual effective tax rate excluding loss jurisdictions with no tax benefit and the application of discrete items, if any, 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, 2024 were the valuation allowance related to the Company’s U.S. consolidated group, DTI, LGSS, DSI and BCCM Kenya, and the foreign rate differentials for Air T’s operations located in the Netherlands and Puerto Rico.
First Six Months of Fiscal 2026 Compared to First Six Months of Fiscal 2025
Operating Revenue
Consolidated segment revenue for the six-month period ended September 30, 2025 decreased by $12.6 million (9%) compared to the same period in the prior fiscal year.
Following is a table detailing revenue by segment, net of intercompany during the six months ended September 30, 2025 compared to the same period in the prior fiscal year (in thousands):
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| Six Months Ended September 30, | Change | |||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||
| Overnight Air Cargo | $ | 60,513 | $ | 61,570 | $ | (1,057) | (2) | % | ||||||||||||
| Ground Support Equipment | 24,707 | 21,809 | 2,898 | 13 | % | |||||||||||||||
| Commercial Aircraft, Engines, and Parts | 42,840 | 59,176 | (16,336) | (28) | % | |||||||||||||||
| Digital Solutions | 4,305 | 3,515 | 790 | 22 | % | |||||||||||||||
| Segments total | 132,365 | 146,070 | (13,705) | (9) | % | |||||||||||||||
Revenues from the overnight air cargo segment for the six months ended September 30, 2025 decreased by $1.1 million (2%) compared to the six months ended September 30, 2024. The decrease was principally attributable to lower flight admin fees driven by increased soft and hard parked aircraft when compared to the prior year comparable period.
The ground support equipment segment's revenue for the six-month period ended September 30, 2025 was $24.7 million compared to $21.8 million in the same period in the prior fiscal year, an increase of $2.9 million (13%). The increase is a result of increased deicer shipments and increase in spare parts sales in the current period. We believe the increase in parts revenue is driven by heightened demand for maintenance and overhaul services preparation for the coming winter season.
The commercial aircraft, engines and parts segment contributed $42.8 million of revenues in the six months ended September 30, 2025 compared to $59.2 million in the comparable prior year six months period. The decrease was largely attributable to a decline in component sales at Contrail, driven by a lower level of component inventory purchases during the preceding twelve-month period.
The digital solutions segment contributed $4.3 million of revenues in the six months ended September 30, 2025 compared to $3.5 million in the prior year six month period, an increase of $0.8 million (22%). The increase was primarily due to increased software subscriptions represented by monthly recurring revenues of $0.7 million as of September 30, 2025 versus $0.6 million as of September 30, 2024.
Operating Expenses
Consolidated segment operating expenses for the six-month period ended September 30, 2025 decreased by $13.1 million (11%) compared to the same period in the prior fiscal year.
Following is a table detailing operating expenses by segment during the six months ended September 30, 2025 compared to the same period in the prior fiscal year (in thousands):
| Six Months Ended September 30, | Change | ||||||||||||||||
| 2025 | 2024 | ||||||||||||||||
| Overnight Air Cargo: | |||||||||||||||||
| Operating expense | $ | 50,821 | $ | 52,036 | $ | (1,215) | |||||||||||
| Percentage of segment net sales | 84 | % | 85 | % | |||||||||||||
| Ground Support Equipment: | |||||||||||||||||
| Operating expense | 18,842 | 18,929 | (87) | ||||||||||||||
| Percentage of segment net sales | 76 | % | 87 | % | |||||||||||||
| Commercial Aircraft, Engines and Parts: | |||||||||||||||||
| Operating expense | 29,084 | 41,493 | (12,409) | ||||||||||||||
| Percentage of segment net sales | 68 | % | 70 | % | |||||||||||||
| Digital Solutions: | |||||||||||||||||
| Operating expense | 1,598 | 1,238 | 360 | ||||||||||||||
| Percentage of segment net sales | 37 | % | 35 | % | |||||||||||||
| Segments total | 100,345 | 113,696 | (13,351) | ||||||||||||||
The overnight air cargo segment contributed $50.8 million and $52.0 million to the Company's operating expenses for the six-month period ended September 30, 2025 and 2024, respectively, representing a $1.2 million (2%) decrease in the current period. The decrease was primarily attributable to lower costs associated with the decrease in revenues noted above.
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Operating expenses from the ground support equipment segment for the six months ended September 30, 2025 was relatively flat compared to the six months ended September 30, 2024 but showed improvements when viewed as a percentage of net sales due to higher margins realized on deicer and part sales in the current year.
The commercial aircraft, engines and parts segment contributed $29.1 million and $41.5 million to the Company's operating expenses for the six months ended September 30, 2025 and 2024, respectively, representing a $12.4 million (30%) decrease in the current period. Lower component sales in the current year resulted in the decrease in operating expenses.
The digital solutions segment contributed $1.6 million of operating expenses in the six months ended September 30, 2025 compared to $1.2 million in the prior year comparable period, reflecting a relatively flat year-over-year trend.
General and Administrative
| Six Months Ended September 30, | Change | ||||||||||||||||
| 2025 | 2024 | ||||||||||||||||
| General and administrative | $ | 33,130 | $ | 28,437 | $ | 4,693 | |||||||||||
| Percentage of total net sales | 25 | % | 19 | % | |||||||||||||
General and administrative expenses for the six month period ended September 30, 2025 increased by $4.7 million (17%) compared to the prior year comparable period. The increase was primarily driven by acquisition-related costs incurred during the current year, as well as higher payroll and employee-related expenses.
Non-Operating Income (Expense)
Following is a table detailing non-operating income (expense) during the six months ended September 30, 2025 compared to the same six months in the prior fiscal year (in thousands):
| Six Months Ended September 30, | Change | ||||||||||||||||
| 2025 | 2024 | ||||||||||||||||
| Interest expense | $ | (4,565) | $ | (4,108) | $ | (457) | |||||||||||
| Income from equity method investments | 4,160 | 4,269 | (109) | ||||||||||||||
| Other | 478 | 179 | 299 | ||||||||||||||
| $ | 73 | $ | 340 | $ | (267) | ||||||||||||
The Company had a net non-operating income of $0.1 million for the six months ended September 30, 2025 compared to a net non-operating income of $0.3 million in the prior year six-month period. Overall, non-operating results were relatively consistent with the prior-year period.
Provision for Income Taxes
During the six-month period ended September 30, 2025, the Company recorded $2.1 million in income tax expense at an ETR of 32.1%. The Company has computed the provision for income taxes based on the estimated annual effective tax rate excluding loss jurisdictions with no tax benefit and the application of discrete items, if any, 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 six-month period ended September 30, 2025 were the valuation allowance related to the Company’s U.S. consolidated group, DTI and DSI, the foreign rate differentials for Air T’s operations located in the Netherlands and Puerto Rico, non-deductible transaction costs, and the benefit from the FDII deduction.
During the six-month period ended September 30, 2024, the Company recorded $0.4 million in income tax expense at an ETR of 12.0%. The Company has computed the provision for income taxes based on the estimated annual effective tax rate excluding loss jurisdictions with no tax benefit and the application of discrete items, if any, 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 six-month period ended September 30, 2024 were the valuation allowance related to the Company’s U.S. consolidated group, DTI, LGSS, DSI and BCCM Kenya, and the foreign rate differentials for Air T’s operations located in the Netherlands and Puerto Rico.
Critical Accounting Policies and Estimates
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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, 2025. 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, 2025.
Seasonality
The ground support equipment 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.
Systems and Network Security
Although we have employed significant resources to develop our security measures against breaches, our cybersecurity measures may not detect or prevent all attempts to compromise our systems, including hacking, viruses, malicious software, break-ins, phishing attacks, security breaches or other attacks and similar disruptions that may jeopardize the security of information stored in and transmitted by our systems. Breaches of our cybersecurity measures could result in unauthorized access to our systems, misappropriation of information or data, deletion or modification of client information or other interruption to our business operations. As techniques used to obtain unauthorized access to sabotage systems change frequently and may not be known until launched against us or our third-party service providers, we may be unable to anticipate, or implement adequate measures to protect against these attacks. If we are unable to avert these attacks and security breaches in the future, we could be subject to significant legal and financial liability, our reputation would be harmed and we could sustain substantial revenue loss from lost sales and customer dissatisfaction. We may not have the resources or technical sophistication to anticipate or prevent rapidly evolving types of cyber-attacks. Cyber-attacks may target us or other participants, or the communication infrastructure on which we depend. Actual or anticipated attacks and risks may cause us to incur significantly higher costs, including costs to deploy additional personnel and network protection technologies, train employees, and engage third-party experts and consultants. Cybersecurity breaches would not only harm our reputation and business, but also could materially decrease our revenue and net income.
Inflation
Future economic developments such as inflation and increased interest rates as well as further business issues present uncertainty and risk with respect to our financial condition and results of operations. We expect that issues caused by economic and business issues will continue beyond the current fiscal year. The fluidity of this situation precludes any prediction as to the ultimate adverse impact these issues on economic and market conditions and our businesses in particular, and, as a result, presents material uncertainty and risk with respect to us and our results of operations. The Company believes the estimates and assumptions underlying the Company’s consolidated financial statements are reasonable and supportable based on the information available as of September 30, 2025.
Liquidity and Capital Resources
As of September 30, 2025, the Company held approximately $17.5 million in cash and cash equivalents and restricted cash. The Company has an aggregate of approximately $28.4 million in available funds under its lines of credit as of September 30, 2025.
As of September 30, 2025, the Company’s working capital amounted to $49.4 million, an increase of $18.5 million compared to March 31, 2025, primarily driven by a $8.1 million increase in inventory and a $11.5 million increase in cash and cash equivalents.
As mentioned in Note 13 of Notes to Condensed Consolidated Financial Statements included under Part I, Item 1 of this Report on Form 10-Q, in connection with the acquisition of Royal on May 15, 2025, the Alerus Loan Parties under the Revolving Credit Agreement with Alerus entered into Amendment No. 4 to Credit Agreement and Consent and Term Loan C with Alerus in the amount of $1.1 million. The purpose of the Amendment and Term Note was to provide a term loan to finance the full purchase price of the acquisition, to add Royal as a part of the Alerus Loan Parties to the Alerus credit agreement, as amended and to memorialize Alerus’ consent to the Royal acquisition. The new term loan matures May 15, 2030 and bears interest at the greater of five (5%) percent or the CME one-month term SOFR rate plus 2.25%. Monthly payments on Term Note C commenced June 15, 2025 and are equal to $12.5 thousand plus accrued interest. The term loan is secured by the terms of the Security Agreement dated as of August 29, 2024.
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As mentioned in Note 13 of Notes to Condensed Consolidated Financial Statements included under Part I, Item 1 of this Report on Form 10-Q, on May 30, 2025, the Company, along with AAM 24-1 (the "Issuer"), entered into new transaction documents with the Institutional Investors that replaced the Second NPA transaction documents. Pursuant to the Third NPA with the Institutional Investors, the Issuer agreed to issue and sell a Multiple Advance Senior Secured Note in an aggregate principal amount of up to $100.0 million (the “Multiple Advance Note”). For purposes of clarity and the avoidance of doubt, as of the closing date, the Institutional Investors advanced an additional $10.0 million to the Issuer and have collectively advanced under the Multiple Advance Note to the Issuer the aggregate amount of $40.0 million. Provided no default or event of default of the Issuer exists, and subject to satisfaction of all requirements for any closing as set forth in the Third NPA, the Investors are obligated to advance to the Issuer an additional aggregate $60.0 million in $10.0 million increments, each on or within fifteen days of the following dates (in thousands):
| September 30, 2025 | $10.0 million | ||||
| January 30, 2026 | $10.0 million | ||||
| May 30, 2026 | $10.0 million | ||||
| September 30, 2026 | $10.0 million | ||||
| January 30, 2027 | $10.0 million | ||||
| May 30, 2027 | $10.0 million | ||||
The Multiple Advance Note bears annual interest at a rate of 8.5% which is computed on the basis of a 30/360-day year and actual days elapsed and is payable semi-annually in arrears, pursuant to the terms of the Multiple Advance Note. The maturity date of the Multiple Advance Note is May 31, 2035. The Multiple Advance Note contains standard and customary events of default including, but not limited to, failure to make payments when due under the Multiple Advance Note, failure to comply with certain covenants contained in the Multiple Advance Note, or bankruptcy or insolvency of, or certain monetary judgments against the Issuer or the Company. The prior notes were cancelled and replaced by the Multiple Advance Note. Funds advanced under the Multiple Advance Note may be reinvested for a period of six years from the date of closing.
The Issuer may prepay all or a portion of the outstanding principal and accrued but unpaid interest at any time, provided that (i) if the Issuer prepays all or any portion of the Multiple Advance Note within one year from the Issue Date, the Issuer is required to pay the Investors a prepayment premium equal to two percent (2.0%) of the amount being prepaid, and (ii) if the Issuer prepays all or any portion of the Multiple Advance Note after the first anniversary of the Issue Date but on or prior to the second anniversary of the Issue Date, the Issuer is required to pay the Investors a prepayment premium equal to one percent (1.0%) of the amount being prepaid. If the Issuer elects to prepay a portion of the outstanding principal and accrued but unpaid interest, then in no event can such prepayment be for an amount less than $1.0 million.
The various equity interests that were assigned by the Company to the Issuer on or about the closing date of the original financings continue to serve as collateral for the repayment of the Multiple Advance Note as does all of the issued and outstanding capital stock of the Issuer owned by the Company, and the 320,000 Trust Preferred Securities, held by the Issuer.
As mentioned in Note 13 of Notes to Condensed Consolidated Financial Statements included under Part I, Item 1 of this Report on Form 10-Q, on September 3, 2025, the Alerus Loan Parties under the Revolving Credit Agreement with Alerus entered into Amendment No. 5 to Credit Agreement, the Amended and Restated Revolving Credit Note, and the Amended and Restated Term Note A. Pursuant to Amendment No. 5 to Credit Agreement, the Overline Note provisions and note were eliminated. Pursuant to the Amended and Restated Revolving Credit Note, the revolving credit commitment to make revolving credit loans and to issue letters of credit was increased to an aggregate principal amount not to exceed $20.0 million. The interest rate on the Revolving Credit Note was decreased to the greater of 5.00% or 1-month SOFR plus 1.90%. The maturity date was extended to August 28, 2027. The financial covenants are to be measured semi-annually at December and March of each year and the Alerus Loan Parties are to deliver quarterly financial statements to Alerus. Pursuant to the Amended and Restated Term Note A, Term Note A was amended and restated by the Alerus Loan Parties in the principal amount of $9.2 million. The maturity date remains August 15, 2029. The Term Note A interest rate was revised to 1-month SOFR plus 2.00%.
The Company believes that it has sufficient cash on hand and available liquidity, 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.
Cash Flows
Following is a table of changes in cash flow for the six months ended September 30, 2025 and 2024 (in thousands):
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| Six Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Net cash (used in) provided by operating activities | $ | (6,504) | $ | 3,044 | |||||||
| Net cash provided by (used in) investing activities | 13,936 | (14,195) | |||||||||
| Net cash provided by financing activities | 3,746 | 12,494 | |||||||||
| Effect of foreign currency exchange rates on cash and cash equivalents | (147) | (2) | |||||||||
| Net Increase in Cash and Cash Equivalents and Restricted Cash | $ | 11,031 | $ | 1,341 | |||||||
Net cash used in operating activities was $6.5 million for the six-month period ended September 30, 2025 compared to net cash provided by operating activities of $3.0 million in the prior year six-month period, representing a decrease of $9.5 million. The decrease was primarily attributable to a $16.9 million change in cash flow from inventory and a $7.0 million current year period gain on sale of the two Airbus Model A321-111 aircraft. The change in inventory was primarily driven by Contrail purchasing an engine for tear-down in the current year period while the prior year period saw high sales of component inventory that was not replenished. The changes in inventory and gain on sale of aircraft were partially offset by a $13.4 million change in cash flow from accounts receivable. The change in cash flows from accounts receivable in the current year period was due to the decrease in component sales at Contrail.
Net cash provided by investing activities for the six-month period ended September 30, 2025 was $13.9 million compared to net cash used in investing activities of $14.2 million in the prior year period. The cash provided by investing activities in the current six-month period was primarily driven by proceeds of $19.9 million from the sale of the two Airbus Model A321-111 aircraft, partially offset by investments in unconsolidated entities of $6.8 million. Cash used in investing activities in the prior year period was primarily driven by capital expenditures of $14.6 million related to the purchase of the two aircraft that were sold in the current year period.
Net cash provided by financing activities for the six-month period ended September 30, 2025 was $3.7 million compared to net cash provided by financing activities of $12.5 million in the prior year period. The year-over-year decrease in net cash provided by financing activities was primarily due to a $13.4 million and $4.2 million increase on payments made on the Company's revolving lines of credit and term loans, respectively, partially offset by a $11.1 million increase in proceeds from the Company's revolving lines of credit.
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 assets that are on lease, as the Company believes this expense matches with the corresponding revenue earned on leased assets.
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. We may periodically review and update our non-GAAP financial measures based on our determination of their relevance to our business which could result in the addition or elimination of select non-GAAP financial measures in the future. 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, 2025 and 2024 (in thousands):
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| Three months ended | Six months ended | ||||||||||||||||||||||
| 9/30/2025 | 9/30/2024 | 9/30/2025 | 9/30/2024 | ||||||||||||||||||||
| Operating income | $ | 5,508 | $ | 3,620 | $ | 6,354 | $ | 3,062 | |||||||||||||||
Depreciation and amortization (excluding certain leased assets depreciation)1 | 730 | 949 | 1,432 | 1,709 | |||||||||||||||||||
| Asset impairment, restructuring or impairment charges | 198 | 124 | 239 | 503 | |||||||||||||||||||
| Loss (gain) on sale of property and equipment | 21 | (8) | 20 | (8) | |||||||||||||||||||
| Securities issuance expenses | 20 | 28 | 49 | 129 | |||||||||||||||||||
| Share-based compensation | 41 | 2 | 81 | 18 | |||||||||||||||||||
| Severance expenses | — | 39 | — | 218 | |||||||||||||||||||
| Earnout remeasurement | (264) | 279 | (666) | 259 | |||||||||||||||||||
| Deal-sourcing and acquisition related expenses | 1,628 | — | 1,837 | — | |||||||||||||||||||
| Adjusted EBITDA | $ | 7,882 | $ | 5,033 | $ | 9,346 | $ | 5,890 | |||||||||||||||
(1) Leased assets depreciation expense excluded was $0.1 million and $0.7 million during the three and six months ended September 30, 2025, respectively. There were no leased assets depreciation expense excluded for both the three and six months ended September 30, 2024. | |||||||||||||||||||||||
The table below provides Adjusted EBITDA by segment for the three and six months ended September 30, 2025 and 2024 (in thousands):
| Three months ended | Six months ended | ||||||||||||||||||||||
| 9/30/2025 | 9/30/2024 | 9/30/2025 | 9/30/2024 | ||||||||||||||||||||
| Overnight Air Cargo | $ | 1,801 | $ | 1,950 | $ | 3,414 | $ | 3,897 | |||||||||||||||
| Ground Support Equipment | 1,653 | 513 | 3,027 | 1 | |||||||||||||||||||
| Commercial Aircraft, Engines and Parts | 6,943 | 4,141 | 7,697 | 5,806 | |||||||||||||||||||
| Digital Solutions | (208) | (80) | (294) | (393) | |||||||||||||||||||
| Segments total | $ | 10,189 | $ | 6,524 | $ | 13,844 | $ | 9,311 | |||||||||||||||
| Corporate and Other | (2,307) | (1,491) | (4,498) | (3,421) | |||||||||||||||||||
| Adjusted EBITDA | $ | 7,882 | $ | 5,033 | $ | 9,346 | $ | 5,890 | |||||||||||||||
Issuer and guarantor subsidiary summarized information
Air T Funding is a statutory business trust formed under Delaware law in September 2018. Air T Funding exists for the exclusive purposes of (i) issuing and selling its Alpha Income Trust Preferred Securities (also referred to as the 8.0% Cumulative Securities, Capital Securities or “Trust Preferred Securities” or "TruPs"), par value $25.00 per share, (ii) using the proceeds from the sale of the Trust Preferred Securities to acquire Junior Subordinated Debentures issued by the Company, and (iii) engaging in only those other activities necessary, advisable or incidental thereto (such as registering the transfer of the Trust Preferred Securities). Accordingly, the Junior Subordinated Debentures are the sole assets of Air T Funding, and payments by the Company under the Junior Subordinated Debentures and a related expense agreement are the sole revenues of Air T Funding. Air T Funding’s business and affairs are conducted by a Property Trustee, a Delaware Trustee and two individual Administrative Trustees who are officers of Air T.
Distributions on the Trust Preferred Securities are payable to record holders at the annual rate of 8% of the stated $25.00 liquidation amount, payable quarterly in arrears on the 15th day of February, May, August, and November in each year. The Trust Preferred Securities issued by the Trust are fully and unconditionally and jointly and severally guaranteed on a senior unsecured basis by Air T. Air T guarantees the payment of distributions by Air T Funding and payments on liquidation of or redemption of the Trust Preferred Securities (subordinate to the right to payment of senior and subordinated debt of Air T, as defined in Note 13 of Notes to condensed Consolidated Financial Statements included under Part I, Item 1 of this report). If Air T Funding has insufficient funds to pay distributions on the Trust Preferred Securities (i.e., if Air T has failed to make required payments under the Junior Subordinated Debentures), a holder of the Trust Preferred Securities would have the right to institute a legal proceeding directly against Air T to enforce payment of such distributions.
All of the Common Securities of Air T Funding are owned by Air T. The Common Securities rank pari passu, and payments will be made thereon pro rata, with the Trust Preferred Securities, except that upon the occurrence and during the continuance of an event of default under the Trust Agreement, as amended resulting from an event of default under the indenture, the rights of the Company as
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holder of the common securities to payment in respect of distributions and payments upon liquidation, redemption or otherwise would be subordinated to the rights of the holders of the Trust Preferred Securities.
The Trust Preferred Securities are subject to mandatory redemption at any time on or after June 7, 2024. Upon the repayment or redemption at any time, in whole or in part, of any Junior Subordinated Debentures, the proceeds from such repayment or redemption would be applied to redeem a like amount of the Trust Preferred Securities, at the liquidation amount plus any accumulated and unpaid distributions. If less than all of the Junior Subordinated Debentures are to be repaid or redeemed on a redemption date, then the proceeds from such repayment or redemption would be allocated to the redemption of the Trust Preferred Securities pro rata.
The Company also has an optional right to redeem the Junior Subordinated Debentures (i) on or after June 7, 2024, in whole at any time or in part from time to time at a redemption price equal to the accrued and unpaid interest on the Junior Subordinated Debentures so redeemed to the date fixed for redemption, plus 100% of the principal amount thereof, or (ii) at any time, in whole (but not in part), upon the occurrence of a Tax Event, an Investment Company Event or a Capital Treatment Event (each as defined in the indenture) at a redemption price equal to the accrued and unpaid interest on the Junior Subordinated Debentures so redeemed to the date fixed for redemption, plus 100% of the principal amount thereof. In the event a Tax Event, an Investment Company Event or Capital Treatment Event has occurred and is continuing and the Company does not elect to redeem the Junior Subordinated Debentures and thereby cause a mandatory redemption of the Trust Preferred Securities or to liquidate Air T Funding and cause the Junior Subordinated Debentures to be distributed to holders of the Trust Securities in liquidation of Air T Funding, such Trust Preferred Securities will remain outstanding and additional sums may be payable on the Junior Subordinated Debentures.
So long as no Debenture event of default has occurred and is continuing, at any time on or after June 7, 2024, the Company has the right under the indenture to defer the payment of interest on the Junior Subordinated Debentures at any time or from time to time for a period not exceeding 20 consecutive quarters with respect to each such period (each, an “Extension Period”), provided that no Extension Period may extend beyond the stated maturity of the Junior Subordinated Debentures on June 7, 2049. As a consequence of any such election, quarterly distributions on the Trust Preferred Securities will be deferred by Air T Funding during any such Extension Period. Distributions to which holders of Trust Preferred Securities are entitled will accumulate additional amounts thereon at the rate per annum of 8% thereof, compounded quarterly from the relevant Distribution Date, to the extent permitted under applicable law. During any such Extension Period, the Company may not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company’s capital stock (which includes common and preferred stock) or (ii) make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank pari passu with or junior in interest to the Junior Subordinated Debentures or make any guarantee payments with respect to any guarantee by the Company of the debt securities of any subsidiary of the Company if such guarantee ranks pari passu with or junior in interest to the Junior Subordinated Debentures (other than (a) dividends or distributions in common stock of the Company, (b) any declaration of a dividend in connection with the implementation of a stockholders’ rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under the guarantee and (d) purchases of common stock for issuance under any of the Company’s benefit plans for its directors, officers or employees). Prior to the termination of any such Extension Period, the Company may further extend such Extension Period, provided that such extension does not cause such Extension Period to exceed 20 consecutive quarters or extend beyond the stated maturity. Upon the termination of any such Extension Period and the payment of all amounts then due, and subject to the foregoing limitations, the Company may elect to begin a new Extension Period. Subject to the foregoing, there is no limitation on the number of times that the Company may elect to begin an Extension Period. The Company has no current intention of exercising its right to defer payments of interest by extending the interest payment period on the Junior Subordinated Debentures.
Air T Funding has a term of 30 years, but may terminate earlier as provided in the Trust Agreement, as amended. The Trust Agreement was most recently amended on March 3, 2021 and on January 28, 2022 and currently allows for the issuance of up to $100.0 million of Trust Preferred Securities. As of September 30, 2025, there are $48.5 million in Trust Preferred Securities outstanding ($13.0 million held by the wholly-owned subsidiaries of the Company).
The Trust is a “finance subsidiary” of Air T within the meaning of Rule 3‑10 of Regulation S‑X under the Securities Act of 1933, as amended, and as a result the Air T Funding does not file periodic reports with the SEC under the Securities Exchange Act of 1934, as amended.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
For quantitative and qualitative disclosures about market risk, see Item 7A “Quantitative and Qualitative Disclosures About Market Risk” of our Annual Report on Form 10-K for the year ended March 31, 2025. Our exposures to market risk have not changed materially since March 31, 2025.
Item 4. Controls and Procedures
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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, 2025. 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, 2025 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
(c) 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. As of September 30, 2025, 752,228 shares may be repurchased pursuant to this program.
No shares were repurchased during the quarter ended September 30, 2025.
Item 5. Other information
(c) Insider Trading Arrangements
During the quarter ended September 30, 2025, none of our directors or officers (as defined in Section 16 of the Exchange Act), adopted terminated
Item 6. Exhibits
(a) Exhibits
51
| No. | Description | ||||
| 10.1 | |||||
10.2 | |||||
10.3 | |||||
10.4 | |||||
10.5 | Unlimited Continuing Guaranty (Swap Transaction) of Air T, Inc. to and for the benefit of Alerus Financial, National Association entered into as of September 3, 2025, incorporate by reference to Exhibit 10.5 of the Company's Current Report on Form 8-K filed September 5, 2025 (Commission File No. 001-35476). | ||||
| 22.1 | |||||
| 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, 2025, 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.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| AIR T, INC. | ||||||||
| Date: November 12, 2025 | ||||||||
| /s/ Tracy Kennedy | ||||||||
| Tracy Kennedy, Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | ||||||||
53
Exhibit 22.1
List of Issuers and Guarantors
The following consolidated subsidiaries of Air T, Inc. are issuer or guarantor of registered trust preferred securities that bear interest at 8.00% percent and mature in 2049.
| Entity | Role | ||||
| Air T, Inc. | Guarantor | ||||
| Air T Funding | Issuer | ||||
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 12, 2025 | |||||||||||
| /s/ Nick Swenson | |||||||||||
| Nick Swenson Chief Executive Officer (Principal Executive Officer) | |||||||||||
Exhibit 31.2
SECTION 302 CERTIFICATION
I,Tracy Kennedy, 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 12, 2025 | |||||||||||
| /s/ Tracy Kennedy | |||||||||||
| Tracy Kennedy Chief Financial Officer (Principal Financial Officer and Principal Accounting 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, 2025 as filed with the United States Securities and Exchange Commission on the date hereof (the "Report"), I, Nick Swenson, Chief Executive Officer, and Tracy Kennedy, 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 12, 2025 | |||||||||||
| /s/ Nick Swenson | |||||||||||
| Nick Swenson, Chief Executive Officer (Principal Executive Officer) | |||||||||||
| /s/ Tracy Kennedy | |||||||||||
| Tracy Kennedy, Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | |||||||||||