Air T, Inc.
2016 Annual Report
Dear Stockholders:
Your ownership of Air T, Inc. common stock means that we are partners. Please know that we take our
partnership seriously. Growth in stockholder value over a long period of time will be driven by a variety
of factors, many of which we will not be able to predict and many of which will be driven by our
dedicated and engaged employees. Predictions often lead to headaches. This is not the place to identify
any single factor or any single driver of stockholder value. You will see the management team and board
working for upside convexity through a portfolio of investments and business initiatives. You will see us
work hard to limit the downside, clipping the risky tails systematically, trying to avoid permanent losses.
People working with stockholder resources will know that they have independence, and responsibility, to
remain skilled and focused and dedicated to serving customers. Be assured that we will be learning as a
company. Air T will be like an island chain with smooth and easy links that also comfortably define
independent businesses within the organization. We will manage risk, capitalize on skills and remain fluid
in our thinking. If we do this right, Air T will get a little bit better every year!
Sincerely,
Nick Swenson
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark one)
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year
ended March 31, 2016
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 0-11720
Air T, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
52-1206400
(I.R.S. Employer Identification No.)
3524 Airport Road, Maiden, North Carolina 28650
(Address of principal executive offices, including zip code)
(828) 464 –8741
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Class
Common Stock, par value $0.25 per share
Name of Each Exchange on Which Registered
The NASDAQ Stock Market
Preferred Stock Purchase Rights
The NASDAQ Stock Market
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act.
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act.
No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes
Yes
No
Yes
No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if
any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes
No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained
herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer,
or a smaller reporting company. (See the definitions of “large accelerated filer”, “accelerated filer”, and “smaller
reporting company” in Rule 12b-2 of the Exchange Act)
Large Accelerated Filer
Smaller Reporting Company
Non-Accelerated Filer
Accelerated Filer
(Do not check if smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)
Yes
No
The aggregate market value of voting stock held by non-affiliates of the registrant based upon the closing price of
the common stock on September 30, 2015 was approximately $29,370,000. As of May 31, 2016, 2,372,527 shares
of common stock were outstanding.
Documents Incorporated By Reference
Portions of the Company’s definitive proxy statement for its 2016 annual meeting of stockholders are incorporated
by reference into Part III of this Form 10-K.
AIR T, INC. AND SUBSIDIARIES
2016 ANNUAL REPORT ON FORM 10-K
TABLE OF CONTENTS
Item 1.
Business
Item 1A.
Risk Factors
Item 1B.
Unresolved Staff Comments
Item 2.
Item 3.
Item 4.
Properties
Legal Proceedings
Mine Safety Disclosures
PART I
PART II
Item 5.
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer
Item 6.
Item 7.
Item 8.
Item 9.
Purchases of Equity Securities
Selected Financial Data
Management's Discussion and Analysis of Financial Condition and Results of Operations
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A.
Controls and Procedures
Item 9B.
Other Information
PART III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accounting Fees and Services
PART IV
Item 15.
Exhibits and Financial Statement Schedules
Signatures
Interactive Data Files
Page
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12
12
13
13
13
14
14
26
54
54
55
56
56
56
56
56
57
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Item 1. Business.
PART I
Air T, Inc. (the “Company,” “Air T,” “we” or “us”) is a decentralized holding company with ownership interests in a
broad set of operating and financial assets that are designed to expand, strengthen and diversify our cash earnings
power. Our goal is to build on Air T’s core businesses, to expand into adjacent industries, and when appropriate, to
acquire companies that we believe fit into the Air T family.
We currently operate wholly owned subsidiaries in three core industry segments:
•
•
•
overnight air cargo, comprised of our Mountain Air Cargo, Inc. (“MAC”) and CSA Air, Inc. (“CSA”)
subsidiaries, which operates in the air express delivery services industry;
ground equipment sales, comprised of our Global Ground Support, LLC (“GGS”) subsidiary, which
manufactures and provides mobile deicers and other specialized equipment products to passenger and
cargo airlines, airports, the military and industrial customers; and
ground support services, comprised of our Global Aviation Services, LLC (“GAS”) subsidiary, which
provides ground support equipment maintenance and facilities maintenance services to domestic airlines
and aviation service providers.
We recently added two other businesses, which are reported in separate segments. In October 2015, we formed a
wholly owned equipment leasing subsidiary, Air T Global Leasing, LLC (“ATGL”), which comprises our leasing
segment, and in November 2015 we acquired a minority interest in Delphax Technologies, Inc. (“Delphax”), a printing
equipment manufacturer and maintenance provider, which comprises our printing equipment and maintenance
segment.
For the fiscal year ended March 31, 2016, the overnight air cargo segment accounted for 46% of our consolidated
revenues, the ground equipment sales segment accounted for 34% of our consolidated revenues, the ground support
services segment accounted for 17% of consolidated revenues, while the leasing segment and printing equipment and
maintenance segment accounted for less than 1% and 3%, respectively, of our consolidated revenues. Certain financial
data with respect to the Company’s segments and geographic areas are set forth in Notes 20 and 21 of Notes to
Consolidated Financial Statements included under Part II, Item 8 of this report.
Air T was incorporated under the laws of the State of Delaware in 1980. The principal place of business of Air T,
MAC and ATGL is 3524 Airport Road, Maiden, North Carolina; the principal place of business of CSA is Iron
Mountain, Michigan, the principal place of business for GGS is Olathe, Kansas, the principal place of business for
GAS is Eagan, Minnesota and the principal place of business of Delphax is Minneapolis, Minnesota. We maintain an
Internet website at http://www.airt.net and our SEC filings may be accessed through links on our website.
Overnight Air Cargo.
MAC and CSA are two of seven companies in the U.S. that have North American feeder airlines under contract with
FedEx. With a relationship with FedEx spanning over 35 years, MAC and CSA operate and maintain Cessna Caravan,
ATR-42 and ATR-72 aircraft that fly daily small-package cargo routes throughout the eastern United States, upper
Midwest and the Caribbean. MAC and CSA’s revenues are derived principally pursuant to “dry-lease” service
contracts with FedEx. On June 1, 2015, MAC and CSA entered into new dry-lease agreements with FedEx which
together cover all of the revenue aircraft operated by MAC and CSA and replace all prior dry-lease service contracts.
These dry-lease agreements provide for the lease of specified aircraft by MAC and CSA in return for the payment of
monthly rent with respect to each aircraft leased, which monthly rent was increased from the prior dry-lease service
contracts to reflect an estimate of a fair market rental rate. These new dry-lease agreements provide that FedEx
determines the type of aircraft and schedule of routes to be flown by MAC and CSA, with all other operational
decisions made by MAC and CSA, respectively. The new dry-lease agreements provide for the reimbursement by
FedEx of MAC and CSA’s costs, without mark up, incurred in connection with the operation of the leased aircraft for
the following: fuel, landing fees, third-party maintenance, parts and certain other direct operating costs. Unlike prior
dry-lease contracts, under the new dry-lease agreements, certain operational costs incurred by MAC and CSA in
operating the aircraft are not reimbursed by FedEx at cost, and such operational costs are borne solely by MAC and
CSA. Under the new dry-lease agreements, MAC and CSA are required to perform maintenance of the leased aircraft
in return for a maintenance fee based upon an hourly maintenance labor rate, which has been increased from the rate in
3
place under the prior dry-lease service contracts. Under prior dry-lease service contracts, the hourly maintenance labor
rate had not been adjusted since 2008. The new dry-lease agreements provide for the payment by FedEx to MAC and
CSA of a monthly administrative fee based on the number and type of aircraft leased and routes operated. The amount
of the monthly administrative fee under the new dry-lease agreements is greater than under the prior dry-lease service
contracts with FedEx, in part to reflect the greater monthly lease payment per aircraft and the fact that certain
operational costs borne by MAC and CSA are not reimbursed. The amount of the administrative fee is subject to
adjustment based on the number of aircraft operated, routes flown and whether aircraft are considered to be soft-
parked.
The new dry-lease agreements would expire, unless renewed, on May 31, 2020. The new dry-lease agreements may
be terminated by FedEx or MAC and CSA, respectively, at any time upon 90 days’ written notice and FedEx may at
any time terminate the lease of any particular aircraft thereunder upon 10 days’ written notice. In addition, each of the
dry-lease agreements provides that FedEx may terminate the agreement upon written notice if 60% or more of MAC
or CSA’s revenue (excluding revenues arising from reimbursement payments under the dry-lease agreement) is
derived from the services performed by it pursuant to the respective dry-lease agreement, FedEx becomes MAC or
CSA’s only customer, or MAC or CSA employs less than six employees. As of the date of this report, FedEx would
have been permitted to terminate each of the dry-lease agreements under this provision. The Company believes that
the short-term nature of its agreements with FedEx is standard within the airfreight contract delivery service industry,
where performance is measured on a daily basis.
Under the dry-lease service contracts in place during the fiscal years ended March 31, 2015 and 2014 and the first two
months of the fiscal year ended March 31, 2016, FedEx leased its aircraft to MAC and CSA for a nominal amount and
paid a monthly administrative fee to MAC and CSA to operate the aircraft. Under these contracts, all direct costs
related to the operation of the aircraft (including fuel, outside maintenance, landing fees and pilot costs) were passed
through to FedEx without markup.
As of March 31, 2016, MAC and CSA had an aggregate of 78 aircraft under the dry-lease agreements with FedEx.
Included within the 78 aircraft are 3 Cessna Caravan aircraft that are considered soft-parked. Soft-parked aircraft
remain covered under MAC and CSA’s agreements with FedEx although at a reduced administrative fee compared to
aircraft that are in operation. MAC and CSA continue to perform maintenance on soft-parked aircraft, but they are not
crewed and MAC and CSA do not operate soft-parked aircraft on scheduled routes.
Revenues from MAC and CSA’s contracts with FedEx accounted for approximately 46% and 45% of the Company’s
consolidated revenue for the fiscal years ended March 31, 2016 and 2015, respectively. The loss of FedEx as a
customer would have a material adverse effect on the Company. FedEx has been a customer of the Company since
1980. MAC and CSA are not contractually precluded from providing services to other parties and MAC occasionally
provides third-party maintenance services to other airline customers and the U.S. military.
MAC and CSA operate under separate aviation certifications. MAC is certified to operate under Part 121, Part 135
and Part 145 of the regulations of the Federal Aviation Administration (the “FAA”). These certifications permit MAC
to operate and maintain aircraft that can carry a maximum cargo capacity of 7,500 pounds on the Cessna Caravan
208B under Part 135 and a maximum cargo capacity of 14,000 pounds for the ATR-42 and 17,800 pounds for the
ATR-72 aircraft under Part 121. CSA is certified to operate and maintain aircraft under Part 135 of the FAA
regulations. This certification permits CSA to operate aircraft with a maximum cargo capacity of 7,500 pounds.
MAC and CSA, together, operated the following FedEx-owned cargo aircraft as of March 31, 2016:
Type of Aircraft
Cessna Caravan 208B
(single turbo prop)
ATR-42 (twin turbo prop)
ATR-72 (twin turbo prop)
Model Year
Form of Ownership
1985-2012
1992
1992
Dry lease
Dry lease
Dry lease
Number
of
Aircraft
61
9
8
78
4
The Cessna Caravan 208B aircraft are maintained under an FAA Approved Aircraft Inspection Program (“AAIP”).
The inspection intervals range from 100 to 200 hours. The current overhaul period on the Cessna aircraft is 8,000
hours.
The ATR-42 and ATR-72 aircraft are maintained under a FAA Part 121 maintenance program. The program consists
of A and C service checks as well as calendar checks ranging from weekly to 12 years in duration. The engine
overhaul period is “on condition”.
MAC and CSA operate in a niche market within a highly competitive contract cargo carrier market. MAC and CSA
are two of seven carriers that operate within the United States as FedEx feeder carriers. MAC and CSA are
benchmarked against the other five FedEx feeders based on safety, reliability, compliance with federal, state and
applicable foreign regulations, price and other service related measurements. Accurate industry data is not available to
indicate the Company’s position within its marketplace (in large measure because all of the Company’s direct
competitors are privately held), but management believes that MAC and CSA, combined, constitute the largest
contract carrier of the type described immediately above.
FedEx conducts periodic audits of MAC and CSA, and these audits are an integral part of the relationship between the
carrier and FedEx. The audits test adherence to the dry-lease agreements and assess the carrier’s overall internal
control environment, particularly as related to the processing of invoices of FedEx-reimbursable costs. The scope of
these audits typically extends beyond simple validation of invoice data against the third-party supporting
documentation. The audit teams generally investigate the operator’s processes and procedures for strong internal
control procedures. The Company believes satisfactory audit results are critical to maintaining its relationship with
FedEx. The audits conducted by FedEx are not designed to provide any assurance with respect to the Company’s
consolidated financial statements, and investors, in evaluating the Company’s consolidated financial statements,
should not rely in any way on any such examination of the Company or any of its subsidiaries.
The Company’s overnight air cargo operations are not materially seasonal.
Ground Equipment Sales.
GGS is located in Olathe, Kansas and manufactures, sells and services aircraft deicers and other specialized equipment
sold to domestic and international passenger and cargo airlines, ground handling companies, the United States Air
Force (“USAF”), airports and industrial customers. GGS’s product line includes aircraft deicers, scissor-type lifts,
military and civilian decontamination units, flight-line tow tractors, glycol recovery vehicles and other specialized
equipment. In the fiscal year ended March 31, 2016, sales of deicing equipment accounted for approximately 82% of
GGS’s revenues, compared to 72% in the prior fiscal year.
GGS designs and engineers its products. Components acquired from third-party suppliers are used in the assembly of
its finished products. Components are sourced from a diverse supply chain. The primary components for mobile
deicing equipment are the chassis (which is a commercial medium or heavy-duty truck), fluid storage tank, a boom
system, fluid delivery system and heating equipment. The price of these components is influenced by raw material
costs, principally high-strength carbon steels and stainless steel. GGS utilizes continuous improvements and other
techniques to improve efficiencies and designs to minimize product price increases to its customers, to respond to
regulatory changes, such as emission standards, and to incorporate technological improvements to enhance the
efficiency of GGS’s products. Improvements have included the development of single operator mobile deicing units
to replace units requiring two operators, a patented premium deicing blend system and a more efficient forced-air
deicing system.
GGS manufactures five basic models of mobile deicing equipment with capacities ranging from 700 to 2,800 gallons.
GGS also offers fixed-pedestal-mounted deicers. Each model can be customized as requested by the customer,
including single operator configuration, fire suppressant equipment, open basket or enclosed cab design, a patented
forced-air deicing nozzle, on-board glycol blending system to substantially reduce glycol usage, and color and style of
the exterior finish. GGS also manufactures five models of scissor-lift equipment, for catering, cabin service and
maintenance service of aircraft, and has developed a line of decontamination equipment, flight-line tow tractors, glycol
recovery vehicles and other special purpose mobile equipment.
5
GGS competes primarily on the basis of the quality and reliability of its products, prompt delivery, service and price.
The market for aviation ground service equipment is highly competitive and directly related to the financial health of
the aviation industry, weather patterns and changes in technology.
GGS’s mobile deicing equipment business has historically been seasonal, with revenues typically being lower in the
fourth and first fiscal quarters as commercial deicers are typically delivered prior to the winter season. The Company
has continued its efforts to reduce GGS’s seasonal fluctuation in revenues and earnings by broadening its international
and domestic customer base and its product line. In July 2009, GGS was awarded a new contract to supply deicing
trucks to the USAF, which expired in July 2014. On May 15, 2014, GGS was awarded a new contract to supply
deicing trucks to the USAF. The initial contract award is for two years through July 13, 2016 with four additional one-
year extension options that may be exercised by the USAF. The value of the contract, as well as the number of units to
be delivered, depends upon annual requirements and available funding to the USAF.
Although GGS has retained the USAF deicer contract, GGS sold no deicer units to the USAF under this contract
during fiscal year ended March 31, 2016. As a result, GGS revenues and operating income have resumed their
seasonal pattern. At March 31, 2016, GGS had received an order for the pre-production unit for the GL1800 model
deicer under this contract, and that unit is included in backlog with completion scheduled during the first quarter of
fiscal 2017. Delivery and acceptance of the pre-production unit is typically required by the USAF before further
orders are submitted.
In September 2010, GGS was awarded a contract to supply flight-line tow tractors to the USAF. The contract award
was for one year commencing September 28, 2010 with four additional one-year extension options that may be
exercised by the USAF. All option periods under the contract have been exercised and the contract expired in
September 2015. For the year ended March 31, 2016, GGS revenues included $708,000 of flight-line tow tractor sales
to the USAF under this contract ($2,883,000 for the year ended March 31, 2015).
Because the USAF is not obligated to purchase a set or minimum number of units under these contracts, the value of
these contracts, as well as the number of units to be delivered, depends upon the USAF’s requirements and available
funding. GGS’s revenue from sales to the USAF, including under these contracts and for parts for units sold under
prior contracts, accounted for approximately 3% and 14% of the segment’s consolidated revenue for the fiscal years
ended March 31, 2016 and 2015, respectively.
Ground Support Services.
GAS, which was started by the Company in September 2007, provides aircraft ground support equipment, fleet, and
facility maintenance services. At March 31, 2016, GAS was providing ground support equipment, fleet, and facility
maintenance services to more than 75 customers at 67 North American airports.
Approximately 33% and 36%, respectively, of GAS’s revenues in the fiscal years ended March 31, 2016 and 2015,
were derived from services under contract with LSG SkyChefs. The LSG SkyChefs contract extends to August 31,
2018, and includes a 30-day termination clause for either party. In addition, approximately 15% of GAS’s revenues in
each of the fiscal years ended March 31, 2016 and 2015, were derived from services under contract with Delta
Airlines.
GAS competes primarily on the basis of the quality, reliability and pricing of its services. The market for ground
support equipment and airport facility maintenance services is highly competitive and directly related to the financial
health of the aviation industry. GAS’s maintenance service business is not materially seasonal.
Printing Equipment and Maintenance.
On November 24, 2015, the Company purchased (i) at face value a $2,500,000 principal amount Five-Year Senior
Subordinated Promissory Note (the “Senior Subordinated Note”) issued by Delphax’s Canadian operating subsidiary
for a combination of cash and the surrender of outstanding principal of $500,000 and accrued and unpaid interest
thereunder, and cancellation of, a 90-Day Senior Subordinated Note purchased at face value by the Company from that
Delphax subsidiary on October 2, 2015 and (ii) for $1,050,000 in cash a total of 43,000 shares (the “Shares”) of
Delphax’s Series B Preferred Stock (the “Series B Preferred Stock”) and a Stock Purchase Warrant (the “Warrant”) to
acquire an additional 95,600 shares of Series B Preferred Stock at a price of $33.4728 per share (subject to adjustment
for specified dilutive events). Each share of Series B Preferred Stock is convertible into 100 shares of common stock
6
of Delphax, subject to anti-dilution adjustments. Based on the number of shares of Delphax common stock outstanding
and reserved for issuance under Delphax’s employee stock option plans, at March 31, 2016 the number of shares of
common stock underlying the Shares represent approximately 38% of the shares of Delphax common stock that would
be outstanding assuming conversion of the Shares and approximately 31% of the outstanding shares assuming
conversion of the Shares and the issuance of all the shares of Delphax common stock reserved for issuance under
Delphax’s employee stock option plans. Under the agreement that provided for the Company’s purchase of these
interests, on November 24, 2015 three designees of the Company (including Nick Swenson, the Company’s President,
Chief Executive Officer and Chairman, and Michael Moore, the President of our GGS subsidiary) were elected to the
board of directors of Delphax, which had a total of seven members following their election. Pursuant to the terms of
the Series B Preferred Stock, for so long as amounts are owed to Air T under the Senior Subordinated Note or we
continue to hold a specified number of the Shares and interests in the Warrant holders of the Series B Preferred Stock,
voting as a separate class, the Company would be entitled to elect, after June 1, 2016, four-sevenths of the members of
the board of directors of Delphax and, without the written consent or waiver of the Company, Delphax may not enter
into specified corporate transactions. As a result of these transactions, we determined that, even though Delphax was
not a subsidiary of the Company, we had obtained control over Delphax in conjunction with the acquisition of the
interests described above, and we have consolidated the relevant financial information of Delphax in Air T’s
consolidated financial statements beginning on November 24, 2015. Delphax’s revenues from the date of our
investments through March 31, 2016 were approximately $3,955,000.
Delphax designs, manufactures and sells advanced digital print production equipment (including high-speed, high-
volume cut-sheet and continuous roll-fed printers), maintenance contracts, spare parts, supplies and consumable items
for these systems. The equipment is sold through Delphax and its subsidiaries located in Canada, the United Kingdom
and France. A significant portion of Delphax’s net sales has historically been related to service and support provided
after the sale, including the sale of consumable items for installed printing systems. Historically, Delphax has had a
significant presence in the check production marketplace in North America, Europe, Latin America, Asia and the
Middle East. Delphax’s primary manufacturing facility, operated by its Canadian subsidiary, is located in
Mississauga, Ontario. Delphax’s common stock is traded on the over-the-counter market under the symbol “DLPX.”
Our investments in Delphax were intended to support the commercial rollout and manufacturing costs of the new
Delphax elan™ 500 digital color print system, which combines advances in inkjet and paper-handling technologies in
a production class sheet-fed system offering full CMYK color and 1600 dpi print quality at speeds of up to 500 letter
impressions per minute. In April 2016, Delphax received notice from its largest (approximately 50% of legacy
revenues) customer that it planned to reduce its order volume by approximately 90%; and phase out its use of the
legacy Delphax printers within eighteen months. Accordingly, Delphax is reviewing its fiscal year 2016 operating plan
and has engaged an experienced turn-around consultant — the Platinum Group — to assist it in developing a go-
forward plan. The decline in order volumes from its largest customer is expected to significantly impact Delphax’s
results for the quarter ending June 30, 2016.
On April 4, 2016, ATGL purchased two elan™ 500 printers from Delphax for $650,000 for lease to a third party. One
of those acquired printers was subject to an existing lease to a third party which has been assigned to ATGL.
Leasing.
We organized ATGL on October 6, 2015. ATGL provides funding for equipment leasing transactions, which may
include transactions for the leasing of equipment manufactured by GGS and Delphax and transactions initiated by
third parties unrelated to equipment manufactured by us. For the fiscal year ended March 31, 2016, ATGL contributed
$20,000 to our consolidated revenues.
Backlog.
GGS’s backlog consists of “firm” orders supported by customer purchase orders for the equipment sold by GGS. At
March 31, 2016, GGS’s backlog of orders was $10.0 million, all of which GGS expects to be filled in the fiscal year
ending March 31, 2017. At March 31, 2015, GGS’s backlog of orders was $2.8 million. In addition, at March 31,
2016, Delphax’s backlog of “firm” orders supported by customer purchase orders for the equipment, goods and
services that it sells was $0.8 million, all of which it expects to fill by March 31, 2017.
Governmental Regulation.
7
The Company and its subsidiaries are subject to regulation by various governmental agencies.
The Department of Transportation (“DOT”) has the authority to regulate air service. The DOT has authority to
investigate and institute proceedings to enforce its economic regulations, and may, in certain circumstances, assess
civil penalties, revoke operating authority and seek criminal sanctions.
Under the Aviation and Transportation Security Act of 2001, as amended, the Transportation Security Administration
(“TSA”), an agency within the Department of Homeland Security, has responsibility for aviation security. The TSA
requires MAC and CSA to comply with a Full All-Cargo Aircraft Operator Standard Security Plan, which contains
evolving and strict security requirements. These requirements are not static, but change periodically as the result of
regulatory and legislative requirements, imposing additional security costs and creating a level of uncertainty for our
operations. It is reasonably possible that these rules or other future security requirements could impose material costs
on us.
The Federal Aviation Administration has safety jurisdiction over flight operations generally, including flight
equipment, flight and ground personnel training, examination and certification, certain ground facilities, flight
equipment maintenance programs and procedures, examination and certification of mechanics, flight routes, air traffic
control and communications and other matters. The FAA is concerned with safety and the regulation of flight
operations generally, including equipment used, ground facilities, maintenance, communications and other matters.
The FAA can suspend or revoke the authority of air carriers or their licensed personnel for failure to comply with its
regulations and can ground aircraft if questions arise concerning airworthiness. The FAA also has power to suspend or
revoke for cause the certificates it issues and to institute proceedings for imposition and collection of fines for
violation of federal aviation regulations. The Company, through its subsidiaries, holds all operating airworthiness and
other FAA certificates that are currently required for the conduct of its business, although these certificates may be
suspended or revoked for cause. The FAA periodically conducts routine reviews of MAC and CSA’s operating
procedures and flight and maintenance records.
In September 2010, the FAA proposed rules that would significantly reduce the maximum number of hours on duty
and increase the minimum amount of rest time for our pilots, and thus require us to hire additional pilots and modify
certain of our aircraft. When the FAA issued final regulations in December 2011, all-cargo carriers, including MAC
and CSA, were exempt from these new pilot fatigue requirements, and instead were required to continue complying
with previously enacted flight and duty time rules. In December 2012, the FAA reaffirmed the exclusion of all cargo
carriers from the new rule. It is reasonably possible, however, that future security or flight safety requirements could
impose material costs on us.
The FAA has authority under the Noise Control Act of 1972, as amended, to monitor and regulate aircraft engine
noise. The aircraft operated by the Company are in compliance with all such regulations promulgated by the FAA.
Moreover, because the Company does not operate jet aircraft, noncompliance is not likely. Aircraft operated by us also
comply with standards for aircraft exhaust emissions promulgated by the U.S. Environmental Protection Agency
(“EPA”) pursuant to the Clean Air Act of 1970, as amended.
Because of the extensive use of radio and other communication facilities in its aircraft operations, the Company is also
subject to the Federal Communications Act of 1934, as amended.
Maintenance and Insurance.
The Company, through its subsidiaries, is required to maintain the aircraft it operates under the appropriate FAA and
manufacturer standards and regulations.
The Company has secured public liability and property damage insurance in excess of minimum amounts required by
the United States Department of Transportation.
The Company maintains cargo liability insurance, workers’ compensation insurance and fire and extended coverage
insurance for owned and leased facilities and equipment. In addition, the Company maintains product liability
insurance with respect to injuries and loss arising from use of products sold and services provided.
In March 2014, the Company formed Space Age Insurance Company (“SAIC”), a captive insurance company licensed
in Utah. SAIC insures risks of the Company and its subsidiaries that were not previously insured by the various
Company insurance programs (including the risk of loss of key customers and contacts, administrative actions and
8
regulatory changes); and underwrites third-party risk through certain reinsurance arrangements. The activities of
SAIC are included within the corporate results in the accompanying consolidated financial statements.
Employees.
At March 31, 2016, the Company and its subsidiaries had approximately 600 full-time and full-time-equivalent
employees. This does not include employees of Delphax, which is not a subsidiary of the Company. None of the
employees of the Company or any of its subsidiaries are represented by labor unions. The Company believes its
relations with its employees are good.
Item 1A. Risk Factors.
The following risk factors, as well as other information included in this Annual Report on Form 10-K, should be
considered by investors in connection with any investment in the Company’s common stock. As used in this Item, the
terms “we,” “us” and “our” refer to the Company and its subsidiaries.
Risks Related to Our Dependence on Significant Customers
We are significantly dependent on our contractual relationship with FedEx Corporation, the loss of which would
have a material adverse effect on our business, results of operations and financial position.
In the fiscal year ended March 31, 2016, 46% of our consolidated operating revenues, and 100% of the operating
revenues for our overnight air cargo segment, arose from services we provided to FedEx. Our current agreements may
be terminated by FedEx upon 90 days’ written notice and FedEx may at any time terminate the lease of any particular
aircraft thereunder upon 10 days’ written notice. In addition, FedEx may terminate the dry-lease agreement with MAC
or CSA upon written notice if 60% or more of MAC or CSA’s revenue (excluding revenues arising from
reimbursement payments under the dry-lease agreement) is derived from the services performed by it pursuant to the
respective dry-lease agreement, FedEx becomes its only customer, or it employs less than six employees. As of the
date of this report, FedEx would have been permitted to terminate each of the new dry-lease agreements under this
provision. FedEx has been a customer of the Company since 1980. The loss of these contracts with FedEx would
have a material adverse effect on our business, results of operations and financial position.
Recent changes in our agreements with FedEx subject us to greater operating risks.
On June 1, 2015, MAC and CSA entered into new dry-lease agreements with FedEx with terms different from our
prior dry-lease service contracts. The new dry-lease agreements provide for the lease of specified aircraft by us in
return for the payment of monthly rent with respect to each aircraft leased, which monthly rent was increased from the
prior dry-lease service contracts to reflect an estimate of a fair market rental rate. The new dry-lease agreements
provide for the reimbursement by FedEx of our costs, without mark up, incurred in connection with the operation of
the leased aircraft for the following: fuel, landing fees, third-party maintenance, parts and certain other direct operating
costs. Unlike the prior dry-lease contracts, under the new dry-lease agreements, certain operational costs incurred by
us in operating the aircraft are not reimbursed by FedEx at cost, and such operational costs are to be borne solely by
us. The new dry-lease agreements provide for the payment by FedEx to us of a monthly administrative fee based on
the number and type of aircraft leased and routes operated. The amount of the monthly administrative fee under the
new dry-lease agreements is greater than under the prior dry-lease service contracts with FedEx, in part to reflect the
greater monthly lease payment per aircraft and that certain operational costs are to be borne by MAC and CSA and not
reimbursed. Accordingly, as a result in the change in our arrangements with FedEx as reflected in the new dry-lease
agreements, we are subject to the risk of rising operational costs that are no longer reimbursed to us at cost and may be
in excess of the allocable portion of the increased administrative fee, which could adversely affect results of
operations.
Because of our dependence on FedEx, we are subject to the risks that may affect FedEx’s operations.
Because of our dependence on FedEx, we are subject to the risks that may affect FedEx’s operations. These risks are
discussed in “Management’s Discussion and Analysis of Results of Operations and Financial Condition—Risk
Factors” in FedEx Corporation’s Annual Report on Form 10-K for the fiscal year ended May 31, 2015. These risks
include but are not limited to the following:
(cid:120) Economic conditions in the global markets in which it operates;
9
(cid:120) Dependence on its strong reputation and value of its brand;
(cid:120) Potential disruption to the Internet and FedEx’s technology infrastructure, including customer websites;
(cid:120) The price and availability of fuel;
(cid:120)
(cid:120)
(cid:120)
(cid:120)
Its ability to manage its assets, including aircraft, to match shifting and future shipping volumes;
Intense competition from other providers of transportation and business services;
Its ability to make prudent strategic acquisitions and realize the expected benefits;
Its ability to maintain good relationships with its employees and prevent attempts by labor organizations to
organize groups of its employees;
(cid:120) The continued classification of owner-operators in its ground delivery business as independent contractors
rather than as employees;
Its ability to execute on its business realignment program to improve profitability;
(cid:120)
(cid:120) The impact of terrorist activities including the imposition of stricter governmental security requirements;
(cid:120) Regulatory actions affecting global aviation rights or a failure to obtain or maintain aviation rights in
important international markets;
(cid:120) Global climate change or legal, regulatory or market responses to such change;
(cid:120) Localized natural or man-made disasters in key locations, including its Memphis, Tennessee super-hub;
(cid:120) Disruptions or modifications in service by the United States Postal Service, a significant customer and vendor
of FedEx; and
(cid:120) Widespread outbreak of an illness or other communicable disease or any other public health crisis.
A material reduction in the aircraft we fly for FedEx could materially adversely affect our business and results of
operations.
Under our agreements with FedEx, we are not guaranteed a number of aircraft or routes we are to fly and FedEx may
reduce the number of aircraft we lease and operate upon 10 days’ written notice. Our compensation under these
agreements, including our administrative fees, depends on the number of aircraft leased to us by FedEx. Any material
permanent reduction in the aircraft we operate could materially adversely affect our business and results of operations.
A temporary reduction in any period could materially adversely affect our results of operations for that period.
Our ground support services segment has been dependent upon the revenues from two significant customers, the
loss of which could materially impact the segment’s results.
In the fiscal year ended March 31, 2016, approximately 48% of GAS’s revenues were derived from services under
contracts with two customers. The loss of these customers, or a major decline in business activity with these
customers, could materially adversely impact the results of the segment.
Other Business Risks
Unless Delphax obtains access to adequate sources of liquidity, it may be unable to adequately fund its operations
or pay its debts as they come due and we may be unable to fully recover our investments in Delphax.
As of March 31, 2016, Delphax maintained a debt facility consisting of a $7.0 million revolving senior secured credit
facility, subject to a borrowing base of North American accounts receivable and inventory. Neither Air T nor any of
its subsidiaries is a guarantor of Delphax’s obligations under its senior credit facility. The Delphax senior credit
facility is secured by substantially all of its North American assets, expires in November 2018, prohibits payment of
cash dividends by Delphax and is subject to certain financial covenants. As of March 31, 2016, Delphax had
aggregate borrowings of $1,833,000 outstanding under its senior credit facility, with a borrowing base that would have
permitted additional borrowings of approximately $800,000. Delphax has advised that at March 31, 2016 it was not in
compliance with financial covenants under the agreement governing its senior credit facility. Due to Delphax’s non-
compliance with financial covenants, the lender has the contractual right to cease permitting borrowings under the
facility and to declare all amounts outstanding under the senior credit facility due and payable immediately. As of the
date of this report the lender has neither made such declaration, nor waived its right to do so and Delphax has
continued to make borrowings under the senior credit facility. As of the date of this report, Delphax has not regained
compliance with these financial covenants. In the event that Delphax is denied access to additional borrowings under
the senior credit facility, unless it obtains access to other adequate sources of liquidity, which may include cash from
operations, Delphax may be unable to adequately fund its operations or pay its debts as they come due. Delphax has
recently implemented cost-savings initiatives, including employee furloughs, to minimize ongoing cash needs.
10
In addition to the Shares of Delphax’s Series B Preferred Stock and the Warrant to acquire additional shares of Series
B Preferred Stock, our investments in Delphax include a $2,500,000 Senior Subordinated Note issued by Delphax’s
Canadian operating subsidiary and guaranteed by Delphax. An event of default will exist under the Senior
Subordinated Note if Delphax’s non-compliance with financial covenants under its senior credit facility is not waived
by its senior lender. Under the terms of a subordination agreement with the senior lender under Delphax’s revolving
senior secured credit facility entered into at the time we made our investments in Delphax, our rights with respect to
payment under and enforcement of the Senior Subordinated Note and enforcement of our related security interests are
subordinated to the rights of the senior lender. Accordingly, in the event of a default under the Senior Subordinated
Note, we may be limited in the actions we may take to enforce the Senior Subordinated Note or related security
interests and we may be unable to collect in full on the Senior Subordinated Note or fully recover our other
investments in Delphax.
Our revenues for aircraft maintenance services fluctuate based on the heavy maintenance check schedule, which is
based on aircraft usage, for aircraft flown by our overnight air cargo operations.
The maintenance revenues of our overnight air cargo segment are affected based on the level of heavy maintenance
checks performed on aircraft operated by our overnight air cargo operations which is affected by the level of usage of
the aircraft. Accordingly, the maintenance revenues of our overnight air cargo segment fluctuate from period to
period. In addition, if the number of aircraft operated for FedEx were to decrease, we would likely experience fewer
maintenance hours and consequently, less maintenance revenue.
Incidents or accidents involving products and services that we sell may result in liability or otherwise adversely
affect our operating results for a period.
Incidents or accidents may occur involving the products and services that we sell. While we maintain products
liability and other insurance in amounts we believe are customary and appropriate, and may have rights to pursue
subcontractors in the event that we have any liability in connection with accidents involving products that we sell, it is
possible that in the event of multiple accidents the amount of our insurance coverage would not be adequate.
The suspension or revocation of FAA certifications could have a material adverse effect on our business, results of
operations and financial condition.
Our overnight air cargo operations are subject to regulations of the FAA. The FAA can suspend or revoke the
authority of air carriers or their licensed personnel for failure to comply with its regulations and can ground aircraft if
questions arise concerning airworthiness. The FAA also has power to suspend or revoke for cause the certificates it
issues and to institute proceedings for imposition and collection of fines for violation of federal aviation regulations.
Our overnight air cargo subsidiaries, MAC and CSA, operate under separate FAA certifications. Although it is
possible that, in the event that the certification of one of our subsidiaries was suspended or revoked, flights operated by
that subsidiary could be transferred to the other subsidiary, we can offer no assurance that we would be able to transfer
flight operations in that manner. Accordingly, the suspension or revocation of any one of these certifications could
have a material adverse effect on our business, results of operations and financial position.
Sales of deicing equipment can be affected by weather conditions.
Our deicing equipment is used to deice commercial and military aircraft. The extent of deicing activity depends on the
severity of winter weather. Mild winter weather conditions permit airports to use fewer deicing units, since less time
is required to deice aircraft in mild weather conditions. As a result, airports may be able to extend the useful lives of
their existing units, reducing the demand for new units.
Our results of operations may be affected by the value of securities we hold for investment and we may be unable to
liquidate our investments in a timely manner at full value.
We invest a significant portion of our capital not needed for operations in marketable securities, including equity
securities of publicly traded companies. At March 31, 2016, the fair value of these marketable securities was
approximately $9.7 million, of which $4.7 million represents the fair value of shares of common stock of Insignia
Systems, Inc. Our results of operations may be affected by gains or losses recognized upon the sale of these
investments or by losses recognized upon the determination that any such investment has become impaired or suffered
an other than temporary impairment. At March 31, 2016, we had gross unrealized gains associated with marketable
11
securities aggregating $422,000 and gross unrealized losses aggregating $557,000. In addition, from time to time we
may hold positions in marketable securities that under then-current market conditions we may be unable to liquidate in
a timely manner at full value. For example, at May 31, 2016, we held approximately 1.65 million shares of common
stock of Insignia Systems, Inc., representing approximately 14.25% of the outstanding shares and approximately 225
times the average daily trading volume for such shares for the preceding three months. In the event that we are unable
to liquidate an investment at full value our gain from the sale of that investment may be reduced or our loss from the
sale of that investment may be increased.
Our business may be adversely affected by information technology disruptions.
Our business may be impacted by information technology disruptions, including information technology attacks.
Cybersecurity attacks, in particular, are evolving and include, but are not limited to, malicious software, attempts to
gain unauthorized access to data, and other electronic security breaches that could lead to disruptions in systems,
unauthorized release of confidential or otherwise protected information and corruption of data (our own or that of third
parties). Although we have adopted certain measures to mitigate potential risks to our systems from information
technology-related disruptions, given the unpredictability of the timing, nature and scope of such disruptions, we could
potentially be subject to production downtimes, operational delays, other detrimental impacts on our operations or
ability to provide products and services to our customers, the compromising of confidential or otherwise protected
information, misappropriation, destruction or corruption of data, security breaches, other manipulation or improper use
of our systems or networks, financial losses from remedial actions, loss of business or potential liability, and/or
damage to our reputation, any of which could have a material adverse effect on our business, financial condition,
results of operations and cash flows.
Our business could be materially adversely affected by numerous other risks, including rising healthcare costs,
changes in environmental laws and other unforeseen business interruptions.
Our business may be negatively impacted by numerous other risks. For example, medical and healthcare costs may
continue to increase. Initiatives to address these costs, such as consumer driven health plan packages, may not
successfully reduce these expenses as needed. Failure to offer competitive employee benefits may result in our
inability to recruit or maintain key employees. Additional risks to our business include global or local events which
could significantly disrupt our operations. Terrorist attacks, natural disasters and electrical grid disruptions and outages
are some of the unforeseen risks that could negatively affect our business, financial condition, results of operations and
cash flows.
Risks Related to Ownership of Our Common Stock
Various provisions and laws could delay or prevent a change of control.
Certain provisions of our certificate of incorporation and bylaws, our stockholder rights plan and provisions of
Delaware corporation law could delay or prevent a change of control or may impede the ability of the holders of our
common stock to change our management. In particular, our certificate of incorporation and bylaws, among other
things regulate how shareholders may present proposals or nominate directors for election at shareholders’ meetings
and authorize our board of directors to issue preferred stock in one or more series, without shareholder approval. Our
stockholder rights plan also makes an acquisition of a controlling interest in the Company in a transaction not
approved by our board of directors more difficult.
Item 1B. Unresolved Staff Comments.
None.
Item 2. Properties.
Since 1979 the Company has leased the Little Mountain Airport in Maiden, North Carolina from a corporation whose
stock is owned in part by former officers and directors of the Company and an estate of which certain former directors
are beneficiaries. The facility consists of approximately 68 acres with one 3,000 foot paved runway, approximately
20,000 square feet of hangar space and approximately 12,300 square feet of office space. The operations of Air T,
MAC and ATGL are headquartered at this facility. The lease for this facility provides for monthly rent of $14,862 and
expires on January 31, 2018, though the lease may be renewed by us for three additional two-year option periods
12
through January 31, 2024. The lease agreement provides that the Company shall be responsible for maintenance of the
leased facilities and for utilities, taxes and insurance.
The Company also leases approximately 1,950 square feet of office space and approximately 4,800 square feet of
hangar space at the Ford Airport in Iron Mountain, Michigan. CSA’s operations are headquartered at these facilities
which are leased from a third party under an annually renewable agreement.
The Company leases approximately 53,000 square feet of a 66,000 square foot aircraft maintenance facility located in
Kinston, North Carolina under an agreement that extends through January 2023, with the option to extend the lease for
four additional five-year periods thereafter. The Company has calculated rent expense under the current lease term.
The rental rate under the lease increases by increments for each of the five-year renewal periods.
GGS leases an 112,500 square foot production facility in Olathe, Kansas. The facility is leased from a third party
under a lease agreement, which expires in August 2019.
As of March 31, 2016, the Company leased hangar, maintenance and office space from third parties at a variety of
other locations, at prevailing market terms. The table of aircraft presented in Item 1 lists the aircraft operated by the
Company’s subsidiaries and the form of ownership.
Delphax’s Canadian subsidiary leases a 76,734 square foot manufacturing facility in Mississauga, Ontario under a
lease which expires on August 31, 2018.
Item 3. Legal Proceedings.
The Company and its subsidiaries are subject to legal proceedings and claims that arise in the ordinary course of their
business.
Item 4. Mine Safety Disclosures.
Not applicable.
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities.
The Company’s common stock is publicly traded on the NASDAQ Stock Market under the symbol “AIRT.”
As of March 31, 2016, the number of holders of record of the Company’s Common Stock was 183. The range of high
and low sales price per share for the Company’s common stock on the NASDAQ Stock Market from April 1, 2015
through March 31, 2016 is as follows:
Fiscal Year Ended March 31,
2016
2015
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
High
$
24.93
28.00
26.10
26.62
$
Low
16.38
17.21
16.49
18.70
High
$
13.30
13.22
27.34
26.14
$
Low
11.34
10.68
12.17
16.91
The Company’s Board of Directors in May 2014 adopted a policy to discontinue the payment of a regularly scheduled
annual cash dividend.
On May 14, 2014, the Company announced that its Board of Directors had authorized a program to repurchase up to
750,000 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. No shares were purchased pursuant to
this authorization during the fiscal year ended March 31, 2016.
13
Item 6. Selected Financial Data.
(In thousands, except per share amounts)
Statements of Operations Data:
Operating revenues
$
148,212
$
112,181
$
100,772
$
103,064
$
89,382
$
83,362
2016
2015
Year Ended March 31,
2014
2013
2012
2011
Net income¹
4,943
2,484
1,467
1,670
1,350
2,138
Basic earnings per share¹
Diluted earnings per share¹
Dividend declared per share
Balance sheet data (at period end):
Total assets
Long-term debt
2.08
2.06
-
1.05
1.04
-
0.61
0.60
0.30
0.68
0.68
0.25
0.55
0.55
0.25
0.88
0.87
0.33
52,155
43,456
37,221
36,055
35,083
34,221
5
5,000
-
-
-
8
Stockholders' equity¹
34,774
29,795
27,360
28,124
27,053
26,241
¹ For 2016, amount disclosed is that amount attributable to Air T, Inc. stockholders.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Overview
Air T, Inc. (the “Company,” “Air T,” “we” or “us”) is a decentralized holding company with ownership interests in a
broad set of operating and financial assets that are designed to expand, strengthen and diversify our cash earnings
power. Our goal is to build on Air T’s core businesses, to expand into adjacent industries, and when appropriate, to
acquire companies that we believe fit into the Air T family.
We currently operate wholly owned subsidiaries in three core industry segments:
•
•
•
overnight air cargo, comprised of our Mountain Air Cargo, Inc. (“MAC”) and CSA Air, Inc. (“CSA”)
subsidiaries, which operates in the air express delivery services industry;
ground equipment sales, comprised of our Global Ground Support, LLC (“GGS”) subsidiary, which
manufactures and provides mobile deicers and other specialized equipment products to passenger and
cargo airlines, airports, the military and industrial customers; and
ground support services, comprised of our Global Aviation Services, LLC (“GAS”) subsidiary, which
provides ground support equipment maintenance and facilities maintenance services to domestic airlines
and aviation service providers.
We recently added two other businesses, which are reported in separate segments. In October 2015, we formed a
wholly owned equipment leasing subsidiary, Air T Global Leasing, LLC (“ATGL”), which comprises our leasing
segment, and in November 2015 we acquired a minority interest in Delphax Technologies Inc. (“Delphax”), a printing
equipment manufacturer and maintenance provider, which comprises our printing equipment and maintenance
segment.
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.
14
Following is a table detailing revenues by segment and by major customer category:
(Dollars in thousands)
Overnight Air Cargo Segment:
FedEx
Ground Equipment Sales Segment:
Military
Commercial - Domestic
Commercial - International
Ground Support Services Segment
Printing Equipment and Maintenance
Domestic
International
Leasing
Year Ended March 31,
2016
2015
$
68,227
46%
$
49,865
45%
1,639
43,536
6,000
51,175
24,835
2,753
1,202
3,955
20
1%
29%
4%
34%
17%
2%
1%
3%
0%
6,016
27,216
8,538
41,770
5%
24%
8%
37%
20,546
18%
-
-
-
-
0%
0%
0%
0%
$
148,212
100%
$
112,181
100%
MAC and CSA are two of seven companies in the U.S. that have North American feeder airlines under contract with
FedEx. With a relationship with FedEx spanning over 35 years, MAC and CSA operate and maintain Cessna Caravan,
ATR-42 and ATR-72 aircraft that fly daily small-package cargo routes throughout the eastern United States, upper
Midwest and the Caribbean. MAC and CSA’s revenues are derived principally pursuant to “dry-lease” service
contracts with FedEx.
On June 1, 2015, MAC and CSA entered into new dry-lease agreements with FedEx which together cover all of the
revenue aircraft operated by MAC and CSA and replace all prior dry-lease service contracts. These dry-lease
agreements provide for the lease of specified aircraft by MAC and CSA in return for the payment of monthly rent with
respect to each aircraft leased, which monthly rent was increased from the prior dry-lease service contracts to reflect
an estimate of a fair market rental rate. These new dry-lease agreements provide that FedEx determines the type of
aircraft and schedule of routes to be flown by MAC and CSA, with all other operational decisions made by MAC and
CSA, respectively. The new dry-lease agreements provide for the reimbursement by FedEx of MAC and CSA’s costs,
without mark up, incurred in connection with the operation of the leased aircraft for the following: fuel, landing fees,
third-party maintenance, parts and certain other direct operating costs. Unlike prior dry-lease contracts, under the new
dry-lease agreements, certain operational costs incurred by MAC and CSA in operating the aircraft under the new dry-
lease agreements are not reimbursed by FedEx at cost, and such operational costs are borne solely by MAC and CSA.
Under the new dry-lease agreements, MAC and CSA are required to perform maintenance of the leased aircraft in
return for a maintenance fee based upon an hourly maintenance labor rate, which has been increased from the rate in
place under the prior dry-lease service contracts. Under prior dry-lease service contracts, the hourly maintenance labor
rate had not been adjusted since 2008. The new dry-lease agreements provide for the payment by FedEx to MAC and
CSA of a monthly administrative fee based on the number and type of aircraft leased and routes operated. The amount
of the monthly administrative fee under the new dry-lease agreements is greater than under the prior dry-lease service
contracts with FedEx, in part to reflect the greater monthly lease payment per aircraft and that certain operational costs
are borne by MAC and CSA and not reimbursed. The amount of the administrative fee is subject to adjustment based
on the number of aircraft operated, routes flown and whether aircraft are considered to be soft-parked.
On June 1, 2016, the new dry-lease agreements were amended to extend the expiration date to May 31, 2020. The new
dry-lease agreements may be terminated by FedEx or MAC and CSA, respectively, at any time upon 90 days’ written
notice and FedEx may at any time terminate the lease of any particular aircraft thereunder upon 10 days’ written
notice. In addition, each of the dry-lease agreements provides that FedEx may terminate the agreement upon written
notice if 60% or more of MAC or CSA’s revenue (excluding revenues arising from reimbursement payments under the
dry-lease agreement) is derived from the services performed by it pursuant to the respective dry-lease agreement,
FedEx becomes MAC or CSA’s only customer, or MAC or CSA employs less than six employees. As of the date of
15
this report, FedEx would have been permitted to terminate each of the dry-lease agreements under this provision. The
Company believes that the short-term nature of its agreements with FedEx is standard within the airfreight contract
delivery service industry, where performance is measured on a daily basis. FedEx has been a customer of the
Company since 1980. Loss of its contracts with FedEx would have a material adverse effect on the Company.
Under the dry-lease service contracts in place during the fiscal years ended March 31, 2015 and 2014 and the first two
months of the fiscal year ended March 31, 2016, FedEx leased its aircraft to MAC and CSA for a nominal amount and
paid a monthly administrative fee to MAC and CSA to operate the aircraft. Under these contracts, all direct costs
related to the operation of the aircraft (including fuel, outside maintenance, landing fees and pilot costs) were passed
through to FedEx without markup. In connection with the June 1, 2016 amendment extending the term of the new dry-
lease agreements to May 31, 2020, the weighted average administrative fee rate paid with respect to leased aircraft was
reduced by over 2% from the fee rate in place prior to the amendment. Because a portion of the administrative fee
funds the payment of certain operational costs incurred by MAC and CSA in operating the aircraft that are not
reimbursed by FedEx and are expected to increase substantially from the levels incurred in the fiscal year ended March
31, 2016, the reduction in the administrative fee is anticipated to have a much more significant impact on the
segment’s operating income.
Pass-through costs under the dry-lease agreements with FedEx totaled $24,632,000 and $32,672,000 for the years
ended March 31, 2016 and 2015, respectively.
As of March 31, 2016, MAC and CSA had an aggregate of 78 aircraft under its dry-lease agreements with FedEx.
Included within the 78 aircraft are 3 Cessna Caravan aircraft that are considered soft-parked. Soft-parked aircraft
remain covered under our agreements with FedEx although at a reduced administrative fee compared to aircraft that
are in operation. MAC and CSA continue to perform maintenance on soft-parked aircraft, but they are not crewed and
do not operate on scheduled routes.
GGS manufactures, sells and services aircraft deicers and other specialized equipment on a worldwide basis. GGS
manufactures five basic models of mobile deicing equipment with capacities ranging from 700 to 2,800 gallons. GGS
also offers fixed-pedestal-mounted deicers. Each model can be customized as requested by the customer, including
single operator configuration, fire suppressant equipment, open basket or enclosed cab design, a patented forced-air
deicing nozzle and on-board glycol blending system to substantially reduce glycol usage, color and style of the
exterior finish. GGS also manufactures five models of scissor-lift equipment, for catering, cabin service and
maintenance service of aircraft, and has developed a line of decontamination equipment, flight-line tow tractors, glycol
recovery vehicles and other special purpose mobile equipment. GGS competes primarily on the basis of the quality,
performance and reliability of its products, prompt delivery, customer service and price.
In July 2009, GGS was awarded a new contract to supply deicing trucks to the USAF, which expired in July 2014. On
May 15, 2014, GGS was awarded a new contract to supply deicing trucks to the USAF. The initial contract award is
for two years through July 13, 2016 with four additional one-year extension options that may be exercised by the
USAF.
In September 2010, GGS was awarded a contract to supply flight-line tow tractors to the USAF. The contract award
was for one year commencing September 28, 2010 with four additional one-year extension options that may be
exercised by the USAF. All option periods under the contract have been exercised and the contract expired in
September 2015. Because the USAF is not obligated to purchase a set or minimum number of units under these
contracts, the value of these contracts, as well as the number of units to be delivered, depends upon the USAF’s
requirements and available funding.
At March 31, 2016, GGS’s backlog of orders was $10.0 million, compared to a backlog of $2.8 million at March 31,
2015.
GAS provides the aircraft ground support equipment, fleet, and facility maintenance services. At March 31, 2016,
GAS was providing ground support equipment, fleet, and facility maintenance services to more than 75 customers at
67 North American airports.
On November 24, 2015, the Company purchased (i) at face value a $2,500,000 principal amount Five-Year Senior
Subordinated Promissory Note (the “Senior Subordinated Note”) issued by Delphax’s Canadian operating subsidiary
16
for a combination of cash and the surrender of outstanding principal of $500,000 and accrued and unpaid interest
thereunder, and cancellation of, a 90-Day Senior Subordinated Note purchased at face value by the Company from that
Delphax subsidiary on October 2, 2015 and (ii) for $1,050,000 in cash a total of 43,000 shares (the “Shares”) of
Delphax’s Series B Preferred Stock (the “Series B Preferred Stock”) and a Stock Purchase Warrant (the “Warrant”) to
acquire an additional 95,600 shares of Series B Preferred Stock at a price of $33.4728 per share (subject to adjustment
for specified dilutive events). Each share of Series B Preferred Stock is convertible into 100 shares of common stock
of Delphax, subject to anti-dilution adjustments. Based on the number of shares of Delphax common stock outstanding
and reserved for issuance under Delphax’s employee stock option plans, at March 31, 2016 the number of shares of
common stock underlying the Shares represent approximately 38% of the shares of Delphax common stock that would
be outstanding assuming conversion of the Shares and approximately 31% of the outstanding shares assuming
conversion of the Shares and the issuance of all the shares of Delphax common stock reserved for issuance under
Delphax’s employee stock option plans. Under the agreement that provided for the Company’s purchase of these
interests, on November 24, 2015 three designees of the Company (including Nick Swenson, the Company’s President,
Chief Executive Officer and Chairman, and Michael Moore, the President of our GGS subsidiary) were elected to the
board of directors of Delphax, which had a total of seven members following their election. Pursuant to the terms of
the Series B Preferred Stock, for so long as amounts are owed to Air T under the Senior Subordinated Note or we
continue to hold a specified number of the Shares and interests in the Warrant holders of the Series B Preferred Stock,
voting as a separate class, the Company would be entitled to elect, after June 1, 2016, four-sevenths of the members of
the board of directors of Delphax and, without the written consent or waiver of the Company, Delphax may not enter
into specified corporate transactions. As a result of these transactions, we determined that, even though Delphax was
not a subsidiary of the Company, we had obtained control over Delphax in conjunction with the acquisition of the
interests described above, and we have consolidated Delphax in Air T’s consolidated financial statements beginning
on November 24, 2015. The operating loss attributable to Delphax in our consolidated financial statements for the year
ended March 31, 2016 was approximately $1,967,000. This operating loss is included in our consolidated net income
for that period.
Delphax designs, manufactures and sells advanced digital print production equipment (including high-speed, high-
volume cut-sheet and continuous roll-fed printers), maintenance contracts, spare parts, supplies and consumable items
for these systems. The equipment is sold through Delphax and its subsidiaries located in Canada, the United Kingdom
and France. A significant portion of Delphax’s net sales has historically been related to service and support provided
after the sale, including the sale of consumable items for installed printing systems. Our investments in Delphax were
intended to support the commercial rollout and manufacturing costs of the new Delphax elan™500 digital color print
system, which combines advances in inkjet and paper-handling technologies in a production class sheet-fed system
offering full CMYK color and 1600 dpi print quality at speed of up to 500 letter impression per minute. Delphax’s
legacy consumables production business was expected to generate cash flow while Delphax rolled-out its next
generation élan commercial inkjet printer. In April 2016, Delphax received notice from its largest (approximately 50%
of legacy revenues) customer that it planned to reduce its order volume by approximately 90%; and phase out its use
of the legacy Delphax printers within eighteen months. Accordingly, Delphax is reviewing its fiscal year 2016
operating plan and has engaged an experienced turn-around consultant — the Platinum Group — to assist it in
developing a go-forward plan. The decline in order volumes from its largest customer is expected to significantly
impact Delphax’s results for the quarter ending June 30, 2016.
On April 4, 2016, ATGL purchased two elan™ 500 printers from Delphax for $650,000 for lease to a third party. One
of those acquired printers was subject to an existing lease to a third party which has been assigned to ATGL.
We organized ATGL on October 6, 2015. ATGL provides funding for equipment leasing transactions, which may
include transactions for the leasing of equipment manufactured by GGS and Delphax and transactions initiated by
third parties unrelated to equipment manufactured by us.
In March 2014, the Company formed Space Age Insurance Company (“SAIC”), a captive insurance company licensed
in Utah, and initially capitalized with $250,000. SAIC insures risks of the Company and its subsidiaries that were not
previously insured by the Company’s insurance programs; and underwrites third-party risk through certain reinsurance
arrangements. The activities of SAIC are included within the corporate results in the accompanying consolidated
financial statements.
Fiscal 2016 Summary
17
Revenues for our overnight air cargo segment totaled $68,227,000 for the year ended March 31, 2016, representing an
$18,362,000 (37%) increase over the prior year. The segment’s administrative fee revenues increased by $13,264,000,
reflecting the greater administrative fee amount paid under the new dry-lease agreements which became effective on
June 1, 2015. In addition, the segment’s maintenance revenues increased as a result of higher hourly maintenance
labor rates during fiscal 2016. The June 2015 agreement effected the first hourly maintenance labor rate increase in
eight years. The segment’s operating income increased by $3,264,000 in fiscal 2016. Increased administrative fees
were partially offset by the increase in the monthly rental rate for leased aircraft under the June 2015 agreement, which
increased monthly rental rates to reflect an estimate of a fair market value rental rate. Operating income for the
overnight air cargo segment for the prior fiscal year 2015 included a $374,000 gain from the sale of the Company
owned aircraft primarily used to support the overnight air cargo segment’s operations. The segment’s operating
income for the prior fiscal year was also adversely affected by a $107,000 regulatory penalty assessed for the prior
year and $94,000 incurred for the mandated regulatory rewrite of applicable manuals that began in fiscal 2015.
Revenues for GGS totaled $51,176,000 for the year ended March 31, 2016, an increase of $9,405,000 (23%) from the
prior year, while operating income increased by $2,716,000 or 74%. The increase in GGS revenues is attributable to a
$14.4 million increase in sales of commercial deicers and $954,000 increase in sales of catering trucks. Operating
margins improved approximately 1.6 percentage points in the segment compared to the prior year as a result of the
continued cost controls in administration and continued gains in production efficiencies, principally in connection with
assembly of similar units under a significant order by a major airline company received in June 2015 and completed
during the second and third fiscal quarters.
During the year ended March 31, 2016, revenues from our GAS subsidiary totaled $24,835,000, representing a
$4,288,000 (21%) increase from the prior year. Segment operating loss increased by $943,000 in fiscal year 2016.
Revenue increased with growth into new markets and services for both new and existing customers and strong parts
sales. Operating loss increased from the prior year primarily due to costs incurred in fiscal year 2016 under fixed-price
service contracts in place in certain markets that significantly exceeded the revenue associated with those contracts.
Other increases in annual operating expenses included facility upgrades, administrative infrastructure and programs to
help position GAS for growth.
Consolidated revenue also increased by $3,955,000 due to the inclusion of the printing equipment and maintenance
segment in consolidated results due to the acquisition of interests in Delphax on November 24, 2015. Operating
income was adversely affected by the $1,967,000 operating loss of the printing equipment and maintenance segment
for the period in which Delphax’s financial results are consolidated in the Company’s financial statements.
Fiscal 2016 vs. 2015
Consolidated revenue increased $36,030,000 (32%) to $148,212,000 for the fiscal year ended March 31, 2016
compared to the prior fiscal year. The increase in 2016 revenue resulted from the significant increases in each of the
Company’s legacy operations and the inclusion of revenue of the printing equipment and maintenance segment.
Revenues in the overnight air cargo segment increased $18,362,000 (37%) to $68,227,000 principally due to the
greater administrative fee amount paid under the new dry-lease agreements as discussed above. In addition, the
segment’s maintenance revenues increased to reflect the higher hourly maintenance labor rates in effect in the latter
half of fiscal year 2016.
Revenues for GGS totaled $51,176,000 for the year ended March 31, 2016, an increase of $9,405,000 (23%) from the
prior year. The increase in GGS revenues is attributable to a $14.4 million increase in sales of commercial deicers and
$954,000 increase in the sales of catering trucks.
During the year ended March 31, 2016, revenues from our GAS subsidiary totaled $24,835,000, representing a
$4,288,000 (21%) increase from the prior year. Revenue increased with growth into new markets and services for both
new and existing customers and strong annual part sales.
Consolidated revenue also increased by $3,955,000 due to the inclusion of the printing equipment and maintenance
segment in consolidated results due to the acquisition of interests in Delphax on November 24, 2015.
Operating expenses on a consolidated basis increased by $33,416,000 (31%) to $142,180,000 for fiscal year 2016
compared to fiscal year 2015. Operating expenses in the overnight air cargo segment increased $15,098,000 (30%)
18
over the prior year principally due to an increase of $11,609,000 in monthly rent for leased aircraft as a result of the
new rental rate under the new dry-lease agreements to reflect an estimate of a fair market rental rate as discussed
above. Of the segment’s $64,943,000 of operating costs in the current year, $24,632,000 were costs passed through to
our air cargo customer without markup. Ground equipment sales operating costs increased $6,690,000 (18%)
compared to the 23% increase in sales. Operating expenses in the ground support services segment increased by
$5,232,000 (25%) driven principally by investments made in infrastructure to help position the segment for growth,
including facility upgrades, leadership, marketing and data analysis roles, and training. General and administrative
expense increased $3,917,000 (28%) to $18,140,000 in fiscal year 2016. General and administrative expense increased
by $1,219,000 due to the inclusion of Delphax in consolidated results. General and administrative expense also
increased by $598,000 for the increase in GGS compensation accruals and increased general and administrative
expenses for the GAS segment as discussed above.
Operating income for the year ended March 31, 2016 was $6,032,000, a $2,615,000 (77%) increase from fiscal 2015.
The overnight air cargo segment saw an increase in its operating income this year resulting from the greater
administrative fee amount paid under the new dry-lease agreements, as well as maintenance revenue increases as a
result of the higher hourly maintenance labor rate during fiscal year 2016. Operating income for the ground equipment
sales segment increased by 74% over the prior year as a result of significantly increased volumes and margin
improvements, principally as a result of production efficiencies obtained in connection with the assembly of similar
units under a significant order by a major airline company received in June 2015 and completed in the second and
third fiscal quarters. The ground support services segment saw an increase in its operating loss from fiscal year 2015
as costs incurred in the 2016 fiscal year under fixed-price service contracts in place in certain markets significantly
exceeded the revenue associated with those contracts. Other increases in the ground support services segment’s annual
operating expenses include facility upgrades, administrative infrastructure and programs to help position the segment
for growth. Consolidated operating income included a gain on sale of assets of $6,000 in the current fiscal year
compared to $869,000 in the prior fiscal year. Gain on sale of assets for the prior year reflects a gain from the sale of
the company-owned aircraft used in the air cargo segment and the sale of leased de-icing units to the respective leasing
customers for the ground equipment sales segment.
Non-operating income, net for the year ended March 31, 2016 was $122,000, a $124,000 increase from fiscal year
2015. This increase was caused principally by increased gains on the sale of marketable securities, increased
investment income on surplus cash, and by $112,000 due to the gross unrealized foreign exchange gain in the printing
equipment and maintenance segment.
During the year ended March 31, 2016, the Company recorded $2,395,000 in income tax expense, which resulted in an
annual tax effective rate of 38.9%, compared to the rate of 27.3%, for the prior year. The effective income tax rates for
both periods differ from the U. S. federal statutory rate of 34% partially due to the effect of state income taxes, the
benefit of the federal domestic production activities deduction under Section 199 of the Internal Revenue Code (IRC),
and the benefit for the exclusion of income for SAIC afforded under Internal Revenue Code (IRC) Section 831(b).
SAIC has elected under Section 831(b) to be taxed solely on their net investment income. Section 831(b) is a special
provision for certain insurance companies with net annual written premiums of $1,200,000 or less. The benefit of the
Section 831(b) election for the March 31, 2016 fiscal year end resulted in a decrease to tax expense of $316,000. This
resulted in a decrease to the Company’s overall effective tax rate of 5.1%. The reason for the increase in the
Company’s annual effective tax rate for the year ended March 31, 2016 compared to March 31, 2015 was the tax
impact related to the inclusion of Delphax. Delphax contributed a $1,911,000 pre-tax loss, however given that
Delphax is not included in the Air T, Inc.’s consolidated tax returns and has established a full deferred tax valuation
allowance, there was no tax benefit recorded for Delphax’s loss. This had the effect of increasing the Company’s
annual effective tax rate by 9.0%.
Net income attributable to Air T, Inc. stockholders for fiscal year 2016 was $4,943,000, or $2.06 per diluted share,
compared to $2,484,000, or $1.04 per diluted share, for fiscal year 2015.
Liquidity and Capital Resources
As of March 31, 2016, the Company held approximately $6.2 million in cash and cash equivalents. Of this amount,
$821,000 was restricted with $250,000 in cash held as statutory reserve of SAIC and the remaining $571,000 pledged
to secure SAIC’s participation in certain reinsurance pools, and $2,732,000 was invested in accounts not insured by
the Federal Deposit Insurance Corporation (“FDIC”).
19
As of March 31, 2016, the Company’s working capital amounted to $23,225,000, a decrease of $7,200,000 compared
to March 31, 2015.
As of March 31, 2016, the Company had a senior secured revolving credit facility of $20.0 million (the “Revolving
Credit Facility”). The Revolving Credit Facility includes a sublimit for issuances of letters of credit of up to $500,000.
Under the Revolving Credit Facility, each of the Company, MAC, CSA, GGS, GAS and ATGL may make
borrowings. Initially, borrowings under the Revolving Credit Facility bear interest (payable monthly) at an annual rate
of one-month LIBOR plus 1.50%, although the interest rates under the Revolving Credit Facility are subject to
incremental increases based on a consolidated leverage ratio. In addition, a commitment fee accrues with respect to
the unused amount of the Revolving Credit Facility at an annual rate of 0.15%. The Company includes commitment
fee expense within the interest expense and other line item of the accompanying consolidated statements of income.
Amounts applied to repay borrowings under the Revolving Credit Facility may be reborrowed, subject to the terms of
the facility. The Revolving Credit Facility matures on April 1, 2017.
Borrowings under the Revolving Credit Facility, together with hedging obligations, if any, owing to the lender under
the Revolving Credit Facility or any affiliate of such lender, are secured by a first-priority security interest in
substantially all assets of the Company and the other borrowers (including, without limitation, accounts receivable,
equipment, inventory and other goods, intellectual property, contract rights and other general intangibles, cash, deposit
accounts, equity interests in subsidiaries and joint ventures, investment property, documents and instruments, and
proceeds of the foregoing), but excluding interests in real property.
The agreement governing the Revolving Credit Facility contains affirmative and negative covenants, including
covenants that restrict the ability of the Company and the other borrowers to, among other things, incur or guarantee
indebtedness, incur liens, dispose of assets, engage in mergers and consolidations, make acquisitions or other
investments, make changes in the nature of their business, enter into certain operating leases, and make certain capital
expenditures. The Credit Agreement also contains financial covenants, including a minimum consolidated tangible net
worth of $22.0 million, a minimum consolidated fixed charge coverage ratio of 1.35 to 1.0, a minimum consolidated
asset coverage ratio of 1.75 to 1.0, and a maximum consolidated leverage ratio of 3.5 to 1.0. The agreement governing
the Revolving Credit Facility contains events of default including, without limitation, nonpayment of principal, interest
or other obligations, violation of covenants, misrepresentation, cross-default to other debt, bankruptcy and other
insolvency events, judgments, certain ERISA events, certain changes of control of the Company, termination of, or
modification to materially reduce the scope of the services required to be provided under, certain agreements with
FedEx, and the occurrence of a material adverse effect upon the Company and the other borrowers as a whole.
The Company is exposed to changes in interest rates on its prior line of credit and its current revolving credit facility.
If the LIBOR interest rate had been increased by one percentage point, based on the weighted average balance
outstanding for the year, the change in annual interest expense would have been negligible.
As of March 31, 2016, Delphax maintained a debt facility consisting of a $7.0 million revolving senior secured credit
facility, subject to a borrowing base of North American accounts receivable and inventory. Because Delphax’s senior
credit facility prohibits the payment of cash dividends, it is not a source of liquidity to Air T, Inc. or any of its
subsidiaries. Neither Air T nor any of its subsidiaries is a guarantor of Delphax’s obligations under its senior credit
facility.
The Delphax senior credit facility is secured by substantially all of its North American assets, expires in November
2018, prohibits payment of cash dividends by Delphax and is subject to certain financial covenants. The Delphax
senior credit facility provides for interest based upon the prime rate plus a margin (4.25% as of March 31, 2016). As of
March 31, 2016, Delphax had aggregate borrowings of $1,833,000 outstanding under its senior credit facility, with a
borrowing base that would have permitted additional borrowings of approximately $800,000. Delphax has advised
that at March 31, 2016 it was not in compliance with financial covenants under the agreement governing its senior
credit facility. Due to Delphax’s non-compliance with financial covenants, the lender has the contractual right to cease
permitting borrowings under the facility and to declare all amounts outstanding under the senior credit facility due and
payable immediately. As of the date of this report the lender has neither made such declaration, nor waived its right to
do so and Delphax has continued to make borrowings under the senior credit facility. As of the date of this report,
Delphax has not regained compliance with these financial covenants. In the event that Delphax is denied access to
additional borrowings under the senior credit facility, unless it obtains access to other adequate sources of liquidity,
which may include cash from operations, Delphax may be unable to adequately fund its operations or pay its debts as
20
they come due. Delphax has recently implemented cost-savings initiatives, including employee furloughs, to minimize
ongoing cash needs.
Following is a table of changes in cash flow for the respective years ended March 31, 2016 and 2015:
Year Ended March 31,
2016
2015
Net Cash Provided by Operating Activities
Net Cash Used in Investing Activities
Net Cash (Used in) Provided by Financing Activities
Effect of foreign currency exchange rates on cash and cash equivalents
$
3,215,000
(5,266,000)
(5,994,000)
2,000
$
6,840,000
(1,980,000)
5,020,000
-
Net (Decrease) Increase in Cash and Cash Equivalents
$
(8,043,000)
$
9,880,000
Cash provided by operating activities was $3,625,000 less in fiscal 2016 compared to fiscal 2015 principally due to the
change in inventory.
Cash used in investing activities was $3,286,000 more in fiscal 2016 primarily due the higher proceeds from the sale
of the Company-owned aircraft, and leased deicers in the prior fiscal year.
Cash used in financing activities was $11,014,000 more in fiscal 2016 than in the corresponding prior year period due
primarily to net repayments on Air T, Inc.’s line of credit in fiscal 2016, whereas there were net borrowings in fiscal
2015. Cash used in financing activities in 2016 was also affected by a net $1,213,000 repayment of Delphax’s senior
credit facility in fiscal 2016. As of March 31, 2016, no amounts were outstanding under Air T, Inc.’s Revolving Credit
Facility. Delphax had outstanding borrowings of approximately $1,833,000 under its senior credit facility as of March
31, 2016.
In June 2016, the Company acquired land and entered into an agreement to construct a new corporate headquarters
facility in Denver, North Carolina for an aggregate amount of approximately $1.9 million, with construction
anticipated to be completed in fiscal year 2018. This facility will replace the Company’s current headquarters which is
leased from an entity owned by certain former officers and directors at an annual rental payment of approximately
$178,000. There are currently no other commitments for significant capital expenditures.
In May 2014, the Company’s Board of Directors adopted a policy to discontinue the payment of a regularly scheduled
annual cash dividend.
Off-Balance Sheet Arrangements
The Company defines an off-balance sheet arrangement as any transaction, agreement or other contractual
arrangement involving an unconsolidated entity under which a Company has (1) made guarantees, (2) a retained or a
contingent interest in transferred assets, (3) an obligation under derivative instruments classified as equity, or (4) any
obligation arising out of a material variable interest in an unconsolidated entity that provides financing, liquidity,
market risk or credit risk support to the Company, or that engages in leasing, hedging, or research and development
arrangements with the Company. The Company is not currently engaged in the use of any of these arrangements.
Impact of Inflation
The Company believes that inflation has not had a material effect on its manufacturing operations, because increased
costs to date have been passed on to its customers. Under the terms of its overnight air cargo business contracts the
major cost components of its operations, consisting principally of fuel, crew and other direct operating costs, and
certain maintenance costs are reimbursed by its customer. Significant increases in inflation rates could, however, have
a material impact on future revenue and operating income.
Seasonality
GGS’s business has historically been seasonal, with the revenues and operating income typically being lower in the
21
first and fourth fiscal quarters as commercial deicers are typically delivered prior to the winter season.
The Company had worked to reduce GGS’s seasonal fluctuation in revenues and earnings by increasing military and
international sales and broadening its product line to increase revenues and earnings throughout the year. In July
2009, GGS was awarded a new contract to supply deicing trucks to the USAF, which expired in July 2014. On May
15, 2014, GGS was awarded a new contract to supply deicing trucks to the USAF. The initial contract award is for
two years through July 13, 2016 with four additional one-year extension options that may be exercised by the USAF.
The value of the contract, as well as the number of units to be delivered, depends upon annual requirements and
available funding to the USAF. Although GGS has retained the USAF deicer contract, orders under the contract have
not been sufficient to offset the seasonal trend for commercial sales. As a result, GGS revenues and operating income
have resumed their seasonal nature. Our other reporting segments are not susceptible to seasonal trends.
Critical Accounting Policies and Estimates.
The Company’s significant accounting policies are more fully described in Note 1 of Notes to the Consolidated
Financial Statements in Item 8. The preparation of the Company’s consolidated financial statements in conformity
with accounting principles generally accepted in the United States requires the use of estimates and assumptions to
determine certain assets, liabilities, revenues and expenses. Management bases these estimates and assumptions upon
the best information available at the time of the estimates or assumptions. The Company’s estimates and assumptions
could change materially as conditions within and beyond our control change. Accordingly, actual results could differ
materially from estimates. The Company believes that the following are its most significant accounting policies:
Allowance for Doubtful Accounts. An allowance for doubtful accounts receivable is established based on
management’s estimates of the collectability of accounts receivable. The required allowance is determined using
information such as customer credit history, industry information, credit reports, customer financial condition and the
collectability of outstanding receivables. The estimates can be affected by changes in the financial strength of the
aviation industry, customer credit issues or general economic conditions.
Inventories. The Company’s inventories are valued at the lower of cost or market. Provisions for excess and obsolete
inventories are based on assessment of the marketability of slow-moving and obsolete inventories. Historical parts
usage, current period sales, estimated future demand and anticipated transactions between willing buyers and sellers
provide the basis for estimates. Estimates are subject to volatility and can be affected by reduced equipment
utilization, existing supplies of used inventory available for sale, the retirement of aircraft or ground equipment,
changes in the financial strength of the aviation industry, and market developments impacting both legacy and next-
generation products and services of our printing equipment and maintenance segment.
Warranty Reserves. The Company warranties its ground equipment products for up to a three-year period from date of
sale. Product warranty reserves are recorded at time of sale based on the historical average warranty cost and are
adjusted as actual warranty cost becomes known. Delphax warranties its equipment for a period of 90 days
commencing with installation, except in the European Union, where it is generally one year from product shipment
date. Similarly, Delphax warranties spare parts and supplies for a period of 90 days from shipment date. These
warranty reserves are reviewed quarterly and adjustments are made based on actual claims experience in order to
properly estimate the amounts necessary to settle future and existing claims.
Income Taxes. Income taxes have been provided using the asset and liability method. Deferred tax assets and
liabilities are recognized for the future tax consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are
measured using enacted tax laws and rates expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and
liabilities is recognized in income in the period that includes the enactment date.
Revenue Recognition. Cargo revenue is recognized upon completion of contract terms. Revenues from maintenance
and ground support services and services within our printing equipment and maintenance segment are recognized
when the service has been performed. Revenue from product sales is recognized when contract terms are completed
and ownership has passed to the customer.
Business Combinations. The Company accounts for business combinations in accordance with FASB Codification
Section 805 (“ASC 805”) Business Combinations. Consistent with ASC 805, the Company accounts for each business
22
combination by applying the acquisition method. Under the acquisition method, the Company records the identifiable
assets acquired and liabilities assumed at their respective fair values on the acquisition date. Goodwill is recognized
for the excess of the estimated fair value of the acquiree’s equity over the identifiable net assets acquired. For business
combinations where non-controlling interests remain after the acquisition, assets (including goodwill) and liabilities of
the acquired business are recorded at the full fair value and the portion of the acquisition date fair value attributable to
non-controlling interests is recorded as a separate line item within the equity section of the Company’s consolidated
balance sheet.
The acquisition method permits the Company a period of time after the acquisition date during which the Company
may adjust the provisional amounts recognized in a business combination. This period of time is referred to as the
“measurement period”. The measurement period provides an acquirer with a reasonable time to obtain the information
necessary to identify and measure the assets acquired and liabilities assumed. If the initial accounting for a business
combination is incomplete by the end of the reporting period in which the combination occurs, the Company reports in
its consolidated financial statements provisional amounts for the items for which the accounting is incomplete. Under
accounting standards in effect as of the Company’s acquisition of interests in Delphax, the Company had two
alternatives available to account for subsequent adjustments to the provisional amounts recognized at the acquisition
date to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if
known, would have affected the measurement of the amounts recognized as of that date. Under the first method, which
will no longer be an available option beginning with the Company’s first fiscal 2017 quarter, the Company would
retrospectively adjust the provisional amounts recognized at the acquisition date to reflect new information obtained.
Under the second method, which will be the only allowed method beginning with the Company’s first fiscal 2017
quarter, the Company is required to recognize adjustments to the provisional amounts, with a corresponding
adjustment to goodwill, in the reporting period in which the adjustments to the provisional amounts are determined.
Thus, the Company would adjust its consolidated financial statements as needed, including recognizing in its current-
period earnings the full effect of changes in depreciation, amortization, or other income effects, by line item, if any, as
a result of the change to the provisional amounts calculated as if the accounting had been completed at the acquisition
date. The Company has adopted the second of the two above-described methods.
Income statement activity of an acquired business is reflected within the Company’s consolidated statements of
income and comprehensive income commencing with the date of acquisition. Amounts for pre-acquisition periods are
excluded.
Acquisition-related costs are costs the Company incurs to effect a business combination. Those costs may include such
items as finder’s fees; advisory, legal, accounting, valuation, and other professional or consulting fees, and general
administrative costs. The Company accounts for such acquisition-related costs as expenses in the period in which the
costs are incurred and the services are received.
Recent Accounting Pronouncements
In May 2014, a comprehensive new revenue recognition standard was issued that will supersede nearly all existing
revenue recognition guidance. The new guidance introduces a five-step model in which an entity should recognize
revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration
to which the entity expects to be entitled in exchange for those goods or services. This guidance also requires
disclosures sufficient to enable users to understand the nature, amount, timing, and uncertainty of revenue and cash
flows arising from contracts with customers, including qualitative and quantitative disclosures about contracts with
customers, significant judgments and changes in judgments, and assets recognized from the costs to obtain or fulfill a
contract. This guidance is effective for annual reporting periods beginning after December 15, 2017, including interim
periods within that reporting period. Management is currently evaluating the new guidance, including possible
transition alternatives, to determine the impact it will have on the Company’s consolidated financial statements.
In February 2015, a standard was issued that amends the guidance that reporting entities apply when evaluating
whether certain legal entities should be consolidated. The Company will be required to adopt the standard as of the
first quarter of its fiscal year ending March 31, 2017. The Company is currently evaluating the impact of adoption on
its consolidated financial statements.
In April 2015, a standard was issued that amends existing guidance to require the presentation of debt issuance costs in
the balance sheet as a deduction from the carrying amount of the related debt liability instead of a deferred charge. It is
23
effective for annual reporting periods beginning after December 15, 2015, but early adoption is permitted. The
Company is evaluating the impact of adoption of the standard on its consolidated financial statements.
In July 2015, a standard was issued that amends existing guidance to simplify the measurement of inventory by
requiring certain inventory to be measured at the lower of cost or net realizable value. It is effective for fiscal years
beginning after December 15, 2016 and for interim periods therein. The Company is evaluating the impact of the
adoption of the standard on its consolidated financial statements.
In September 2015, a standard was issued that simplifies the accounting for measurement period adjustments
associated with a business combination by eliminating the requirement to restate prior period financial statements for
measurement period adjustments when measurements were incomplete as of the end of the reporting period that
includes the business combination. The new guidance requires that the cumulative impact of a measurement period
adjustment (including the impact on prior periods) be recognized in the reporting period in which the adjustment is
identified. It is effective for interim and annual periods beginning after December 15, 2015. The Company will adopt
this new standard beginning with the first quarter of fiscal 2017.
In January 2016, the Financial Accounting Standard Board (FASB) published Accounting Standards Update (ASU)
2016-01 Financial Instruments Overall: Recognition and Measurement of Financial Assets and Financial Liabilities
that amends the guidance on the classification and measurement of financial instruments. ASU 2016-01 becomes
effective for public business entities in fiscal years beginning after December 15, 2017, including interim periods
therein. ASU 2016-01 removes equity securities from the scope of Accounting Standards Codification (ASC) Topic
320 and creates ASC Topic 321, Investments – Equity Securities. Under the new Topic, all equity securities with
readily determinable fair values are measured at fair value on the statement of financial position, with changes in fair
value recorded through earnings. The update eliminates the option to record changes in the fair value of equity
securities through other comprehensive income. The Company is evaluating the impact of the adoption of the standard
on its consolidated financial statements.
In February 2016, the FASB issued ASU No. 2016-02, Leases. The new standard establishes a right-of-use (ROU)
model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms
longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern
of expense recognition. Similarly, lessors will be required to classify leases as either sales-type, finance or operating,
with classification affecting the pattern of income recognition. Classification for both lessees and lessors will be based
on an assessment of whether risks and rewards as well as substantive control have been transferred through a lease
contract. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods
within those fiscal years, with early adoption permitted. A modified retrospective transition approach is required for
leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial
statements, with certain practical expedients available. The Company is evaluating the impact of the adoption of the
standard on its consolidated financial statements.
Forward Looking Statements
Certain statements in this Report, including those contained in “Overview,” are “forward-looking” statements within
the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the Company’s financial
condition, results of operations, plans, objectives, future performance and business. Forward-looking statements
include those preceded by, followed by or that include the words “believes”, “pending”, “future”, “expects,”
“anticipates,” “estimates,” “depends” or similar expressions. These forward-looking statements involve risks and
uncertainties. Actual results may differ materially from those contemplated by such forward-looking statements,
because of, among other things, potential risks and uncertainties, such as:
(cid:120) Economic conditions in the Company’s markets;
(cid:120) The risk that contracts with FedEx could be terminated or adversely modified in connection with any
renewal;
(cid:120) The risk that the number of aircraft operated for FedEx will be further reduced;
(cid:120) The risk that the United States Air Force will continue to defer significant orders for deicing equipment
under its contracts with GGS;
(cid:120) The risk that Delphax’s future operating performance will result in Air T, Inc. being unable to fully
recover its investments in Delphax;
24
(cid:120) The risk that Delphax will not maintain access to sources of liquidity adequate to fund its operations and
permit it to pay its debts as they come due;
(cid:120) The impact of any terrorist activities on United States soil or abroad;
(cid:120) 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;
(cid:120) The risk of injury or other damage arising from accidents involving the Company’s overnight air cargo
operations, equipment sold by GGS or services provided by GAS;
(cid:120) Market acceptance of the Company’s new commercial and military equipment and services;
(cid:120) Competition from other providers of similar equipment and services;
(cid:120) Changes in government regulation and technology;
(cid:120) Changes in the value of marketable securities held as investments; and
(cid:120) Mild winter weather conditions reducing the demand for deicing equipment.
A forward-looking statement is neither a prediction nor a guarantee of future events or circumstances, and those future
events or circumstances may not occur. We are under no obligation, and we expressly disclaim any obligation, to
update or alter any forward-looking statements, whether as a result of new information, future events or otherwise.
25
Item 8. Financial Statements and Supplementary Data.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
Air T, Inc. and Subsidiaries
Maiden, North Carolina
We have audited the accompanying consolidated balance sheets of Air T, Inc. and subsidiaries (the “Company”) as of
March 31, 2016 and 2015, and the related consolidated statements of income, comprehensive income, stockholders’
equity and cash flows for the years then ended. The Company’s management is responsible for these consolidated
financial statements. Our responsibility is to express an opinion on these consolidated financial statements based on
our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether the consolidated financial statements are free of material misstatement. The Company was not required to
have, nor were we engaged to perform an audit of the Company’s internal control over financial reporting. Our audits
included consideration of internal control over financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements,
assessing the accounting principles used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the
consolidated financial position of Air T, Inc. and subsidiaries as of March 31, 2016 and 2015, and the consolidated
results of their operations and their cash flows for the years then ended, in conformity U.S. generally accepted
accounting principles.
/s/ Dixon Hughes Goodman LLP
Charlotte, North Carolina
June 29, 2016
26
AIR T, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
Operating Revenues:
Overnight air cargo
Ground equipment sales
Ground support services
Printing equipment and maintenance
Leasing
Operating Expenses:
Flight-air cargo
Maintenance-air cargo
Ground equipment sales
Ground support services
Printing equipment and maintenance
Research and development
General and administrative
Depreciation, amortization and impairment
Gain on sale of property and equipment
Operating Income
Non-operating Income:
Gain on sale of marketable securities
Foreign currency gain, net
Other investment income (loss), net
Interest expense and other
Income Before Income Taxes
Income Taxes
Net Income
Year Ended March 31,
2016
2015
$
68,226,891
51,175,818
24,834,616
3,954,797
19,816
148,211,938
35,990,031
23,597,111
38,060,345
20,752,753
3,611,024
777,942
18,139,830
1,257,207
(5,968)
142,180,275
6,031,663
49,720
79,654
73,115
(80,743)
121,746
6,153,409
2,395,452
$
49,864,547
41,770,395
20,546,216
-
-
112,181,158
22,219,794
22,889,035
31,949,363
17,495,471
-
-
14,222,996
856,911
(869,116)
108,764,455
3,416,703
8,487
-
(10,265)
-
(1,778)
3,414,926
931,000
3,757,957
2,483,926
Net Loss Attributable to Non-controlling
Interests
1,185,108
-
Net Income Attributable to Air T, Inc. Stockholders
$
4,943,065
$
2,483,926
Earnings Per Share:
Basic
Diluted
Weighted Average Shares Outstanding:
Basic
Diluted
See notes to consolidated financial statements.
$
2.08
$
1.05
$
2.06
$
1.04
2,372,527
2,396,824
2,359,610
2,379,928
27
28
29
AIR T, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended March 31,
2016
2015
$
3,757,957
$
2,483,926
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income
Adjustments to reconcile net income to net
cash provided by operating activities:
Gain on sale of marketable securities
Gain on sale of property and equipment
Change in accounts receivable and inventory reserves
Depreciation, amortization and impairment
Change in cash surrender value of life insurance
Deferred income taxes
Warranty reserve
Compensation expense related to stock options
Change in operating assets and liabilities:
Accounts receivable
Notes receivable and other non-trade receivables
Inventories
Prepaid expenses and other assets
Accounts payable
Accrued expenses
Income taxes payable/ receivable
Non-current liabilities
Total adjustments
Net cash provided by operating activities
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of marketable securities
Proceeds from sale of marketable securities
Net cash flow from business combination
Proceeds from sale of property and equipment
Capital expenditures
Decrease in restricted cash
Net cash used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES:
(49,720)
(5,968)
(462,439)
1,257,207
(109,386)
90,484
140,768
29,333
(1,530,289)
119,889
(877,993)
(422,547)
605,940
1,217,786
(524,900)
(21,605)
(543,440)
3,214,517
(4,481,030)
226,759
78,000
(1,246,071)
200,634
(44,298)
(5,266,006)
(8,487)
(869,116)
(370,756)
856,911
(103,060)
(372,000)
169,683
8,958
640,944
871,882
3,760,133
147,659
(1,710,347)
767,231
566,000
-
4,355,635
6,839,561
(4,527,784)
515,045
-
3,358,660
(799,666)
(526,352)
(1,980,097)
6,330,888
(1,330,888)
-
-
-
(130,335)
150,750
5,020,415
Proceeds from line of credit
Payment on line of credit
Proceeds from line of credit - Delphax
Payment of debt - Delphax
Proceeds from funding of lease
Repurchase of stock options
Proceeds from exercise of stock options, net of excess tax benefit
Net cash (used in) provided by used in financing activities
14,296,108
(19,302,273)
1,832,600
(2,827,609)
7,428
-
-
(5,993,746)
Effect of foreign currency exchange rates on cash and cash equivalen
1,923
-
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
CASH AND CASH EQUIVALENTS AT END OF YEAR
(8,043,312)
13,388,767
5,345,455
$
9,879,879
3,508,888
13,388,767
$
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING ACTIVITIES:
Finished goods inventory transferred to equipment leased to customers
$
1,288,474
$
1,132,115
SUPPLEMENTAL DISCLOSURE OF INVESTING ACTIVITIES:
Non-controlling interests in acquired business
$
1,712,935
$
-
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest
Income taxes
$
47,052
2,827,000
$
19,000
737,000
See notes to consolidated financial statements.
30
AIR T, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY
Common Stock
Additional
Paid-In
Air T, Inc. Stockholders' Equity
Accumulated
Other
Retained
Comprehensive Non-controlling
Shares
2,355,027
Amount
588,756
$
Capital
4,855,093
$
Earnings
21,923,988
$
Income (Loss)
$
(7,780)
interests
$
-
Balance, March 31, 2014
Net income
Unrealized loss from marketable
securities, net of tax
-
-
-
-
-
-
Exercise of stock options
17,500
4,375
146,375
Compensation expense related to
stock options
Tax effect from exercise, forfeiture
and repurchase of stock options
Repurchase of stock options
-
-
-
-
-
-
8,958
49,000
(130,335)
2,483,926
-
-
-
-
-
-
(127,133)
-
-
-
-
-
-
-
-
-
-
Total
Equity
$
27,360,057
2,483,926
(127,133)
150,750
8,958
49,000
(130,335)
Balance, March 31, 2015
2,372,527
$
593,131
$
4,929,090
$
24,407,915
$
(134,913)
$
-
$
29,795,223
Common Stock
Additional
Paid-In
Air T, Inc. Stockholders' Equity
Accumulated
Other
Retained
Comprehensive Non-controlling
Balance, March 31, 2015
Shares
2,372,527
Amount
593,131
$
Capital
4,929,090
$
Earnings
24,407,915
$
Income (Loss)
$
(134,913)
interests
$
-
Total
Equity
$
29,795,223
Initial consolidation of Delphax
Net income (loss)
Unrealized gain from marketable
securities, net of tax
Foreign currency translation loss
Funding on residual sharing
agreements
Compensation expense related to
stock options
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
7,428
11,147
-
4,943,065
-
-
1,712,935
1,712,935
(1,185,108)
3,757,957
-
-
-
-
46,657
-
46,657
(29,642)
(48,362)
(78,004)
-
-
-
7,428
18,187
29,334
Balance, March 31, 2016
2,372,527
$
593,131
$
4,947,665
$
29,350,980
$
(117,898)
$
497,652
$
35,271,530
See notes to consolidated financial statements.
31
AIR T, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED MARCH 31, 2016 AND 2015
Air T, Inc. (the “Company,” “Air T,” “we” or “us”) is a decentralized holding company with ownership interests in a
broad set of operating and financial assets that are designed to expand, strengthen and diversify our cash earnings
power. Our goal is to build on Air T’s core businesses, to expand into adjacent industries, and when appropriate, to
acquire companies that we believe fit into the Air T family.
We currently operate wholly owned subsidiaries in three core industry segments:
•
•
•
overnight air cargo, comprised of our Mountain Air Cargo, Inc. (“MAC”) and CSA Air, Inc. (“CSA”)
subsidiaries, which operates in the air express delivery services industry;
ground equipment sales, comprised of our Global Ground Support, LLC (“GGS”) subsidiary, which
manufactures and provides mobile deicers and other specialized equipment products to passenger and
cargo airlines, airports, the military and industrial customers; and
ground support services, comprised of our Global Aviation Services, LLC (“GAS”) subsidiary, which
provides ground support equipment maintenance and facilities maintenance services to domestic airlines
and aviation service providers.
We recently added two other businesses, which are reported in separate segments. In October 2015, we formed a
wholly owned equipment leasing subsidiary, Air T Global Leasing, LLC (“ATGL”), which comprises our leasing
segment, and in November 2015 we acquired a minority interest in Delphax Technologies Inc.(“Delphax”), a printing
equipment manufacturer and maintenance provider, which comprises our printing equipment and maintenance
segment.
In March 2014, the Company formed a wholly-owned subsidiary, Space Age Insurance Company (“SAIC”), as a
single parent hybrid captive insurance company to insure risks of the Company and its subsidiaries that were not
previously insured by the various Company insurance programs. SAIC also underwrites third-party risks through
certain reinsurance arrangements. The activities of SAIC are included within the corporate results in the
accompanying consolidated financial statements.
1.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation – The consolidated financial statements include the accounts of the Company, its
wholly-owned subsidiaries and Delphax. All intercompany transactions and balances have been eliminated in
consolidation.
Reclassifications - Certain prior period amounts have been reclassified to conform with the current period
presentation. Such reclassifications had no impact on previously reported levels of consolidated net income or
equity.
Accounting Estimates – The preparation of consolidated financial statements in conformity with accounting
principles generally accepted in the United States of America requires management to make estimates and
assumptions that affect the amounts reported and disclosed. Actual results could differ from those estimates.
Concentration of Credit Risk – The Company’s potential exposure to concentrations of credit risk consists of
trade accounts and notes receivable, and bank deposits. Accounts receivable are normally due within 30 days
and the Company performs periodic credit evaluations of its customers’ financial condition. Notes receivable
payments are normally due monthly. The required allowance for doubtful accounts is determined using
information such as customer credit history, industry information, credit reports, customer financial condition
and the collectability of past-due outstanding accounts receivables. The estimates can be affected by changes
in the financial strength of the aviation industry, customer credit issues or general economic conditions.
At various times throughout the year, the Company had deposits with banks in excess of amounts covered by
federal depository insurance and investments in corporate notes that are not covered by insurance.
A majority of the Company’s revenues are concentrated in the aviation industry and revenues can be
materially affected by current economic conditions and the price of certain supplies such as fuel, the cost of
32
which is passed through to the Company’s cargo customer. The Company has a customer concentration in its
overnight air cargo segment which provides service to one major customer. The loss of a major customer
would have a material impact on the Company’s results of operations. See Note 16 “Major Customers”.
Cash and Cash Equivalents – Cash equivalents consist of liquid investments with maturities of three months
or less when purchased.
Foreign exchange - Delphax, which is headquartered in the United States, has subsidiaries in Canada, France,
and the United Kingdom. The functional currency of the Delphax’s Canadian subsidiary is the U.S. dollar,
whereas the functional currency of Delphax’s subsidiaries in France and the United Kingdom is the Euro and
Pound Sterling, respectively. The balance sheets of foreign operations with a functional currency of other
than the U.S. dollar are translated to U.S. dollars using rates of exchange as of the applicable balance sheet
date. The statements of income items of foreign operations are translated to U.S. dollar using average rates of
exchange for the applicable period. The gains and losses resulting from translation of the financial statements
of Delphax’s foreign operations are recorded within the accumulated other comprehensive income (loss) and
non-controlling interests categories of the Company’s consolidated equity.
Goodwill - Goodwill of approximately $375,000 was provisionally recorded in connection with the
acquisition of interests in Delphax (Note 8). Goodwill reflects the excess of the estimated fair value of
Delphax’s shareholders’ equity at the date of the Company’s investment over the fair values assigned to
Delphax’s identifiable net assets as of the same date. Goodwill is not amortized; rather, it is subject to a
periodic assessment for impairment.
The Company intends to perform its annual impairment test of Delphax’s goodwill as of September 30, which
is the end of Delphax’s fiscal year. An impairment test will also be carried out anytime events or changes in
circumstances indicate that goodwill might be impaired. Goodwill is tested for impairment at a level of
reporting referred to as a reporting unit. The Company has determined that the reporting unit for all goodwill
as of March 31, 2016 is at the consolidated Delphax level. The applicable accounting standards provide for
two methods to assess goodwill for possible impairment, one qualitative and the other a two-step quantitative
method.
The Company is permitted to first assess qualitative factors to determine whether it is more likely than not
(this is, a likelihood of more than 50 percent) that the fair value of a reporting unit is less than its carrying
value, including goodwill. In qualitatively evaluating whether it is more likely than not that the fair value of a
reporting unit is less than its carrying amount, the Company assesses relevant events and circumstances such
as macroeconomic conditions, industry and market developments, cost factors, and the overall financial
performance of the reporting unit. If, after assessing these events and circumstances, it is determined that it is
not more likely than not that the fair value of a reporting unit is less than its carrying amount, then the first
and second steps of the quantitative goodwill impairment test are unnecessary. In the first step of the
quantitative method, recoverability of goodwill is evaluated by estimating the fair value of the reporting unit’s
goodwill using multiple techniques, including a discounted cash flow model income approach and a market
approach. The estimated fair value is then compared to the carrying value of the reporting unit. If the fair
value of a reporting unit is less than its carrying value, a second step is performed to determine the amount of
impairment loss, if any. The second step requires allocation of the reporting unit’s fair value to all of its assets
and liabilities using the acquisition method prescribed under authoritative guidance for business
combinations. Any residual fair value is allocated to goodwill. Impairment losses, limited to the carrying
value of goodwill, represent the excess of the carrying amount of goodwill over its implied fair value.
Considering all relevant factors, the Company identified a potential goodwill impairment during the quarter
ended March 31, 2016. After review, the Company estimated and recorded an impairment charge in the
amount of $100,000.
Intangible Assets - Amortizable intangible assets consist of acquired patents and tradenames recorded at fair
value in connection with the acquisition of interests in Delphax (Note 8). Amortization is recorded using the
straight-line method over the estimated useful lives of the assets. In accordance with the applicable
accounting guidance, the Company evaluates the recoverability of amortizable intangible assets whenever
events occur that indicate potential impairment. In doing so, the Company assesses whether the carrying
amount of the asset is unrecoverable by estimating the sum of the future cash flows expected to result from
33
the asset, undiscounted and without interest charges. If the carrying amount is more than the recoverable
amount, an impairment charge must be recognized based on the estimated fair value of the asset. Considering
all relevant factors, the Company estimated and recorded a tradename impairment charge in the amount of
$50,000 in the quarter ended March 31, 2016. The estimated amortizable lives of the intangible assets are as
follows:
Tradenames
Patents
Years
5
9
Marketable Securities – In accordance with Accounting Standards Codification (“ASC”) 320, Investments –
Debt and Equity Securities, and based on our intentions regarding these instruments, we classify all of our
marketable equity securities as available-for-sale. Marketable equity securities are reported at fair value, with
all unrealized gains (losses) reflected net of tax in stockholders’ equity on our consolidated balance sheets,
and as a line item in our consolidated statements of comprehensive income. If we determine that an
investment has other than a temporary decline in fair value, we recognize the investment loss in non-
operating income, net in the accompanying consolidated statements of comprehensive income. We regularly
evaluate our investments for impairment using both quantitative and qualitative criteria. For equity securities
we consider the length of time and magnitude of the amount of each security that is in an unrealized loss
position. Other than our investment in Insignia Systems, Inc., all of our marketable securities investments are
classified as current based on the nature of the investments and their availability for use in current operations.
Inventories – Inventories related to the Company’s manufacturing and service operations are carried at the
lower of cost (first in, first out) or market. When finished goods units are leased to customers under operating
leases, the units are transferred to Property and Equipment. Consistent with aviation industry practice, the
Company includes expendable aircraft parts and supplies in current assets, although a certain portion of these
inventories may not be used or sold within one year.
Property and Equipment – Property and equipment is stated at cost or, in the case of equipment under capital
leases, the present value of future lease payments. Rotable parts represent aircraft parts which are repairable,
capitalized and depreciated over their estimated useful lives. Depreciation and amortization are provided on a
straight-line basis over the asset’s useful life. Leased equipment is depreciated using the accelerated method.
Useful lives range from three years for computer equipment, seven years for flight equipment and ten years
for deicers and other equipment leased to customers.
The Company assesses long-lived assets used in operations for impairment when events and circumstances
indicate the assets may be impaired and the undiscounted cash flows estimated to be generated by those assets
are less than their carrying amount. In the event it is determined that the carrying values of long-lived assets
are in excess of the estimated undiscounted cash flows from those assets, the Company then will write-down
the value of the assets by such excess.
Asset Retirement Obligation - Under the terms of a lease for a manufacturing facility in Canada, Delphax is
responsible for restoring the leased property to its original condition, normal wear and tear excepted. The
Company’s provisional accounting for the acquisition of Delphax reflects an estimated asset retirement
obligation (“ARO”) liability for this matter of approximately $560,000. The ARO liability was determined
using the present value of the estimated facility restoration costs. Determination of this estimated liability
involves significant judgment. The liability is reflected on the accompanying March 31, 2016 consolidated
balance sheet within other long-term liabilities. The liability will be periodically adjusted to reflect revisions
to estimated future costs and the accretion of interest. The liability as reflected in the Company’s consolidated
balance sheet will also change with movement in the U.S. dollar to Canadian dollar exchange rate. The
balance at March 31, 2016 was left unchanged compared to the amount estimated for purchase accounting
because there was no change of estimate between November 24, 2015 and March 31, 2016 and because the
impact of interest accretion and exchange rate movement was deemed inconsequential.
Restricted Cash — Restricted cash consists of cash held by SAIC as statutory capital reserves and cash
collateral securing SAIC’s participation in certain reinsurance pools.
Revenue Recognition – Cargo revenue is recognized upon completion of contract terms. Revenues from
maintenance and ground support services and services within our printing equipment and maintenance
34
segment are recognized when the service has been performed. Revenue from product sales is recognized
when contract terms are completed and ownership has passed to the customer.
Operating Expenses Reimbursed by Customer – The Company, under the terms of its overnight air cargo dry-
lease service contracts, passes through to its air cargo customer certain cost components of its operations
without markup. The cost of flight crews, fuel, landing fees, outside maintenance, parts and certain other
direct operating costs are included in operating expenses and billed to the customer, at cost, and included in
overnight air cargo revenue on the accompanying statements of income. These pass through costs totaled
$24,632,000 and $32,672,000 for the years ended March 31, 2016 and 2015, respectively.
Stock Based Compensation – The Company maintains a stock option plan for the benefit of certain eligible
employees and directors of the Company. The Company recognizes compensation expense on stock options
based on their fair values over the requisite service period. The compensation cost we record for these awards
is based on their fair value on the date of grant. The Company uses the Black Scholes option-pricing model as
its method for valuing stock options. The key assumptions for this valuation method include the expected
term of the option, stock price volatility, risk-free interest rate and dividend yield. Many of these assumptions
are judgmental and highly sensitive in the determination of compensation expense.
Warranty Reserves – The Company warranties its ground equipment products for up to a three-year period
from date of sale. The Company’s printing equipment and maintenance segment provides a limited short-
term (typically 90 days) warranty on equipment and spare parts. Product warranty reserves are recorded at
time of sale based on the historical average warranty cost and are adjusted as actual warranty cost becomes
known.
Product warranty reserve activity is as follows:
Year Ended March 31,
Beginning Balance
Amounts charged to expense
Actual warranty costs paid
Delphax acquisition
Ending Balance
2016
$
2015
$
231,803
140,768
(166,916)
60,800
266,455
242,000
169,683
(179,880)
-
231,803
$
$
Income Taxes – Income taxes have been provided using the asset and liability method. Deferred tax assets
and liabilities are recognized for the future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets
and liabilities are measured using enacted tax laws and rates expected to apply to taxable income in the years
in which those temporary differences are expected to be recovered or settled. The effect of a change in tax
rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment
date.
Research and Development Costs – All research and development costs are expensed as incurred. The
research and development costs for the period November 24, 2015 through March 31, 2016 amounted
$778,000. There were no research and development costs for the fiscal year ended March 31, 2015.
2.
EARNINGS PER COMMON SHARE
Basic earnings per share has been calculated by dividing net income 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. For the year ended March 31, 2016 all
options to acquire shares of Air T, Inc. common stock were included in computing earnings per share because
their effects were dilutive. The computation of earnings per common share is as follows:
35
Net earnings attributable to Air T, Inc.
Stockholders
Earnings Per Share:
Basic
Diluted
Weighted Average Shares Outstanding:
Basic
Diluted
3.
MARKETABLE SECURITIES
Year Ended March 31,
2016
2015
$
4,943,065
$
2,483,926
$
$
2.08
2.06
$
$
1.05
1.04
2,372,527
2,396,824
2,359,610
2,379,928
Marketable securities at March 31, 2016 consisted of investments in publicly traded companies with a fair
value of $9,656,000, an aggregate cost basis of $9,791,000, gross unrealized gains aggregating $422,000 and
gross unrealized losses aggregating $557,000. Marketable securities at March 31, 2015 consisted of
investments with a fair market value of $5,279,000, an aggregate cost basis of $5,490,000, gross unrealized
gains aggregating $0 and gross unrealized losses aggregating $211,000. Securities that had been in a
continuous unrealized loss position for less than 12 months as of March 31, 2016 had an aggregate fair value
and unrealized loss of $5,903,000 and $163,000, respectively ($4,168,000 and $176,000, respectively, at
March 31, 2015). Securities that had been in a continuous unrealized loss position for more than 12 months as
of March 31, 2016 had an aggregate fair value and unrealized loss of $4,711,000 and $395,000, respectively
($1,111,000 and $35,000, respectively, at March 31, 2015). The Company realized gains of $50,000 and
$9,000 from the sale of securities during the years ended March 31, 2016 and March 31, 2015, respectively.
4.
INVENTORIES
Inventories consisted of the following:
Ground support service parts
Ground equipment manufacturing:
Raw materials
Work in process
Finished goods
Printing equipment and maintenance
Raw materials
Work in process
Finished goods
Total inventories
Reserves
Year Ended March 31,
2016
1,566,694
$
2015
938,072
$
1,549,810
408,213
4,328,812
3,319,939
759,446
562,912
12,495,826
(221,722)
2,583,797
1,535,152
3,045,761
-
-
-
8,102,782
(313,133)
Total, net of reserves
$
12,274,104
$
7,789,650
5.
PROPERTY AND EQUIPMENT
Property and equipment consisted of the following:
36
Furniture, fixtures and improvements
Equipment leased to customers
Less accumulated depreciation
March 31,
$
2016
5,559,885
2,898,639
8,458,523
(3,880,750)
$
2015
4,931,748
1,672,402
6,604,150
(4,032,650)
Property and equipment, net
$
4,577,774
$
2,571,499
6.
INTANGIBLE ASSETS AND GOODWILL
Intangible assets as of March 31, 2016 are presented in the table below. The Company had no intangible
assets as of the end of the prior fiscal year.
Amortization expense was approximately $51,000 for the period November 24, 2015 through March 31,
2016. There is no amortization expense for the year ended March 31, 2015 as all intangibles were acquired
through the Company’s investment in Delphax on November 24, 2015. The Company’s consolidated
statement of income for the year ended March 31, 2016 reflects a tradename impairment charge in the amount
of $50,000.
Annual future amortization expense for these intangible assets is as follows:
Year ending March 31,
2017
2018
2019
2020
2021
Thereafter
$
135,111
135,111
135,111
135,111
126,695
441,973
1,109,112
$
The Company provisionally recorded goodwill of approximately $375,000 in connection with its investment
in Delphax (Note 8). The Company estimated a subsequent impairment of this goodwill in the amount of
$100,000 which has been reflected in the accompanying fiscal year 2016 consolidated financial statements.
37
7.
ACCRUED EXPENSES
Accrued expenses consisted of the following:
Salaries, wages and related items
Profit sharing
Health insurance
Warranty reserves
Other
Total
8.
ACQUISITION OF INTERESTS IN DELPHAX
March 31,
2016
2015
$
$
3,288,169
1,769,261
353,825
266,455
1,165,164
6,842,874
1,571,347
1,088,089
405,826
231,803
232,386
3,529,451
$
$
Pursuant to a Securities Purchase Agreement dated as of October 2, 2015 (the "Securities Purchase
Agreement") among the Company, Delphax Technologies, Inc. and its subsidiary, Delphax Technologies
Canada Limited ("Delphax Canada"), on November 24, 2015 (the "Closing Date"), the Company purchased
(i) at face value a $2,500,000 principal amount Five-Year Senior Subordinated Promissory Note (the "Senior
Subordinated Note") issued by Delphax Canada for a combination of cash and the surrender of outstanding
principal of $500,000 and accrued and unpaid interest thereunder, and cancellation of, a 90-Day Senior
Subordinated Note purchased at face value by the Company from Delphax Canada on October 2, 2015
pursuant to the Securities Purchase Agreement and (ii) for $1,050,000 in cash a total of 43,000 shares of
Delphax's Series B Preferred Stock (the "Series B Preferred Stock") and a Stock Purchase Warrant (the
"Warrant") to acquire an additional 95,600 shares of Series B Preferred Stock at a price of $33.4728 per share
(subject to adjustment for specified dilutive events).
Principal under the Senior Subordinated Note is due on October 24, 2020 and bears interest at an annual rate
of 8.5%. Interest is to be paid in kind until, in the absence of specified events, November 24, 2017.
Thereafter, interest is to be paid in cash. Interest in kind is to be paid monthly, while interest payable in cash
is to be paid quarterly. The Senior Subordinated Note is guaranteed by Delphax and is secured by security
interests granted by Delphax and Delphax Canada in their respective inventories, equipment, accounts
receivable, cash, deposit accounts, contract rights and other specified property, as well as a pledge by
Delphax of the outstanding capital stock of its subsidiaries, including Delphax Canada. Pursuant to the terms
of a subordination agreement (the "Subordination Agreement") entered into on October 2, 2015 by Delphax,
Delphax Canada, the Company and the senior lender (the "Senior Lender") that provides a revolving credit
facility under an agreement with Delphax and Delphax Canada (the "Senior Credit Agreement"), the
Company's rights with respect to payment under and enforcement of the Senior Subordinated Note, and
enforcement of its security interests are subordinated to the rights of the Senior Lender under the Senior
Credit Agreement.
Each share of Series B Preferred Stock is convertible into 100 shares of common stock of Delphax, subject to
anti-dilution adjustments, and has no liquidation preference over shares of common stock of Delphax. No
dividends are required to be paid with respect to the shares of Series B Preferred Stock, except that ratable
dividends (on an as-converted basis) are to be paid in the event that dividends are paid on the common stock
of Delphax. Based on the number of shares of Delphax common stock outstanding and reserved for issuance
under Delphax's employee stock option plans at the Closing Date, the number of shares of common stock
underlying the Series B Preferred Stock purchased by the Company represent approximately 38% of the
shares of Delphax common stock that would be outstanding assuming conversion of Series B Preferred Stock
held by the Company and approximately 31% of the outstanding shares of common stock assuming
conversion of the Series B Preferred Stock and the issuance of all the shares of Delphax common stock
reserved for issuance under Delphax's employee stock option plans.
Pursuant to the terms of the Series B Preferred Stock, for so long as amounts are owed to the Company under
the Senior Subordinated Note or the Company continues to hold a specified number of the Series B Preferred
38
Stock and interests in the Warrant sufficient to permit it to acquire up to 50% of the number of shares of
Series B Preferred Stock initially purchasable under the Warrant (or holds shares of Series B Preferred Stock
acquired in connection with the exercise of the Warrant equal to 50% of the number of shares of Series B
Preferred Stock initially purchasable under the Warrant), then
(cid:404) holders of the Series B Preferred Stock, voting as a separate class, would be entitled to elect (and
exercise rights of removal and replacement) with respect to three-sevenths of the board of directors of
Delphax, and after June 1, 2016 the holders of the Series B Preferred Stock, voting as a separate class, would
be entitled to elect (and to exercise rights of removal and replacement of) with respect to four-sevenths of the
members of the board of directors of Delphax; and
(cid:404) without the written consent or waiver of the Company, Delphax may not enter into specified
corporate transactions.
Pursuant to the provision described above, beginning on November 24, 2015, three designees of the Company
were elected to the board of directors of Delphax, which had a total of seven members following their
election.
The Warrant expires on November 24, 2021. The Warrant provides that, prior to any exercise of the Warrant,
the holder of the Warrant must first make a good faith written tender offer to existing holders of Delphax
common stock to purchase an aggregate amount of common stock equal to the number of shares of common
stock issuable upon conversion of the Series B Preferred Stock that would be purchased upon such exercise of
the Warrant. The Warrant requires that the per share purchase price to be offered in such tender offer would
be equal to the then-current exercise price of the Warrant divided by the then-current conversion rate of the
Series B Preferred Stock. To the extent that shares of common stock are purchased by the holder in the tender
offer, the amount of shares of Series B Preferred Stock purchasable under the Warrant held by such holder is
to be ratably reduced. The Warrant is to provide that it may be exercised for cash, by surrender of principal
and interest under the Senior Subordinated Note equal to 0.95 times the aggregate exercise price or by
surrender of a portion of the Warrant having a value equal to the aggregate exercise price based on the
difference between the Warrant exercise price per share and an average market value, measured over a 20-
trading day period, of Delphax common stock that would be acquired upon conversion of one share of Series
B Preferred Stock.
As a result of the above transactions, the Company determined that it had obtained control over Delphax and
it included Delphax in its consolidated financial statements beginning on November 24, 2015.
The following table summarizes the provisional fair values of consolidated Delphax assets and liabilities as of
the Closing Date:
39
ASSETS
Cash and cash equivalents
Accounts receivable
Inventories
Other current assets
Property and equipment
Intangible assets - trade name
Intangible assets - patents
Goodwill
Total assets
LIABILITIES
Accounts payable
Accrued expenses
Income tax payable
Debt
Other long-term liabilities
Total liabilities
November 24, 2015
$ 586,061
1,740,210
3,972,802
693,590
722,714
120,000
1,090,000
375,408
$ 9,300,785
$ 1,663,199
1,949,522
11,312
3,313,317
650,500
$ 7,587,850
Net Assets
$ 1,712,935
The Company determined that it was reasonable to use the price which it paid for its minority equity interest
as the basis for estimating the total fair value of Delphax’s equity as of November 24, 2015 acquisition date.
The effect of the Company’s equity and debt investments of $1,050,000 and $2,500,000, respectively, are not
reflected in the above table. As such, the amounts presented reflect the provisional fair values of Delphax’s
assets and liabilities immediately prior to the Company’s investments. The net assets amount presented above
is the estimated acquisition date fair value of the non-controlling interests in Delphax.
Delphax’s debt immediately prior to the acquisition included approximately $508,000 due under the 90-Day
Senior Subordinated Note.
The Company’s initial accounting for its acquisition of interests in Delphax is currently incomplete.
Therefore, as permitted by the applicable accounting guidance, the above amounts are provisional.
Determination of the acquisition date fair values of certain of Delphax assets and liabilities, particularly
inventories and the ARO liability (see Note 1) involves significant management judgment and is a time-
intensive undertaking. The Company anticipates finalizing its accounting of this business combination in the
first quarter of fiscal year 2017, but by no later than the end of the second fiscal 2017 quarter.
Direct costs relating to the above transactions of $110,000 were expensed as incurred during the year ended
March 31, 2016, and are included in the general and administrative expenses in the consolidated statements of
income and comprehensive income.
Pro forma financial information is not presented as the results are not material to the Company’s consolidated
financial statements.
40
9.
VARIABLE INTEREST ENTITIES
A variable interest entity ("VIE") is an entity that either (i) has insufficient equity to permit the entity to
finance its activities without additional subordinated financial support, or (ii) has equity investors who lack
the characteristics of a controlling financial interest. Under ASC 810 - Consolidation, an entity that holds a
variable interest in a VIE and meets certain requirements would be considered to be the primary beneficiary
of the VIE and required to consolidate the VIE in its consolidated financial statements. In order to be
considered the primary beneficiary of a VIE, an entity must hold a variable interest in the VIE and have both:
(cid:120)
(cid:120)
the power to direct the activities that most significantly impact the economic performance of the
VIE; and
the right to receive benefits from, or the obligation to absorb losses of, the VIE that could be
potentially significant to the VIE.
As described in Note 8, the Company acquired Delphax Series B Preferred Stock, loaned funds to Delphax,
and acquired the Warrant. In accordance with ASC 810, the Company evaluated whether Delphax was a VIE
as of November 24, 2015. Based principally on the fact that the Company granted Delphax subordinated
financial support, the Company determined that Delphax was a VIE on that date. Therefore, it was necessary
for the Company to assess whether it held any “variable interests”, as defined in ASC 810, in Delphax. The
Company concluded that its investments in Delphax’s equity and debt, and its investment in the Warrant, each
constituted a variable interest. Based on its determination that it held variable interests in a VIE, the Company
was required to assess whether it was Delphax’s “primary beneficiary”, as defined in ASC 810.
After considering all relevant facts and circumstances, the Company concluded that it became the primary
beneficiary of Delphax on November 24, 2015. While various factors informed the Company’s determination,
particular weight was given to the Company’s current representation on Delphax’s board of directors and the
provision described in Note 2 which grants the Company control of such board beginning June 1, 2016. Since
the Company became Delphax’s primary beneficiary on November 24, 2015, the Company consolidated
Delphax in its consolidated financial statements beginning on that date.
Refer to Note 8 for the provisional fair value of the assets and liabilities of Delphax on the acquisition date.
The following table sets forth the carrying values of Delphax’s assets and liabilities as of March 31, 2016:
41
ASSETS
Current assets:
Cash and cash equivalents
Accounts receivable, net
Inventories
Other current assets
Total current assets
Property and equipment
Intangible assets
Goodwill
Other Assets
Total assets
LIABILITIES
Current liabilities:
Accounts payable
Income tax payable
Accrued expenses
Short-term debt
Total current liabilities
Long-term debt
Other long-term liabilities
Total liabilities
March 31, 2016
$ 249,528
1,433,494
4,642,298
1,034,067
7,359,387
625,684
1,109,112
275,408
26,020
$ 9,395,611
$ 1,684,802
11,312
1,926,340
1,859,300
5,481,754
2,581,107
606,358
$ 8,669,219
Net Assets
$ 726,392
Long-term debt as reflected in the above table includes approximately $76,000 of accrued interest, due to the
Company from Delphax Canada under the Senior Subordinated Note. This debt and accrued interest was
eliminated for purposes of the Company’s accompanying March 31, 2016 consolidated balance sheet.
The assets of Delphax can only be used to satisfy the obligations of Delphax. Furthermore, Delphax’s
creditors do not have recourse to the assets of Air T, Inc. or its subsidiaries.
Delphax’s revenues and expenses are included in our consolidated financial statements beginning November
24, 2015. Revenues and expenses prior to the date of initial consolidation are excluded. The following table
sets forth the revenue and expenses of Delphax that are included in the Company’s consolidated statements of
income and comprehensive income for the year ended March 31, 2016:
42
Operating Revenues
$
3,954,797
From November 24, 2015
through March 31, 2016
Operating Expenses:
Cost of sales
General and administrative
Research and development
Depreciation, amortization and impairment
Operating Loss
Non-operating Loss
Loss Before Income Taxes
Income Taxes
Net Loss
3,611,024
1,218,564
777,942
313,893
5,921,423
(1,966,626)
(21,111)
(1,987,737)
-
$
(1,987,737)
Non-operating income, net, includes interest expense of approximately $76,000 associated with the Senior
Subordinated Note. This interest expense was eliminated for purposes of the Company’s accompanying
consolidated statements of income and comprehensive income for the year ended March 31, 2016.
10.
FINANCING ARRANGEMENTS
As of March 31, 2016, the Company had a senior secured revolving credit facility of $20.0 million (the
“Revolving Credit Facility”). The Revolving Credit Facility includes a sublimit for issuances of letters of
credit of up to $500,000. Under the Revolving Credit Facility, each of the Company, MAC, CSA, GGS, GAS
and ATGL may make borrowings. Initially, borrowings under the Revolving Credit Facility bear interest
(payable monthly) at an annual rate of one-month LIBOR plus 1.50%, although the interest rates under the
Revolving Credit Facility are subject to incremental increases based on a consolidated leverage ratio. In
addition, a commitment fee accrues with respect to the unused amount of the Revolving Credit Facility at an
annual rate of 0.15%. The Company includes commitment fee expense within the interest expense and other
line item of the accompanying consolidated statements of income. Amounts applied to repay borrowings
under the Revolving Credit Facility may be reborrowed, subject to the terms of the facility. The Revolving
Credit Facility matures on April 1, 2017.
Borrowings under the Revolving Credit Facility, together with hedging obligations, if any owing to the lender
under the Revolving Credit Facility or any affiliate of such lender, are secured by a first-priority security
interest in substantially all assets of the Company and the other borrowers (including, without limitation,
accounts receivable, equipment, inventory and other goods, intellectual property, contract rights and other
general intangibles, cash, deposit accounts, equity interests in subsidiaries and joint ventures, investment
property, documents and instruments, and proceeds of the foregoing), but excluding interests in real property.
The agreement governing the Revolving Credit Facility contains affirmative and negative covenants,
including covenants that restrict the ability of the Company and the other borrowers to, among other things,
incur or guarantee indebtedness, incur liens, dispose of assets, engage in mergers and consolidations, make
acquisitions or other investments, make changes in the nature of their business, enter into certain operating
leases, and make certain capital expenditures. The Credit Agreement also contains financial covenants,
including a minimum consolidated tangible net worth of $22.0 million, a minimum consolidated fixed charge
coverage ratio of 1.35 to 1.0, a minimum consolidated asset coverage ratio of 1.75 to 1.0, and a maximum
43
consolidated leverage ratio of 3.5 to 1.0. The agreement governing the Revolving Credit Facility contains
events of default including, without limitation, nonpayment of principal, interest or other obligations,
violation of covenants, misrepresentation, cross-default to other debt, bankruptcy and other insolvency events,
judgments, certain ERISA events, certain changes of control of the Company, termination of, or modification
to materially reduce the scope of the services required to be provided under, certain agreements with FedEx,
and the occurrence of a material adverse effect upon the Company and the other borrowers as a whole.
The Company is exposed to changes in interest rates on its prior line of credit and its current revolving credit
facility. If the LIBOR interest rate had been increased by one percentage point, based on the weighted
average balance outstanding for the year, the change in annual interest expense would have been negligible.
No borrowings were outstanding under the credit facility on March 31, 2016.
Amounts advanced under the credit facility bear interest at the 30-day “LIBOR” rate plus 150 basis points.
The LIBOR rate at March 31, 2016 was approximately .44%. The Company was in compliance with all
covenants under this credit facility at March 31, 2016.
As of March 31, 2016, Delphax maintained a debt facility consisting of a $7.0 million revolving senior
secured credit facility, subject to a borrowing base of North American accounts receivable and inventory.
Because Delphax’s senior credit facility prohibits the payment of cash dividends, the facility is not a source of
liquidity to Air T, Inc. or any of its subsidiaries. Neither Air T nor any of its subsidiaries is a guarantor of
Delphax’s obligations under its senior credit facility.
The Delphax senior credit facility is secured by substantially all of its North American assets, expires in
November 2018, prohibits payment of cash dividends by Delphax and is subject to certain financial
covenants. The Delphax senior credit facility provides for interest based upon the prime rate plus a margin
(4.25% as of March 31, 2016). As of March 31, 2016, Delphax had aggregate borrowings of $1,833,000
outstanding under its senior credit facility, with a borrowing base that would have permitted additional
borrowings of approximately $800,000. Delphax has advised that at March 31, 2016 it was not in compliance
with financial covenants under the agreement governing its senior credit facility. Due to Delphax’s non-
compliance with financial covenants, the lender has the contractual right to cease permitting borrowings
under the facility and to declare all amounts outstanding under the senior credit facility due and payable
immediately. As of the date of this report the lender has neither made such declaration, nor waived its right to
do so and Delphax has continued to make borrowings under the senior credit facility. As of the date of this
report, Delphax has not regained compliance with these financial covenants. In the event that Delphax is
denied access to additional borrowings under the senior credit facility, unless it obtains access to other
adequate sources of liquidity, which may include cash from operations, Delphax may be unable to adequately
fund its operations or pay its debts as they come due. Delphax has recently implemented cost-savings
initiatives, including employee furloughs, to minimize ongoing cash needs.
11.
LEASE ARRANGEMENTS
The Company has operating lease commitments for office equipment and its office and maintenance
facilities. The Company leases its corporate offices from a company controlled by certain of the Company’s
former officers and directors. The lease for this facility provides for monthly rent of $14,862 and expires on
January 31, 2018, though the lease may be renewed by us for three additional two-year option periods
through January 31, 2024.
The Company leases approximately 53,000 square feet of a 66,000 square foot aircraft maintenance facility
located in Kinston, North Carolina under an agreement that extends through January 2023, with the option to
extend the lease for four additional five-year periods thereafter. The Company has calculated rent expense
under the current lease term.
GGS leases its production facility under an agreement that extends through August 2019.
GAS leases several maintenance facilities across the country and an administrative office in Eagan,
Minnesota. Most of the leases are on one year agreements with renewal clauses, but some of these are multi-
year leases extending out as far as March 2021.
44
Delphax leases its production facility in Mississauga, Ontario under an agreement extending through August
2018. Annual rents remaining under the agreement are CDN $384,000 (approximately $222,000 using the
March 31, 2016 exchange rate) per year. In addition, Delphax is obligated to pay as additional rent the related
operating expenses of the landlord. Under the terms of the lease, Delphax is also subject to a facility
restoration obligation (see Note 1).
Delphax has office space in the United Kingdom under an operating lease that extends through January 2017.
The annual lease payment for this facility is £62,400 (approximately $90,000 using the March 31, 2016
exchange rate). In addition to the contracted lease amount, the lease payments include a pro rata portion of the
operating expenses incurred by the landlord.
At March 31, 2016, future minimum annual lease payments (foreign currency amounts translated using
applicable March 31, 2016 exchange rates) under non-cancelable operating leases with initial or remaining
terms of more than one year are as follows:
Year ended March 31,
2017
2018
2019
2020
2021
Thereafter
Total minimum lease payments
$
$
3,278,000
2,611,000
1,660,000
1,018,000
564,000
632,000
9,763,000
The Company’s rent expense excluding Delphax for operating leases totaled approximately $3,038,000 and
$2,309,000 for fiscal 2016 and 2015, respectively, and includes amounts to related parties of $178,000 and
$177,000 in fiscal 2016 and 2015, respectively. Delphax’s rent expense from November 24, 2015 through
March 31, 2016 totaled approximately $226,000.
12.
EQUIPMENT LEASED TO CUSTOMERS
The Company leases equipment to third parties. As of March 31, 2016, minimum future rentals under non-
cancelable operating leases are as follow:
Year ended March 31,
2017
2018
2019
2020
2021
Thereafter
Total minimum lease payments
$
$
206,000
46,040
46,040
46,040
46,040
3,837
393,994
Delphax leases a printer to a third party under an operating lease agreement entered into in June 2015. The
term of this lease extends through May 2018. This agreement provides for monthly rent of $20,000. At March
31, 2016, future minimum annual lease payments receivable are as follows:
45
13.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company measures and reports financial assets and liabilities at fair value, on a recurring basis. Fair
value measurement is classified and disclosed in one of the following three categories:
Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical,
unrestricted assets or liabilities.
Level 2: Quoted prices in markets that are not active or inputs which are observable, either directly or
indirectly, for substantially the full term of the asset or liability.
Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value
measurement and unobservable (i.e., supported by little or no market activity).
The Company’s assets and liabilities measured at fair value (all Level 1 categories) were as follows:
Fair Value Measurements at March 31,
2016
2015
Marketable securities
$ 9,655,915
$ 5,278,752
The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, accounts
receivable, notes receivable and accrued expenses approximate their fair value at March 31, 2016 and 2015.
14.
AIR T, INC. STOCKHOLDERS’ EQUITY
The authorized capital structure of Air T, Inc. includes 4,000,000 shares of common stock, with a par value of
$0.25 per share. In May 2014, the Company’s Board of Directors adopted a policy to discontinue the
payment of a regularly scheduled annual cash dividend.
On May 14, 2014, the Company announced that its Board of Directors had authorized a program to
repurchase up to 750,000 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.
In addition to common stock, the Company may issue up to 50,000 shares of $1.00 par value preferred stock,
in one or more series, on such terms and with such rights, preferences and limitations as determined by the
Board of Directors. A total of 5,000 shares of preferred stock are authorized for issuance as Series A Junior
Participating Preferred Stock and 5,000 shares of preferred stock are authorized for issuance as Series B
Junior Participating Preferred Stock, of which 3,000 shares had been reserved for issuance pursuant to the
Company’s Rights Agreement, described below. If issued, each share of Series B Junior Participating
Preferred Stock would be entitled, in connection with the declaration of a dividend on the Company’s
common stock, to a preferential dividend payment equal to the greater of (i) $1.00 per share and (ii) an
amount equal to 1,000 times the related dividend declared per share of common stock. Subject to customary
anti-dilution provisions, in the event of liquidation, the holders of Series B Junior Participating Preferred
Stock would be entitled to a preferential liquidation payment equal to the greater of (a) $100 per share and (b)
an amount equal to 1,000 times the liquidation payment made per share of common stock. In addition, if
issued, each share of Series B Junior Participating Preferred Stock would entitle the holder thereof to one
thousand votes on all matters submitted to a vote of the stockholders of the Company. No shares of preferred
stock of any series have been issued as of March 31, 2016.
On December 14, 2014, the Board of Directors declared a dividend of one preferred share purchase right (a
“Right”) for each outstanding share of common stock of the Company. The Rights are governed by a Rights
Agreement (the “Rights Agreement”) dated as of December 15, 2014. The dividend was payable on
December 26, 2014 (the “Record Date”) to the stockholders of record on that date. In addition, one Right
attaches to each share of common stock issued thereafter.
46
The Rights initially represent the right to purchase one one-thousandth of a share of Series B Junior
Participating Preferred Stock. The Rights will become exercisable upon the occurrence of specified events,
including if any person or group (other than an “exempt person”) acquires beneficial ownership of 20 percent
or more of the Company’s common stock. Under the Rights Agreement, an “exempt person” means each
person that beneficially owns as of the date of the Rights Agreement 20% or more of the outstanding shares
of common stock of the Company, except that each such person will be considered an exempt person only if
and so long as the shares of common stock that are beneficially owned by such person do not exceed the
number of shares which are beneficially owned by such person on the date of the Rights Agreement, plus any
additional shares representing not more than 1% of the shares of common stock then outstanding, and except
that a person will cease to be an exempt person immediately at such time as such person ceases to be the
beneficial owner of 20% or more of the shares of common stock then outstanding. Upon a person or group
(other than an exempt person) acquiring 20 percent or more of the Company’s common stock, each Right
(other than Rights owned by such person or group) entitles its holder to purchase, for an exercise price of $85
per share, a number of shares of the Company’s common stock (or in certain circumstances, cash, property or
other securities of the Company) having a market value of twice the exercise price, and under certain
conditions, common stock of an acquiring company having a market value of twice the exercise price. If any
person or group (other than an exempt person) acquires beneficial ownership of 20 percent or more of the
Company’s common stock, the Company may, at its option, exchange the outstanding Rights (other than
Rights owned by such acquiring person or group) for shares of the Company’s common stock or Company
equity securities deemed to have the same value as one share of common stock or a combination thereof, at an
exchange ratio of one share of common stock per Right. The Rights are subject to adjustment if certain
events occur. Unless earlier redeemed, exchanged or amended by the Company, the Rights will expire
on December 26, 2017. The Rights Agreement provides that the Company’s Board of Directors may, at its
option and in the absence of certain events, redeem all of the outstanding Rights at a redemption price of
$0.01 per Right.
15.
EMPLOYEE AND NON-EMPLOYEE STOCK OPTIONS
Pursuant to equity compensation plans last approved by Air T, Inc. stockholders in 2005, the Company has
granted options to purchase up to a total of 256,000 shares of common stock to key employees, officers and
non-employee directors with exercise prices at 100% of the fair market value on the date of grant. As of
March 31, 2016, no further awards may be granted under the plans, and options to acquire a total of 40,000
shares remained outstanding. The employee options generally vested one-third per year beginning with the
first anniversary from the date of grant. The non-employee director options generally vested one year from
the date of grant.
Compensation expense related to Air T, Inc. stock options was $0 and $9,000 for the years ended March 31,
2016 and 2015, respectively. As of March 31, 2016, there was no unrecognized compensation expense,
related to the stock options. There were no stock options granted during the years ended March 31, 2016 and
March 31, 2015.
In addition, Delphax maintains a number of stock option plans. These plans were in place at the time of the
Company’s acquisition of interests in Delphax. Subsequent to the acquisition, Delphax granted 1.2 million
non-qualified options to purchase shares of its common stock to certain of its employees at an exercise price
of $0.33 per share. For the period from the acquisition date through March 31, 2016 Delphax recognized
approximately $30,000 of stock-based compensation expense for its stock-based compensation arrangements.
As of March 31, 2016, Delphax had a total of $373,000 in unrecognized compensation cost associated with
its stock option plans.
Option activity, which only reflects the activity of Air T, Inc., is summarized as follows:
47
Weighted
Average
Exercise Price
Per Share
Weighted
Average
Remaining
Life(Years)
Aggregate
Intrinsic
Value
Shares
Outstanding at March 31, 2014
101,500
Granted
Exercised
Forfeited
Repurchased
Outstanding at March 31, 2015
Granted
Exercised
Forfeited
Repurchased
Outstanding at March 31, 2016
Exercisable at March 31, 2016
-
(17,500)
(6,000)
(32,000)
46,000
-
-
(6,000)
-
40,000
40,000
$
$
8.73
-
8.61
8.29
8.96
8.68
-
-
8.29
-
8.74
8.74
$
3.39
$
342,000
2.87
$
732,000
2.09
2.09
$
$
617,000
617,000
During the year ended March 31, 2015, options to purchase 10,000 shares vested and as of March 31, 2014
2,500 options vested. For the fiscal year ended March 31, 2016, no options were purchased.
16.
MAJOR CUSTOMERS
Approximately 46% and 45% of the Company’s consolidated revenues were derived from services performed
for FedEx Corporation in fiscal 2016 and 2015, respectively. Approximately 24% and 26% of the
Company’s consolidated accounts receivable at March 31, 2016 and 2015, respectively, were due from FedEx
Corporation.
17.
INCOME TAXES
The components of income tax expense were as follows:
Current:
Federal
State
Foreign
Total current
Deferred:
Federal
State
Total deferred
Total
Year Ended March 31,
2016
2015
$
1,817,000
316,000
171,000
2,304,000
$
1,209,000
159,000
(65,000)
1,303,000
152,000
(61,000)
91,000
(315,000)
(57,000)
(372,000)
$
2,395,000
$
931,000
Income tax expense was different from the amount computed by applying the statutory federal income tax
rate of 34% as shown in the following table:
48
Expected Federal income tax expense
U.S. statutory rate
State income taxes, net
of Federal benefit
Permanent differences, other
Section 831(b) benefit
Change in valuation allowance
Domestic production activities deductions
Other differences, net
Year Ended March 31,
2016
2015
$
2,092,000
34.0%
$
1,161,000
34.0%
169,000
47,000
(316,000)
557,000
(193,000)
39,000
2.7%
0.8%
-5.1%
9.0%
-3.1%
0.6%
67,000
42,000
(364,000)
(107,000)
132,000
2.0%
1.2%
-10.6%
-3.1%
3.8%
27.3%
Income tax expense
$
2,395,000
38.9%
$
931,000
Delphax, which generated a loss for the period from November 24, 2015 through March 31, 2016 and is not
included in the Air T, Inc.’s consolidated tax returns, is the source of the above valuation allowance effect.
Deferred tax assets and liabilities consisted of the following as of:
The deferred tax items are reported on a net current and non-current basis in the accompanying fiscal 2016
and 2015 consolidated balance sheets according to the classification of the underlying asset and liability.
The Company accounts for uncertain tax positions in accordance with accounting principles generally
accepted in the United States of America. The Company has analyzed filing positions in all of the federal,
state and international jurisdictions where it is required to file income tax returns, as well as all open tax years
in these jurisdictions. The periods subject to examination for the Company’s federal return are the fiscal 2012
through 2014 tax years. The periods subject to examination for the Company’s state returns are generally the
fiscal 2011 through 2014 tax years. As of March 31, 2016 and 2015, the Company did not have any
49
unrecognized tax benefits. The Company does not believe there will be any material changes in unrecognized
tax positions over the next twelve months.
It is the Company’s policy to recognize interest and penalties accrued on any unrecognized tax benefits as a
component of income tax expense. As of March 31, 2016 and 2015, the Company did not have any accrued
interest or penalties associated with any unrecognized tax benefits, nor was any interest expense recognized
during the years ended March 31, 2016 and 2015.
As described in Note 8, effective on November 24, 2015, Air T, Inc. purchased interests in Delphax. With an
equity investment level by the Company of approximately 38%, Delphax is required to continue filing a
separate United States corporate tax return. Furthermore, Delphax has three foreign subsidiaries located in
Canada, France, and the United Kingdom which file tax returns in those jurisdictions. With few exceptions,
Delphax is no longer subject to examinations by income tax authorities for tax years before 2011.
Delphax maintains a September 30 fiscal year. As of September 30, 2015, Delphax and its subsidiaries had
estimated foreign and domestic tax loss carryforwards of $6.0 million and $7.9 million, respectively. As of
that date, they had estimated foreign research and development credit carryforwards of $4.5 million, which
are available to offset future income tax. The credits and net operating losses expire in varying amounts
beginning in the year 2023. Domestic alternative minimum tax credits of approximately $325,000 are
available to offset future income tax with no expiration date. The Company is currently evaluating whether
the investment in Delphax by Air T resulted in an ownership change for purposes of Section 382. The
company anticipates completing this analysis prior to filing its first quarterly report for fiscal year 2017.
Should there be an ownership change for purposes of Section 382 or any equivalent foreign tax rules, the
utilization of the previously mentioned carryforwards will be significantly limited.
The provisions of ASC 740 require an assessment of both positive and negative evidence when determining
whether it is more-likely-than-not that deferred tax assets will be recovered. In accounting for the Delphax
acquisition on November 24, 2015, the Company established a full valuation allowance against Delphax’s net
deferred tax assets of approximately $10,273,000. The corresponding valuation allowance at March 31, 2016
was approximately $10,830,000. The cumulative losses incurred by Delphax in recent years was the primary
basis for the Company’s determination that a full valuation allowance should be established against
Delphax’s net deferred tax assets.
U.S. income tax has not been recognized on the excess of the amount for (cid:191)nancial reporting over the tax basis
of investments in foreign subsidiaries for Delphax that is inde(cid:191)nitely reinvested outside the United States.
This amount becomes taxable upon a repatriation of assets from the subsidiary or a sale or liquidation of the
subsidiary. Determination of the amount of any unrecognized deferred income tax liability on this temporary
difference is not practicable because of the complexities of the hypothetical calculation.
18.
EMPLOYEE BENEFITS
The Company has a 401(k) defined contribution plan covering domestic employees and an 1165(E) defined
contribution plan covering Puerto Rico based employees (“Plans”). All employees of the Company are
immediately eligible to participate in the Plans. The Company’s contribution to the Plans for the years ended
March 31, 2016 and 2015 was approximately $376,000 and $299,000, respectively and was recorded in
general and administrative expenses in the consolidated statements of income.
The Company, in each of the past three years, has paid a discretionary profit sharing bonus in which all
employees have participated. Profit sharing expense in fiscal 2016 and 2015 was approximately $1,748,000
and $1,150,000, respectively, and was recorded in general and administrative expenses in the consolidated
statements of income.
In addition, Delphax has a defined contribution salary deferral plan covering substantially all U.S. employees
under Section 401(k) of the Internal Revenue Code. The plan allows eligible employees to make contributions
up to the maximum amount provided under the Code. Delphax contributes an amount equal to 50% of the
participants’ before-tax contributions up to 6% of base salary. The employer contribution vests after the
employee has completed three years of eligible service. The contribution made by Delphax during the period
from November 24, 2015 through March 31, 2016 was $15,000.
50
Delphax also has a defined contribution plan covering substantially all Canadian employees. Canadian
employees contribute 2% of gross salary to the plan, and Delphax makes a contribution to the plan of 3% or
4% of gross salary depending on employee classification. The employer contribution vests over two years.
The contribution made by Delphax during the period from November 24, 2015 through March 31, 2016 was
$41,000.
19.
QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
(in thousands, except per share data)
2016
Operating Revenues
Operating Income (Loss)
Net Income (Loss)
Basic Earnings (Loss) per share
Diluted Earnings (Loss) per share
2015
Operating Revenues
Operating Income (Loss)
Net Income (Loss)
Basic Earnings (Loss) per share
Diluted Earnings (Loss) per share
First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
$
22,359
(1,049)
(736)
(0.31)
(0.31)
$
44,654
5,505
3,794
1.60
1.58
$
$
46,619
3,890
2,971
1.25
1.24
$
34,581
(2,314)
(1,086)
(0.46)
(0.46)
$
21,779
99
73
0.03
0.03
$
34,625
2,597
1,818
0.77
0.77
$
30,893
2,141
1,448
0.61
0.61
$
24,885
(1,420)
(856)
(0.36)
(0.36)
20.
GEOGRAPHICAL INFORMATION
Total tangible long-lived assets, net of accumulated depreciation, located in the United States, the Company's
country of domicile, and similar tangible long-lived assets, net of accumulated depreciation, held outside the
United States are summarized in the following table as of March 31, 2016 and March 31, 2015:
United States, the Company’s country of domicile
Foreign
Total property and equipment, net
March 31,
2016
$
$
4,544,050
33,724
4,577,774
March 31,
2015
$
$
2,571,499
-
2,571,499
Total revenue, located in the United States, the Company’s Country of domicile is summarized in the
following table as of March 31, 2016 and March 31, 2015:
United States, the Company’s country of domicile
Foreign
Total revenue
21.
SEGMENT INFORMATION
March 31,
2016
141,010,279
7,201,659
148,211,938
$
$
March 31,
2015
$
$
103,642,292
8,538,866
112,181,158
The Company has five business segments. The overnight air cargo segment, comprised of the Company’s
Mountain Air Cargo, Inc. (“MAC”) and CSA Air, Inc. (“CSA”) subsidiaries, operates in the air express
delivery services industry. The ground equipment sales segment, comprised of the Company’s Global Ground
Support, LLC (“GGS”) subsidiary, manufactures and provides mobile deicers and other specialized
equipment products to passenger and cargo airlines, airports, the U.S. military and industrial customers. The
ground support services segment, comprised of the Company’s Global Aviation Services, LLC (“GAS”)
subsidiary, provides ground support equipment maintenance and facilities maintenance services to domestic
airlines and aviation service providers. The printing equipment and maintenance segment is comprised of
51
Delphax and its subsidiaries, which was consolidated for financial accounting purposes beginning November
24, 2015. Delphax designs, manufactures and sells advanced digital print production equipment, maintenance
contracts, spare parts, supplies and consumable items for these systems. The equipment is sold through
Delphax and its subsidiaries located in Canada, the United Kingdom and France. A significant portion of
Delphax’s net sales is related to service and support provided after the sale. Delphax has a significant
presence in the check production marketplace in North America, Europe, Latin America, Asia and the Middle
East. The Company’s newly established leasing segment, comprised of the Company’s Air T Global Leasing,
LLC subsidiary, provides funding for equipment leasing transactions, which may include transactions for the
leasing of equipment manufactured by GGS and Delphax and transactions initiated by third parties unrelated
to equipment manufactured by the Company or any of its subsidiaries. Air T Global Leasing, LLC
commenced operations during the quarter ended December 31, 2015.
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. For the fiscal
year ended March 31, 2016, the premiums paid to SAIC by the Company were allocated among the operating
segments based on segment revenue and certain identified corporate expense were allocated to the segments
based on the relative benefit of those expenses to each segment. The prior period amounts have been
reclassified to conform to the current period allocations of these expenses. Segment data is summarized as
follows:
52
22.
COMMITMENTS AND CONTINGENCIES
The Company is involved in various legal actions and claims arising in the ordinary course of business.
Management believes that these matters, if adversely decided, would not have a material adverse effect on the
Company's results of operations or financial position.
In June 2016, the Company acquired land and entered into an agreement to construct a new corporate
headquarters facility in Denver, North Carolina for an aggregate amount of approximately $1.9 million, with
construction anticipated to be completed in fiscal year 2018. This facility will replace the Company’s current
headquarters which is leased from an entity owned by certain former officers and directors at an annual rental
payment of approximately $178,000. There are currently no other commitments for significant capital
expenditures.
23.
RELATED PARTY MATTERS
Since 1979 the Company has leased the Little Mountain Airport in Maiden, North Carolina from a
corporation whose stock is owned in part by former officers and directors of the Company and an estate of
which certain former directors are beneficiaries. The facility consists of approximately 68 acres with one
3,000 foot paved runway, approximately 20,000 square feet of hangar space and approximately 12,300 square
feet of office space. The operations of Air T, MAC and ATGL are headquartered at this facility. The lease
53
for this facility provides for monthly rent of $14,862 and expires on January 31, 2018, though the lease may
be renewed by us for three additional two-year option periods through January 31, 2024. The lease
agreement provides that the Company shall be responsible for maintenance of the leased facilities and for
utilities, taxes and insurance.
Since April 1, 2015, the Company’s leasing subsidiary has acquired interests in two equipment leases
originated by Vantage Financial, LLC (“Vantage”) for aggregate payments to Vantage of approximately
$401,250. The interests in the acquired leases entitle the Company’s leasing subsidiary to receive lease
payments from the third parties leasing the equipment for a specified period. Pursuant to the agreements
between the Company’s leasing subsidiary and Vantage, Vantage’s fees for servicing the equipment leases
for the leasing subsidiary (approximately $1,000) were included in the acquisition payments. William R.
Foudray, a director of the Company, is the Executive Vice President and a co-founder of Vantage. The
amounts paid by the Company’s leasing subsidiary to Vantage to acquire these lease assets represent
approximately 1% of Vantage’s outstanding lease assets at March 31, 2016 and the servicing income
represents less than 1% of Vantage’s annual revenues.
24.
SUBSEQUENT EVENTS
Management performs an evaluation of events that occur after a balance sheet date but before financial
statements are issued or available to be issued for potential recognition or disclosure of such events in its
financial statements. The Company evaluated subsequent events through the date that these consolidated
financial statements were issued.
On April 4, 2016, ATGL purchased two elanTM 500 printers from Delphax for $650,000 for lease to a third
party. One of those acquired printers was subject to an existing lease to a third party (see Note 12) which has
been assigned to ATGL.
On June 1, 2016, the dry-lease agreements between MAC and CSA and FedEx Corporation were amended to
extend the term of the agreements to May 31, 2020 and to reduce the administrative fee per aircraft operated
by MAC and CSA under the dry-lease agreements by approximately 2%(on a weighted average basis)
compared to the administrative fee rate in place prior to the amendment. Because a portion of the
administrative fee funds the payment of certain operational costs incurred by MAC and CSA in operating
aircraft that are not reimbursed by FedEx and are expected to increase substantially from the levels incurred
in the fiscal year ended March 31, 2016, the reduction in administrative fee is anticipated to have a much
more significant impact on the segment’s operating income.
In June 2016, the Company acquired land and entered into an agreement to construct a new corporate
headquarters in Denver, North Carolina for an aggregate amount of approximately $1.9 million, with
construction anticipated to be completed in fiscal year 2018. The facility will replace the Company’s current
headquarters which is leased from an entity owned by certain former officers and directors at an annual rental
payment of approximately $178,000.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None
Item 9A. Controls and Procedures.
Disclosure Controls
Our Chief Executive Officer and 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 March 31, 2016.
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
54
Executive Officer and the Chief Financial Officer, as appropriate to allow timely decisions regarding required
disclosure.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as
such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation
of management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the
effectiveness of our internal controls over financial reporting based on the framework in Internal Control — Integrated
Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).
This evaluation did not include an evaluation of effectiveness of internal controls over financial reporting with respect
to Delphax. As described in Part I, Item 1 of this Form 10-K, we acquired minority equity and other interests in
Delphax on November 24, 2015 and have determined that, even though Delphax was not a subsidiary of the Company,
we had obtained control over Delphax in conjunction with the acquisition of the interests, and we have consolidated
the relevant financial information of Delphax in Air T’s consolidated financial statements beginning on November 24,
2015. Delphax’s operating revenues from the date of our investments through March 31, 2016 were approximately
$3,955,000 (3% of consolidated operating revenues). Delphax’s total assets at March 31, 2016 were $9,372,000 (18%
of consolidated total assets). Based on this evaluation, management has concluded that our internal control over
financial reporting was effective as of March 31, 2016.
This annual report does not include an attestation report of our independent registered public accounting firm
regarding internal control over financial reporting. Management’s report was not subject to attestation by the
Company’s registered public accounting firm pursuant to the rules of the Securities and Exchange Commission that
permit us to provide only management’s report in this annual report.
Limitations on Controls
Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our
disclosure controls or our internal control over financial reporting will prevent or detect all errors and all fraud. A
control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that
the control system’s objectives will be met. Internal control over financial reporting is a process that involves human
diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. In
addition, the design of any system of controls is based in part on certain assumptions about the likelihood of future
events, and controls may become inadequate if conditions change. There can be no assurance that any design will
succeed in achieving its stated goals under all potential future conditions.
Changes in Internal Controls
There were no changes in the Company’s internal controls over financial reporting during the fourth quarter of fiscal
year 2016 that may have materially affected, or are reasonably likely to materially affect, the Company’s internal
control over financial reporting.
Item 9B. Other Information.
None
55
Item 15. Exhibits and Financial Statement Schedules
1.
Financial Statements
PART IV
a.
The following are incorporated herein by reference in Item 8 of Part II of this report:
(i)
(ii)
(iii)
(iv)
(v)
(vi)
Report of Independent Registered Public Accounting Firm - Dixon Hughes Goodman LLP
Consolidated Balance Sheets as of March 31, 2016 and 2015.
Consolidated Statements of Income and Comprehensive Income for the years ended March 31, 2016
and 2015.
Consolidated Statements of Stockholders’ Equity for the years ended March 31, 2016 and 2015.
Consolidated Statements of Cash Flows for the years ended March 31, 2016 and 2015.
Notes to Consolidated Financial Statements.
3.
Exhibits
No.
3.1
3.2
4.1
4.2
10.1
10.2
10.3
10.4
10.5
10.6
Description
Restated Certificate of Incorporation, Certificate of Amendment to Certificate of Incorporation dated
September 25, 2008, Certificate of Designation dated March 26, 2012 and Certificate of Designation
dated December 15, 2014, incorporated by reference to Exhibit 3.1 of the Company’s Quarterly
Report on Form 10-Q for the period ended December 31, 2014 (Commission File No. 0-11720)
Amended and Restated By-laws of the Company, incorporated by reference to Exhibit 3.1 of the
Company’s Current Report on Form 8-K dated November 21, 2012 (Commission File No. 0-11720)
Specimen Common Stock Certificate, incorporated by reference to Exhibit 4.1 of the Company’s
Annual Report on Form 10-K for fiscal year ended March 31, 1994 (Commission File No. 0-11720)
Rights Agreement, dated as of December 15, 2014, between Air T, Inc. and American Stock
Transfer & Trust Company, LLC, as Rights Agent, incorporated by reference to Exhibit 4.1 to the
Company’s Current Report on Form 8-K dated December 15, 2014 (Commission File No. 0-11720)
Aircraft Dry Lease and Services Agreement effective as of June 1, 2015 between Federal Express
Corporation and Mountain Air Cargo, Inc., incorporated by reference to Exhibit 10.1 to the
Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2016
(Commission File No. 0-11720) (Certain information has been omitted from this exhibit pursuant to
the request for confidential treatment submitted to the Securities and Exchange Commission. The
omitted information has been separately filed with the Securities and Exchange Commission.)
Premises and Facilities Lease dated November 16, 1995 between Global TransPark Foundation, Inc.
and Mountain Air Cargo, Inc., incorporated by reference to Exhibit 10.5 to Amendment No. 1 on
Form 10-Q/A to the Company’s Quarterly Report on Form 10-Q for the period ended December 31,
1995 (Commission File No. 0 11720)
Second Amendment to Premises and Facilities Lease dated as of October 15, 2015 between Global
TransPark Foundation, Inc. and Mountain Air Cargo, Inc. (filed herewith)
Lease Agreement dated as of December 17, 2013 between R.W.B.C., L.L.C. and Global Ground
Support, LLC, incorporated by reference to Exhibit 10.6 to the Company’s Annual Report on Form
10-K for the fiscal year ended March 31, 2014 (Commission File No. 0-11720)
Lease Agreement between Little Mountain Airport Associates, Inc. and Mountain Air Cargo, Inc.,
dated June 16, 2006, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report
on Form 10-Q for the period ended June 30, 2006 (Commission File No. 0-11720)
Amendment to Lease Agreement between Little Mountain Airport Associates, Inc. and Mountain
Air Cargo, Inc. dated May 27, 2014 incorporated by reference to Exhibit 10.6 to the Company’s
Annual Report on Form 10-K for the fiscal year ended March 31, 2015 (Commission File No. 0-
11720)
10.7
Credit Agreement dated April 1, 2015 between Air T, Inc., Mountain Air Cargo, Inc., Global Ground
Support, LLC, CSA Air, Inc. Global Aviation Services, LLC and Branch Banking and Trust
57
10.8
10.9
Company., incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K
dated April 7, 2015 (Commission File No. 0-11720)
Securities Purchase Agreement dated as of October 2, 2015 among Delphax Technologies, Inc.,
Delphax Technologies Canada Limited and Air T, Inc., incorporated by reference to Exhibit 10.1 to
the Company’s Quarterly Report on Form 10 Q for the period ended December 31, 2015
(Commission File No. 0-11720)
Air T, Inc. 2005 Equity Incentive Plan, incorporated by reference to Annex C to the Company’s
proxy statement on Schedule 14A for its annual meeting of stockholders on September 28, 2005,
filed with the SEC on August 12, 2005* (Commission File No. 0-11720)
10.10 Amendment No. 1 to Omnibus Securities Award Plan incorporated by reference to Exhibit 10.14 of
the Company’s Annual Report on Form 10-K for the year ended March 31, 2000* (Commission File
No. 0-11720)
10.11 Form of Air T, Inc. Employee Stock Option Agreement (2005 Equity Incentive Plan), incorporated
by reference to Exhibit 10.1 to the Company’s Annual Report on Form 10-K for the fiscal year
ended March 31, 2006* (Commission File No. 0-11720)
10.12 Form of Air T, Inc. Director Stock Option Agreement (2005 Equity Incentive Plan), incorporated by
reference to Exhibit 10.2 to the Company’s Annual Report on Form 10-K for the fiscal year ended
March 31, 2006* (Commission File No. 0-11720)
10.13 Employment Agreement dated as of March 26, 2014 between the Company and Nicholas J.
Swenson, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K
dated March 26, 2014* (Commission File No. 0-11720)
21.1
23.1
31.1
31.2
32.1
32.2
101
List of subsidiaries of the Company (filed herewith)
Consent of Dixon Hughes Goodman LLP (filed herewith)
Section 302 Certification of Chief Executive Officer (filed herewith)
Section 302 Certification of Chief Financial Officer (filed herewith)
Section 1350 Certification of Chief Executive Officer (filed herewith)
Section 1350 Certification of Chief Financial Officer (filed herewith)
The following financial information from the Annual Report on Form 10-K for the year ended
March 31, 2016, formatted in XBRL (Extensible Business Reporting Language): (i) the
Consolidated Statements of Income and Comprehensive Income, (ii) the Consolidated Balance
Sheets, (iii) the Consolidated Statements of Cash Flows, (iv) the Consolidated Statements of
Stockholders Equity, and (v) the Notes to the Consolidated Financial Statements.
__________________
* Management compensatory plan or arrangement required to be filed as an exhibit to this report.
58
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
By:
By:
AIR T, INC.
/s/ Nick Swenson
Nick Swenson, Chairman, President and
Chief Executive Officer and Director
(Principal Executive Officer)
Date: June 29, 2016
/s/ Candice Otey
Candice Otey, Chief Financial Officer
(Principal Financial and Accounting Officer)
Date: June 29, 2016
By:
/s/ Seth Barkett
Seth Barkett, Director
Date: June 29, 2016
By:
/s/ William R. Foudray
William R. Foudray, Director
Date: June 29, 2016
By:
/s/ Gary S. Kohler
Gary S. Kohler, Director
Date: June 29, 2016
By:
/s/ Andrew L. Osborne
Andrew L. Osborne, Director
Date: June 29, 2016
By:
/s/ J. Andrew Reeves
J. Andrews Reeves, Director
By:
/s/ Andrew Stumpf
Andrew Stumpf, Director
Date: June 29, 2016
Date: June 29, 2016
BOARD OF DIRECTORS
EXECUTIVE OFFICERS
CORPORATE INFORMATION
Nicholas J. Swenson
Chief Executive Officer and
President
Candice Otey
Vice President - Finance
Chief Financial Officer and
Secretary
CORPORATE OFFICE
3524 Airport Road
Maiden, North Carolina 28650
(828) 464-8741
INDEPENDENT AUDITORS
Dixon Hughes Goodman LLP
Charlotte, North Carolina
CORPORATE COUNSEL
Robinson, Bradshaw & Hinson, P.A.
Charlotte, North Carolina
BANK
Branch Banking and Trust Company
Charlotte, North Carolina
TRANSFER AGENT
American Stock Transfer & Trust Company
New York, New York
STOCK MARKET INFORMATION
Nasdaq Capital Market
Trading Symbol: AIRT
Seth G. Barkett
Portfolio Manager
Groveland Capital, LLC, an
investment fund
William R. Foudray
Executive Vice President
Vantage Financial, LLC, an
equipment leasing and finance
company
Gary S. Kohler
Chief Investment Officer
Blue Clay Capital Management, LLC,
an investment management firm
Andrew L. Osborne
Chief Executive Officer and
Sole Managing Member
Kingsbury Run Capital, LLC, an
investment management firm
John A. Reeves
Chief Operating Officer
Silver Airlines, Inc., a regional
airline
Andrew J. Stumpf
Vice President - Finance
Cadillac Casting Inc. and 3 Point
Machine, Inc., suppliers of metal cast
and precision machined components
Nicholas J. Swenson
Chairman of the Board and
Chief Executive Officer - Air T, Inc.
Air T, Inc.
3524 Airport Road
Maiden, North Carolina 28650