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EX-31.1 - EXHIBIT 31.1 - AIR T INCex31-1.htm
EX-10.1 - EXHIBIT 10.1 - AIR T INCex10-1.htm
EX-32.1 - EXHIBIT 32.1 - AIR T INCex32-1.htm
EX-31.2 - EXHIBIT 31.2 - AIR T INCex31-2.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

(Mark one)

Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended December 31, 2015

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 

52-1206400 

(State or other jurisdiction of incorporation or organization) 

(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)

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

     Yes ☒            No☐  

 

Indicate by check mark whether the registrant has submitted electronically 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 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 ☐ 

Accelerated Filer ☐ 

Non-Accelerated Filer ☐ 

Smaller Reporting Company ☒ 

 

 

         (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☒  
 

 

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

 

Common Stock 

Outstanding Shares at January 29, 2016 

Common Shares, par value of $.25 per share

 2,372,527 

 

 
 

 

 

AIR T, INC. AND SUBSIDIARIES

QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS

 

       
       
PART I 
       

Item 1.

Financial Statements

   
       
 

Condensed Consolidated Statements of Income (Unaudited) Three Months and Nine Months Ended December 31, 2015 and 2014

 

3

       
 

Condensed Consolidated Statements of Comprehensive Income (Unaudited) Three Months and Nine Months Ended December 31, 2015 and 2014

 

4

       
 

Condensed Consolidated Balance Sheets December 31, 2015 (Unaudited) and March 31, 2015

 

5

       
 

Condensed Consolidated Statements of Cash Flows (Unaudited) Nine Months Ended December 31, 2015 and 2014

 

6

       
 

Condensed Consolidated Statements of Equity (Unaudited) Nine Months Ended December 31, 2015 and 2014

 

7

       
 

Notes to Condensed Consolidated Financial Statements (Unaudited)

 

8

       

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

 

17

       

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

25

       

Item 4.

Controls and Procedures

 

25

       
       
PART II 
       

Item 1.A.

Risk Factors

 

26

       

Item 6.

Exhibits

 

26

 

Signatures

 

27

 

Exhibit Index

 

28

 

Certifications

   
 

Interactive Data Files

   

 

 
2

 

 

Item 1. Financial Statements

 

AIR T, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

 

   

Three Months Ended December 31,

   

Nine Months Ended December 31,

 
   

2015

   

2014

   

2015

   

2014

 

Operating Revenues:

                               

Overnight air cargo

  $ 18,674,458     $ 12,973,810     $ 48,949,401     $ 36,626,144  

Ground equipment sales

    20,344,287       12,639,354       45,666,664       35,902,468  

Ground support services

    6,559,110       5,279,822       17,974,239       14,767,637  

Printing equipment and maintenance

    1,035,000       -       1,035,000       -  

Leasing

    5,718       -       5,718       -  
      46,618,573       30,892,986       113,631,022       87,296,249  
                                 

Operating Expenses:

                               

Flight-air cargo

    9,823,987       5,641,402       25,597,653       15,943,068  

Maintenance-air cargo

    6,499,073       6,174,155       17,061,811       16,684,148  

Ground equipment sales

    14,629,183       9,474,732       33,229,603       27,429,825  

Ground support services

    5,358,593       4,366,863       15,137,050       12,160,830  

Printing equipment and maintenance

    1,376,000       -       1,376,000       -  

Research and development

    216,000       -       216,000       -  

General and administrative

    4,585,364       3,654,280       12,050,479       10,636,068  

Depreciation and amortization

    296,474       221,654       667,595       660,825  

Gain on sale of property and equipment

    (56,218 )     (780,920 )     (50,837 )     (1,054,781 )
      42,728,456       28,752,166       105,285,354       82,459,983  
                                 

Operating Income

    3,890,117       2,140,820       8,345,668       4,836,266  
                                 

Non-operating Income (Expense):

                               

Realized gain

    4,163       78       4,163       8,487  

Investment income

    -       970       -       8,698  

Interest expense and other

    50,920       (2,798 )     21,289       (19,079 )
      55,083       (1,750 )     25,452       (1,894 )
                                 

Income Before Income Taxes

    3,945,200       2,139,070       8,371,120       4,834,372  
                                 

Income Taxes

    1,499,000       690,617       2,867,000       1,494,821  
                                 
                                 

Net Income

    2,446,200       1,448,453       5,504,120       3,339,551  
                                 

Net Loss Attributable to Non-controlling

                               

Interests

    525,140       -       525,140       -  
                                 

Net Income Attributable to Air T, Inc. Stockholders

  $ 2,971,340     $ 1,448,453     $ 6,029,260     $ 3,339,551  
                                 

Earnings Per Share:

                               

Basic

  $ 1.25     $ 0.61     $ 2.54     $ 1.42  

Diluted

  $ 1.24     $ 0.61     $ 2.52     $ 1.41  
                                 

Weighted Average Shares Outstanding:

                               

Basic

    2,372,527       2,357,637       2,372,527       2,355,901  

Diluted

    2,396,999       2,381,214       2,396,645       2,373,500  

 

 

See notes to condensed consolidated financial statements. 

 

 
3

 

 

AIR T, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

 

 

   

Three Months Ended December 31,

   

Nine Months Ended December 31,

 
   

2015

   

2014

   

2015

   

2014

 
                                 

Net income

  $ 2,446,200     $ 1,448,453     $ 5,504,120     $ 3,339,551  
                                 

Other comprehensive income (loss):

                               
                                 

Foreign currency translation

    (18,000 )     -       (18,000 )     -  
                                 

Unrealized gains on investment securities available for sale

    1,030,265       672,620       163,835       550,787  
                                 

Tax effect of unrealized gains on investment securities available for sale

    (370,895 )     (242,139 )     (58,981 )     (197,676 )
                                 

Total unrealized gains on investment securities available for sale, net of tax

    659,370       430,481       104,854       353,111  
                                 

Reclassification of (gains) losses on investment securities available for sale included in net income

    6,837       (78 )     6,837       (8,487 )
                                 

Tax effect of reclassification of (gains) losses on investment securities available for sale included in net income

    (2,461 )     24       (2,461 )     3,093  
                                 

Reclassification adjustment for realized gains, net of tax

    4,376       (54 )     4,376       (5,394 )
                                 

Total other comprehensive income

    645,746       430,427       91,230       347,717  
                                 

Total comprehensive income

    3,091,946       1,878,880       5,595,350       3,687,268  
                                 

Comprehensive loss attributable to the non-controlling interests

    536,140       -       536,140       -  
                                 

Comprehensive income attributable to Air T, Inc. stockholders

  $ 3,628,086     $ 1,878,880     $ 6,131,490     $ 3,687,268  

 

See notes to condensed consolidated financial statements. 

 

 
4

 

 

 

 

 

AIR T, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

 

 

   

December 31, 2015 **

   

March 31, 2015 *

 

 

 

(Unaudited)

         
ASSETS                

Current Assets:

               

Cash and cash equivalents

  $ 5,287,316     $ 14,165,120  

Marketable securities

    3,921,690       5,278,752  

Accounts receivable, less allowance for doubtful accounts of $183,000 and $222,000

    14,969,012       9,534,563  

Notes and other receivables-current

    954,240       816,606  

Income tax receivable

    -       195,000  

Inventories

    11,557,592       7,789,649  

Deferred income taxes

    216,559       278,000  

Prepaid expenses and other

    1,189,235       612,334  

Total Current Assets

    38,095,644       38,670,023  
                 

Investments in Available-For-Sale Securities

    4,744,406       -  
                 

Property and Equipment, net

    4,516,440       2,571,499  
                 

Cash Surrender Value of Life Insurance Policies

    2,110,830       1,990,671  

Other Assets

    289,967       224,188  

Total Assets

  $ 49,757,287     $ 43,456,382  
                 
                 

LIABILITIES AND EQUITY

               

Current Liabilities:

               

Accounts payable

  $ 5,629,318     $ 4,715,709  

Income tax payable

    872,267       -  

Accrued expenses

    5,456,011       3,529,451  

Short-term debt

    208,000       -  

Total Current Liabilities

    12,165,596       8,245,160  
                 

Long-term Debt

    11,000       5,000,000  

Deferred Income Taxes

    416,000       416,000  

Other Non-current Liabilities

    53,690       -  
                 

Equity:

               

Air T, Inc. Stockholders' Equity:

               

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

    -       -  

Common stock, $.25 par value; 4,000,000 shares authorized, 2,372,527 shares issued and outstanding

    593,131       593,131  

Additional paid-in capital

    4,936,518       4,929,090  

Retained earnings

    30,437,175       24,407,915  

Accumulated other comprehensive loss

    (32,683 )     (134,913 )

Total Air T, Inc. Stockholders' Equity

    35,934,141       29,795,223  

Non-controlling Interests

    1,176,860       -  

Total Equity

    37,111,001       29,795,223  

Total Liabilities and Equity

  $ 49,757,287     $ 43,456,382  

 

 

* Derived from audited consolidated financial statements

** Includes VIE assets of $8,015,000 and VIE liabilities of $3,617,000 - Note 9

 

See notes to condensed consolidated financial statements. 

 

 
5

 

 

 

 

AIR T, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

 

   

Nine Months Ended December 31,

 
   

2015

   

2014

 

CASH FLOWS FROM OPERATING ACTIVITIES:

               

Net income

  $ 5,504,120     $ 3,339,551  

Adjustments to reconcile net income to net cash provided by operating activities:

               

Loss (Gain) on sale of marketable securities

    6,837       (8,487 )

Gain on sale of property and equipment

    (50,837 )     (1,054,781 )

Change in accounts receivable and inventory reserves

    (157,059 )     (245,358 )

Depreciation and amortization

    667,595       660,825  

Change in cash surrender value of life insurance

    (120,159 )     (117,305 )

Warranty reserve

    (93,228 )     103,065  

Compensation expense related to stock options

    31,000       8,958  

Change in operating assets and liabilities:

               

Accounts receivable

    (3,576,456 )     (3,146,977 )

Notes receivable and other non-trade receivables

    (137,634 )     475,715  

Inventories

    383,383       4,574,019  

Prepaid expenses and other

    80,138       214,623  

Accounts payable

    (565,144 )     (27,889 )

Accrued expenses

    152,974       1,041,090  

Income tax payable

    897,266       1,257,385  

Non-current liabilities

    (34,310 )     -  

Total adjustments

    (2,515,634 )     3,734,883  

Net cash provided by operating activities

    2,988,486       7,074,434  
                 

CASH FLOWS FROM INVESTING ACTIVITIES:

               

Purchase of marketable securities

    (3,278,466 )     (4,109,201 )

Proceeds from sale of investment securities available for sale

    54,958       515,045  

Cash inflow from acquisition of Delphax interests

    78,000       -  

Capital expenditures

    (1,051,055 )     (1,774,495 )

Proceeds from sale of property and equipment

    185,830       3,357,810  

Net cash used in investing activities

    (4,010,733 )     (2,010,841 )
                 

CASH FLOWS FROM FINANCING ACTIVITIES:

               

Proceeds from line of credit

    14,472,273       1,330,888  

Payment on line of credit

    (19,291,273 )     (1,330,888 )

Payment on Delphax senior credit facility

    (3,031,000 )     -  

Proceeds from lease funding

    7,428       -  

Proceeds from exercise of stock options

    -       124,350  

Repurchase of stock options

    -       (130,335 )

Net cash used in financing activities

    (7,842,572 )     (5,985 )
                 

Effect of foreign currency exchange rates on cash and cash equivalents

    (12,985 )     -  
                 

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS

    (8,877,804 )     5,057,608  

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

    14,165,120       3,758,888  

CASH AND CASH EQUIVALENTS AT END OF PERIOD

  $ 5,287,316     $ 8,816,496  
                 
                 

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 CASH FLOW INFORMATION:

               

Cash paid during the period for:

               

Interest

  $ 56,546     $ 19,152  

Income taxes

    1,966,881       240,618  

 

See notes to condensed consolidated financial statements. 

 

 
6

 

 

 

AIR T, INC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (UNAUDITED)

 

 

   

Air T, Inc. Stockholders' Equity

                 
                                   

Accumulated

                 
   

Common Stock

   

Additional

           

Other

                 
   

Shares

   

Amount

   

Paid-In

Capital

   

Retained

Earnings

   

Comprehensive

Income (Loss)

   

Non-controlling

interest

   

Total

Equity

 

Balance, March 31, 2014

    2,355,027     $ 588,756     $ 4,855,093     $ 21,923,988     $ (7,780 )   $ -     $ 27,360,057  
                                                         

Net income

    -       -       -       3,339,551       -       -       3,339,551  
                                                         

Unrealized gain from marketable securities, net of tax

    -       -       -       -       347,717       -       347,717  
                                                         

Exercise of stock options

    15,000       3,750       120,600       -       -       -       124,350  
                                                         

Compensation expense related to stock options

    -       -       8,957       -       -       -       8,957  
                                                         

Repurchase of stock options

    -       -       (130,335 )     -       -       -       (130,335 )
                                                         

Balance, December 31, 2014

    2,370,027     $ 592,506     $ 4,854,315     $ 25,263,539     $ 339,937     $ -     $ 31,050,297  

 

 

 

   

Air T, Inc. Stockholders' Equity

                 
                                   

Accumulated

                 
   

Common Stock

   

Additional

           

Other

                 
   

Shares

   

Amount

   

Paid-In

Capital

   

Retained

Earnings

   

Comprehensive

Income (Loss)

   

Non-controlling

interest

   

Total

Equity

 

Balance, March 31, 2015

    2,372,527     $ 593,131     $ 4,929,090     $ 24,407,915     $ (134,913 )   $ -     $ 29,795,223  
                                                         

Initial consolidation of Delphax

    -       -       -       -       -       1,713,000       1,713,000  
                                                         

Net income (loss)

    -       -       -       6,029,260       -       (525,140 )     5,504,120  
                                                         

Unrealized gain from marketable securities, net of tax

    -       -       -       -       109,230       -       109,230  
                                                         

Foreign currency translation

    -       -       -       -       (7,000 )     (11,000 )     (18,000 )
                                                         

Funding on residual sharing agreements

    -       -       7,428       -       -       -       7,428  
                                                         

Balance, December 31, 2015

    2,372,527     $ 593,131     $ 4,936,518     $ 30,437,175     $ (32,683 )   $ 1,176,860     $ 37,111,001  

 

 

See notes to condensed consolidated financial statements.

 

 
7

 

 

AIR T, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

1.

Financial Statement Presentation

 

The condensed consolidated financial statements of Air T, Inc. (the “Company”) have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the following disclosures are adequate to make the information presented not misleading. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of the results for the periods presented have been made.

 

It is suggested that these condensed consolidated financial statements be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended March 31, 2015. The results of operations for the periods ended December 31 are not necessarily indicative of the operating results for the full year.

 

Certain reclassifications have been made to the prior period amounts to conform to the current presentation.

 

New 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 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, with early adoption permitted. The Company is currently evaluating whether it will adopt this new standard during the fiscal year ended March 31, 2016, or wait until required adoption in the following fiscal year.

 

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. All other entities are provided a one-year deferral. 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.  

 

2.

Acquisition of Interests in Delphax

 

Pursuant to a Securities Purchase Agreement dated as of October 2, 2015 (the “Securities Purchase Agreement”) among the Company, Delphax Technologies Inc. (“Delphax”) 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 under, 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).

 

 
8

 

 

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 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

 

 

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

 

 

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.

 

 
9

 

 

The following table summarizes the preliminary fair values of consolidated Delphax assets and liabilities as of the Closing Date:

 

   

November 24, 2015

 
   

(Unaudited)

 

ASSETS

       

Cash and cash equivalents

  $ 586,000  

Accounts receivable, net

    1,820,000  

Inventories

    5,327,000  

Other current assets

    722,000  

Property and equipment

    408,000  

Total assets

  $ 8,863,000  
         

LIABILITIES

       

Accounts payable

  $ 1,482,000  

Accrued expenses

    1,833,000  

Income tax payable

    170,000  

Debt

    3,577,000  

Other long-term liabilities

    88,000  

Total liabilities

  $ 7,150,000  
         
         

Net Assets

  $ 1,713,000  

 

The above table reflects the assets and liabilities of Delphax immediately prior to the Company’s investments. As such, the Company’s equity and debt investments of $1,050,000 and $2,500,000, respectively, are not reflected. Delphax’s debt at that time included approximately $508,000 due under the 90-Day Senior Subordinated Note.

 

The Company’s accounting for its acquisition of interests in Delphax is currently incomplete. Therefore, as permitted by ASC 805, the above amounts are provisional. The Company anticipates finalizing its accounting for this business combination in the fourth quarter of the current fiscal year.

 

Direct costs relating to the above transactions of $110,000 were expensed as incurred during the three and nine-month periods ended December 31, 2015, and are included in general and administrative expenses in the condensed consolidated statements of income and comprehensive income.

 

3.

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 consolidated 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.

 

The income tax provision for the nine-month period ended December 31, 2015 differs from the federal statutory rate partially due to the effect of state income taxes, the federal domestic production activities deduction, and the Company’s share of Delphax’s consolidated net loss. The effective tax rate for the nine-month period ended December 31, 2015 also reflects the estimated benefit for the exclusion of income for the Company’s captive insurance company subsidiary afforded under Section 831(b). During the nine-month periods ended December 31, 2015 and 2014, the Company recorded income tax expense of $2,867,000 and $1,495,000, respectively. For the three-month period ended December 31, 2015, the tax expense was $1,499,000 compared to $691,000 of tax expense recorded for the prior comparable quarter.

 

 
10

 

 

As described in Note 2, 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 $13.9 million and $8.0 million, respectively. As of that date, they had estimated foreign research and development credit carryforwards of $3.9 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. Should there be an ownership change for purposes of Section 382 or any equivalent foreign tax rules, the utilization of the previously mentioned carryforwards may be significantly limited.

 

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 $11,661,000. The corresponding valuation allowance at December 31, 2015 was approximately $12,003,000. 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.

 

4.

Net Earnings Per Share

 

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

 

The computation of basic and diluted earnings per common share is as follows:

 

   

Three Months Ended December 31,

   

Nine Months Ended December 31,

 
   

2015

   

2014

   

2015

   

2014

 
                                 

Net earnings attributable to Air T, Inc.

                               

Stockholders

  $ 2,971,340     $ 1,448,453     $ 6,029,260     $ 3,339,551  

Earnings Per Share:

                               

Basic

  $ 1.25     $ 0.61     $ 2.54     $ 1.42  

Diluted

  $ 1.24     $ 0.61     $ 2.52     $ 1.41  

Weighted Average Shares Outstanding:

                               

Basic

    2,372,527       2,357,637       2,372,527       2,355,901  

Diluted

    2,396,999       2,381,214       2,396,645       2,373,500  

 

For the three and nine-month periods ended December 31, 2015 and 2014, there were no stock options outstanding that were anti-dilutive.

 

 
11

 

 

5.

Investment Securities Available For Sale

 

The marketable securities held by the Company as of December 31, 2015 and March 31, 2015 are classified as available for sale securities. Available-for-sale securities at December 31, 2015 consisted of investments in publicly traded companies with a fair market value of $8,666,000, an aggregate cost basis of $8,706,000, gross unrealized gains aggregating $477,000 and gross unrealized losses aggregating $517,000. Marketable securities at March 31, 2015 consisted of investments with a fair 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 in a loss position at December 31, 2015 had a fair market value of $6,255,000 and have been in a continuous loss position in the amount of $517,000 for less than twelve months. Securities in a loss position at March 31, 2015 had a fair value of $4,168,000 and had been in a continuous loss position in the amount of $176,000 for less than twelve months and securities in a loss position in the amount of $35,000 for greater than twelve months had a fair value of $1,111,000. The Company realized gains of $859 and $78 from the sale of securities during the three-month period ended December 31, 2015 and December 31, 2014 respectively. For the nine-month period ended December 31, 2015, the Company realized a loss of $7,696 and no loss for the prior comparable period for the sale of marketable securities. A gain of $859 and $8,487 was also realized for the nine-month periods ended December 31, 2015 and December 31, 2014 respectively. The marketable securities held by the Company as of December 31, 2015 and March 31, 2015 are classified as available for sale securities. The Company does not intend to liquidate marketable securities holdings in Insignia Systems, Inc. (“Insignia”) within twelve months; as a result, the fair value of marketable securities in Insignia were reclassified from current to non-current assets during the quarter ended June 30, 2015 and are reported as investments in available-for-sale securities at December 31, 2015. Investments in Insignia at December 31, 2015 had an aggregate cost basis of $5,106,000 and sustained gross unrealized losses aggregating $362,000. All securities are priced using publicly quoted market prices and are considered Level 1 fair value measurements.

 

6.

Inventories

 

Inventories consisted of the following:

 

   

December 31, 2015

   

March 31, 2015

 
                 

Ground support service parts

  $ 1,529,931     $ 938,072  

Printing equipment and maintenance

               

Raw materials

    3,702,883       -  

Work in process

    354,408       -  

Finished goods

    937,166       -  

Ground equipment manufacturing:

               

Raw materials

    2,270,630       2,583,797  

Work in process

    964,274       1,535,152  

Finished goods

    2,117,512       3,045,761  

Total inventories

    11,876,804       8,102,782  

Reserves

    (319,212 )     (313,133 )
                 

Total inventories, net

  $ 11,557,592     $ 7,789,650  

 

7.

Stock-Based Compensation

 

The Company maintains a stock option plan for the benefit of certain eligible employees and directors. In addition, Delphax maintains a number of stock option plans. Compensation expense is recognized for stock options based on their grant-date fair values over the requisite service period. The Company and Delphax use the Black-Scholes option pricing model to value 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.

 

No options were granted or exercised under the Company’s stock option plan during the three and nine-month periods ended December 31, 2015. During the three-month period ended December 31, 2014, options for 15,000 shares were exercised, options for 2,500 shares were repurchased by the Company and cancelled, and options for 6,000 shares expired. For the nine-month period ended December 31, 2014, options for 15,000 shares were exercised, options for 32,000 shares were repurchased by the Company and cancelled, and options for 6,000 shares expired. Stock-based compensation expense in the amount of $0 and $8,958 was recognized for the Company’s stock option plan in the nine-month periods ended December 31, 2015 and 2014, respectively. At December 31, 2015, there was no unrecognized compensation expense related to the Company stock option plan.

 

As noted above, 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 this 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 through December 31, 2015 there was approximately $31,000 of stock-based compensation expense recorded related to Delphax’s stock-based compensation arrangements. As of December 31, 2015, Delphax had a total of approximately $373,000 in unrecognized compensation cost associated with its stock option plans.

 
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8.

Financing Arrangements

 

On April 1, 2015, the Company replaced its existing $7.0 million credit line with 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 and its wholly-owned operating subsidiaries 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%. 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 Corporation, and the occurrence of a material adverse effect upon the Company and the other borrowers as a whole.

 

As of December 31, 2015, pursuant to the Senior Credit Agreement, Delphax maintained a $7.0 million revolving senior credit facility, subject to a borrowing base of Delphax’s North American accounts receivable and inventories. The facility, which is secured by substantially all of Delphax’s North American assets, expires in November 2018, prohibits payment of cash dividends by Delphax, and is subject to certain financial covenants. The facility provides for interest based upon the prime rate plus a margin (4.25% as of December 31, 2015). As of December 31, 2015, Delphax had aggregate borrowings of approximately $181,000 outstanding under the facility. As of December 31, 2015, an additional $2,828,000 was available under the facility. Delphax also has a secured equipment loan with its senior lender. This loan had an original principal amount of $134,000 and provides for monthly payments of $2,000, plus interest based on the prime rate plus a margin (4.50% as of December 31, 2015). As of December 31, 2015, the remaining balance of this loan was $38,000.

 

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

 

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, an entity that holds a variable interest in a VIE and meets certain requirements would be considered to be the primary beneficiary of the VIE and required to consolidate the VIE in its consolidated financial statements. In order to be considered the primary beneficiary of a VIE, an entity must hold a variable interest in the VIE and have both:

 

 

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

 

 

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

 

 
13

 

 

As described in Note 2, 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 included Delphax in its consolidated financial statements beginning on that date.

 

Refer to Note 2 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 assets and liabilities of Delphax as of December 31, 2015:

 

   

December 31, 2015

 
   

(Unaudited)

 

ASSETS

       

Current assets:

       

Cash and cash equivalents

  $ 276,000  

Accounts receivable, net

    1,838,000  

Inventories

    4,869,000  

Other current assets

    612,000  

Total current assets

    7,595,000  

Property and equipment

    391,000  

Other Assets

    29,000  

Total assets

  $ 8,015,000  
         

LIABILITIES

       

Current liabilities:

       

Accounts payable

  $ 1,197,000  

Income tax payable

    170,000  

Accrued expenses

    1,982,000  

Short-term debt

    208,000  

Total current liabilities

    3,557,000  

Long-term debt

    2,511,000  

Other long-term liabilities

    49,000  

Total liabilities

  $ 6,117,000  
         
         

Net Assets

  $ 1,898,000  

 

Long-term debt as reflected in the above table includes $2,500,000 due to the Company from Delphax Canada under the Senior Subordinated Note. This debt was eliminated for purposes of the Company’s accompanying December 31, 2015 condensed consolidated balance sheet. 

 

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

 

 
14

 

 

Revenue and Expenses of Delphax. Delphax’s revenues and expenses are included in the Company’s 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 for the three and nine months ended December 31, 2015.

 

   

Three and Nine Months

Ended December 31, 2015

 
   

(Unaudited)

 
         

Operating Revenues

  $ 1,035,000  
         

Operating Expenses:

       

Cost of sales

    1,376,000  

General and administrative

    309,000  

Research and development

    216,000  

Depreciation and amortization

    17,000  
      1,918,000  

Operating Loss

    (883,000 )
         

Non-operating Income

    36,000  
         

Loss Before Income Taxes

    (847,000 )
         

Income Taxes

    -  
         

Net Loss

  $ (847,000 )

 

10.

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 December 31, 2015 and March 31, 2015:

 

   

December 31,

2015

   

March 31,

2015

 

United States, the Company’s country of domicile

  $ 4,135,440     $ 2,571,499  

Foreign

    381,000       -  

Total tangible long-lived assets

  $ 4,516,440     $ 2,571,499  

 

11.

Segment information

 

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 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 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.

 

 
15

 

 

Each business segment has separate management teams and infrastructures that offer different products and services. The Company evaluates the performance of its business segments based on operating income.

 

Segment data is summarized as follows:

 

   

Three Months Ended December 31,

   

Nine Months Ended December 31,

 
   

2015

   

2014

   

2015

   

2014

 

Operating Revenues:

                               

Overnight Air Cargo

  $ 18,674,458     $ 12,973,810     $ 48,949,401     $ 36,626,144  

Ground Equipment Sales:

                               

Domestic

    19,024,052       9,142,043       41,165,115       23,775,339  

International

    1,320,235       3,497,312       4,501,549       12,127,129  

Total Ground Equipment Sales

    20,344,287       12,639,355       45,666,664       35,902,468  

Ground Support Services

    6,559,110       5,279,822       17,974,239       14,767,637  

Printing Equipment and Maintenance

                               

Domestic

    789,000       -       789,000       -  

International

    246,000       -       246,000       -  

Total Printing Equipment and Maintenance

    1,035,000       -       1,035,000       -  

Leasing

    5,718       -       5,718       -  

Total

  $ 46,618,573     $ 30,892,987     $ 113,631,022     $ 87,296,249  
                                 

Operating Income (Loss):

                               

Overnight Air Cargo

  $ 1,413,667     $ 602,776     $ 3,394,326     $ 1,425,692  

Ground Equipment Sales

    3,874,921       1,704,445       8,013,932       4,448,349  

Ground Support Services

    25,829       262,099       (392,002 )     574,212  

Printing Equipment and Maintenance

    (883,000 )     -       (883,000 )     -  

Leasing

    1,378       -       1,378       -  

Corporate

    (542,678 )     (428,500 )     (1,788,966 )     (1,611,987 )

Total

  $ 3,890,117     $ 2,140,820     $ 8,345,668     $ 4,836,266  
                                 

Capital Expenditures:

                               

Overnight Air Cargo

  $ 6,618     $ 152,606     $ 82,607     $ 240,945  

Ground Equipment Sales

    119,455       8,299       338,194       1,357,847  

Ground Support Services

    220,816       60,367       429,588       175,703  

Printing Equipment and Maintenance

    -       -       -       -  

Corporate

    190,733       -       200,666       -  

Total

  $ 537,622     $ 221,272     $ 1,051,055     $ 1,774,495  
                                 

Depreciation and Amortization:

                               

Overnight Air Cargo

  $ 37,068     $ 39,371     $ 106,161     $ 118,411  

Ground Equipment Sales

    165,401       135,585       364,465       393,767  

Ground Support Services

    60,993       40,645       149,560       126,540  

Printing Equipment and Maintenance

    17,000       -       17,000       -  

Leasing

    2,195       -       2,195       -  

Corporate

    13,817       6,054       28,214       22,107  

Total

  $ 296,474     $ 221,655     $ 667,595     $ 660,825  

 

12.

Commitments and Contingencies

 

The Company is currently involved in certain product liability-related matters and employment and other matters, which involve pending or threatened legal proceedings. Management believes that these threatened or pending legal proceedings, if adversely decided, would not have a material adverse effect on the Company's results of operations or financial position.

 

13.

Subsequent Events

 

Management performs an evaluation of events that occur after the consolidated balance sheet date, but before the consolidated financial statements are issued, for potential recognition or disclosure of such events in the Company’s consolidated financial statements.   

 

 
16

 

 

Overnight Air Cargo.

At December 31, 2015, MAC and CSA operated an aggregate of 18 ATR aircraft and an aggregate of 61 Cessna Caravan aircraft under agreements with FedEx Corporation. In January 2016, FedEx advised MAC that effective at the end of February 2016 it would be transferring an ATR aircraft operated by MAC to another feeder operator to meet scheduling needs. The administrative revenue related to an ATR aircraft is significantly greater than the administrative revenue related to the operation of a Cessna Caravan.

 

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

 

Overview

 

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 Delphax, 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, Air T Global Leasing, LLC provides funding for equipment leasing transactions, which may include transactions for the leasing of equipment manufactured by GGS 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. The Company evaluates the performance of its business segments based on operating income.

 

As described in more detail in Note 2 of the notes to the accompanying condensed consolidated financial statements, 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 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 December 31, 2015 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 the Company’s GGS subsidiary) were elected to the board of directors of Delphax, which had a total of seven members following their election. Mr. Moore has been elected as non-executive Chairman of Delphax’s board of directors. 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 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, the Company determined that it had obtained control over Delphax in conjunction with the acquisition of the interests described above, and it has consolidated the relevant financial information of Delphax in its consolidated financial statements beginning on November 24, 2015. The operating loss attributable to Delphax included in the Company’s condensed consolidated statements of operations for the three and nine-months ended December 31, 2015 was approximately $883,000. This operating loss is included in the Company’s consolidated net income for such periods. The Company’s consolidated net income attributable to Air T, Inc. stockholders eliminates the net loss attributable to the non-controlling interest in Delphax.

 

 
17

 

 

Following is a table detailing revenues by segment and by major customer category:

 

(In thousands)

                                                               
   

Three Months Ended December 31,

   

Nine Months Ended December 31,

 
   

2015

   

2014

   

2015

   

2014

 
                                                                 

Overnight Air Cargo Segment:

                                                               

FedEx

  $ 18,674       40 %   $ 12,974       42 %   $ 48,949       43 %   $ 36,626       42 %
                                                                 

Ground Equipment Sales Segment:

                                                               

Military

    183       0 %     945       3 %     503       0 %     5,477       6 %

Commercial - Domestic

    18,841       40 %     8,197       27 %     40,662       36 %     18,298       21 %

Commercial - International

    1,320       4 %     3,497       11 %     4,502       4 %     12,127       14 %
      20,344       44 %     12,639       41 %     45,667       40 %     35,902       41 %
                                                                 

Ground Support Services Segment

    6,559       14 %     5,279       17 %     17,974       16 %     14,768       17 %
                                                                 

Printing Equipment and Maintenance

                                                               

Domestic

    789       2 %     -       0 %     789       1 %     -       0 %

International

    246       0 %