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EX-32.1 - EXHIBIT 32.1 - AIR T INCex_104400.htm
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EX-31.1 - EXHIBIT 31.1 - AIR T INCex_104398.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, 2017

Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from _____to _____

 

 

Commission File Number 001-35476

 

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.)

 

 

5930 Balsom Ridge Road, Denver, North Carolina 28037

(Address of principal executive offices, including zip code)

(828) 464 – 8741

(Registrant’s telephone number, including area code)

 

 

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, a smaller reporting company or an emerging growth company. (See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act)

 

Large accelerated filer

Accelerated filer

   

Non-accelerated filer

(Do not check if smaller reporting company)

Smaller reporting company

 

Emerging growth company

 

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

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐                    No☒

 

 

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 31, 2018
Common Shares, par value of $.25 per share 2,042,789

 

 

 
 

 

 

AIR T, INC. AND SUBSIDIARIES

QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS

 

       
     

Page

 

PART I

   
       

Item 1.

Financial Statements

   
       
 

Condensed Consolidated Statements of Income (Loss) (Unaudited) Three Months and Nine Months Ended December 31, 2017 and 2016

 

3

       
 

Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) Three Months and Nine Months Ended December 31, 2017 and 2016

4

       
 

Condensed Consolidated Balance Sheets December 31, 2017 (Unaudited) and March 31, 2017

 

5

       
 

Condensed Consolidated Statements of Cash Flows (Unaudited) Nine Months Ended December 31, 2017 and 2016

 

6

       
 

Condensed Consolidated Statements of Equity (Unaudited) Nine Months Ended December, 2017 and 2016

 

7

       
 

Notes to Condensed Consolidated Financial Statements (Unaudited)

 

8-31

       

Item 2.

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

 

31-47

       

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

47

       

Item 4.

Controls and Procedures

 

47-49

       
       
 

PART II

   
       

Item 1A. Risk Factors

 

49

       

Item 6.

Exhibits

 

50

 

Signatures

 

52

 

Exhibit Index

   
 

Certifications

   
 

Interactive Data Files

   
       

 

 

2

 
 

 

Item 1. Financial Statements

 

AIR T, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) (UNAUDITED)

 

   

Three Months Ended December 31,

   

Nine Months Ended December 31,

 
   

2017

   

2016

   

2017

   

2016

 

Operating Revenues:

                               

Overnight air cargo

  $ 18,028,688     $ 17,099,640     $ 52,851,936     $ 50,888,019  

Ground equipment sales

    12,911,101       5,400,258       34,376,866       20,743,323  

Ground support services

    8,643,267       7,579,661       26,557,666       21,417,854  

Printing equipment and maintenance

    905,860       2,653,899       5,340,163       6,941,883  

Commercial jet engines and parts

    3,930,510       2,998,165       21,781,095       4,293,272  

Corporate

    47,957       -       47,957       -  

Leasing

    33,863       37,547       104,426       501,062  
      44,501,246       35,769,170       141,060,109       104,785,413  
                                 

Operating Expenses:

                               

Overnight air cargo

    15,538,554       15,221,098       46,020,254       44,929,504  

Ground equipment sales

    10,578,846       4,345,727       28,606,906       16,521,728  

Ground support services

    7,337,862       6,449,260       21,738,525       17,604,562  

Printing equipment and maintenance

    265,054       948,008       2,848,861       8,072,739  

Commercial jet engines and parts

    2,143,540       1,672,092       15,534,775       2,459,631  

Leasing

    -       -       -       49,460  

Research and development

    -       107,598       195,653       858,480  

General and administrative

    7,252,381       4,960,263       21,114,626       15,932,655  

Depreciation, amortization and impairment

    815,590       411,798       1,743,955       2,755,071  

Gain on sale of property and equipment, net

    17,739       13,909       16,648       13,909  
      43,949,566       34,129,753       137,820,203       109,197,739  
                                 

Operating Income (Loss)

    551,680       1,639,417       3,239,906       (4,412,326 )
                                 

Non-operating Income (Expense):

                               

Gain on sale of marketable securities

    72,145       9,965       72,145       582,910  

Foreign currency gain (loss)

    (11,797 )     235,670       (260,903 )     360,556  

Other-than-temporary impairment loss on investments

    (788,799 )     -       (1,559,972 )     (1,502,239 )

Other investment income, net

    50,485       66,082       123,286       157,044  

Interest expense and other

    (538,459 )     (136,842 )     (1,010,177 )     (278,219 )

Gain on asset retirement obligation

    -       -       562,500       -  

Bargain purchase acquisition gain, net of tax

    -       -       501,880       -  

Unrealized loss on interest rate swap

    (199,122 )     -       (199,122 )     -  

Equity in income of associated company

    89,426       -       119,363       -  
      (1,326,121 )     174,875       (1,651,000 )     (679,948 )
                                 

Income (Loss) Before Income Taxes

    (774,441 )     1,814,292       1,588,906       (5,092,274 )
                                 

Income Taxes Expense (Benefit)

    (60,000 )     149,000       595,000       152,000  
                                 

Net Income (Loss)

    (714,441 )     1,665,292       993,906       (5,244,274 )
                                 

Net (Income) Loss Attributable to Non-controlling Interests

  $ 42,502     $ (445,255 )   $ (275,755 )   $ 1,796,942  
                                 

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

  $ (671,939 )   $ 1,220,037     $ 718,151     $ (3,447,332 )
                                 

Earnings (Loss) Per Share:

                               

Basic

  $ (0.33 )   $ 0.60     $ 0.35     $ (1.60 )

Diluted

  $ (0.33 )   $ 0.60     $ 0.35     $ (1.60 )
                                 

Weighted Average Shares Outstanding:

                               

Basic

    2,042,789       2,042,789       2,042,789       2,152,301  

Diluted

    2,042,789       2,047,637       2,047,547       2,152,301  

 

See notes to condensed consolidated financial statements.

 

3

 

 

 

AIR T, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)

 

   

Three Months Ended December 31,

   

Nine Months Ended December 31,

 
   

2017

   

2016

   

2017

   

2016

 
                                 

Net income (loss)

  $ (714,441 )   $ 1,665,292     $ 993,906     $ (5,244,274 )
                                 

Other comprehensive income (loss):

                               
                                 

Foreign currency translation gain (loss)

    22,067       (179,015 )     255,433       (368,958 )
                                 
                                 

Unrealized net gains (losses) on marketable securities

    (322,214 )     139,531       (1,456,359 )     (307,224 )
                                 

Tax effect of net unrealized (gains) losses on marketable securities

    21,000       (50,715 )     282,115       110,601  
                                 

Reclassification due to the Tax Cuts and Jobs Act

    42,475       -       42,475       -  
                                 

Total unrealized net gain (loss) on marketable securities, net of tax

    (258,739 )     88,816       (1,131,769 )     (196,623 )
                                 

Reclassification of other-than-temporary impairment losses on marketable securities included in net income (loss), net of losses (gains) on sale of marketable securities

    716,654       (9,965 )     1,487,827       919,329  
                                 

Tax effect of reclassification

    -       4,071       (277,622 )     (330,475 )
                                 

Reclassification adjustment, net of tax

    716,654       (5,894 )     1,210,205       588,854  
                                 

Total Other Comprehensive Income (Loss)

    479,982       (96,093 )     333,869       23,273  
                                 

Total Comprehensive Income (Loss)

    (234,459 )     1,569,199       1,327,775       (5,221,001 )
                                 

Comprehensive Loss (Income) Attributable to Non-controlling Interests

    80,472       (386,177 )     (279,997 )     1,918,700  
                                 

Comprehensive Income (Loss) Attributable to Air T, Inc. Stockholders

  $ (153,987 )   $ 1,183,022     $ 1,047,778     $ (3,302,301 )

 

See notes to condensed consolidated financial statements.

 

4

 

 

 

AIR T, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

 

   

December 31, 2017

   

March 31, 2017 *

 

 

 

(Unaudited)

         
ASSETS                

Current Assets:

               

Cash and cash equivalents (Delphax $240,468 and $328,327)**

  $ 7,985,088     $ 2,763,365  

Marketable securities

    1,363,540       2,130,544  

Restricted cash

    890,369       890,369  

Accounts receivable, less allowance for doubtful accounts of $976,000 and $979,000 (Delphax $661,749 and $1,728,411)**

    16,718,738       18,923,787  

Notes and other receivables-current

    1,183,002       2,297,007  

Income tax receivable

    1,006,531       402,688  

Inventories, net (Delphax $169,048 and $1,941,729)**

    19,667,205       19,778,843  

Prepayments and other (Delphax $508,980 and $932,794)**

    1,435,265       1,672,475  

Total Current Assets

    50,249,738       48,859,078  
                 

Investments in Available-For-Sale Securities

    2,268,072       2,463,123  
                 

Property and equipment, net (Delphax $0 and $8,007)**

    18,138,660       5,324,488  

Cash surrender value of life insurance policies

    2,369,704       2,251,450  

Notes and other receivables-long-term

    -       66,771  

Deferred income taxes

    155,302       204,000  

Investments in funds

    227,000       -  

Other assets

    1,028,783       371,975  

Intangible assets, net

    1,156,987       1,376,699  

Goodwill

    4,417,605       4,417,605  

Total Assets

  $ 80,011,851     $ 65,335,189  
                 

LIABILITIES AND EQUITY

               

Current Liabilities:

               

Accounts payable (Delphax $2,283,154 and $2,482,578)**

  $ 9,575,439     $ 11,571,156  

Accrued expenses and other current liabilities (Delphax $3,111,124 and $3,602,162)**

    8,112,945       8,672,815  

Short-term debt

    2,500,000       25,000  

Total Current Liabilities

    20,188,384       20,268,971  
                 

Long-term debt

    32,304,523       18,412,521  

Deferred income taxes

    -       8,000  

Other non-current liabilities

    2,375,349       3,039,402  

Total Liabilities

    54,868,256       41,728,894  
                 

Redeemable non-controlling interest

    1,997,559       1,443,901  
                 

Commitments and Contingencies (Notes 2, 8 and 12)

               
                 

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, 2,042,789 shares issued and outstanding

    510,696       510,696  

Additional paid-in capital

    4,163,436       4,205,536  

Retained earnings

    19,137,023       18,461,347  

Accumulated other comprehensive loss

    117,580       (212,047 )

Total Air T, Inc. Stockholders' Equity

    23,928,735       22,965,532  

Non-controlling Interests

    (782,699 )     (803,138 )

Total Equity

    23,146,036       22,162,394  

Total Liabilities and Equity

  $ 80,011,851     $ 65,335,189  

 

* Derived from audited consolidated financial statements

 

** Amounts related to Delphax as of December 31, 2017 and March 31, 2017, respectively.

 

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,

 
   

2017

   

2016

 

CASH FLOWS FROM OPERATING ACTIVITIES:

               

Net income (loss)

  $ 993,906     $ (5,244,274 )

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

               

Gain on sale of marketable securities

    (72,145 )     (582,910 )

Gain on sale of property and equipment

    16,648       13,909  

Change in accounts receivable and inventory reserves

    (71,953 )     1,409,575  

Depreciation, amortization and impairment

    1,743,955       2,755,071  

Change in cash surrender value of life insurance

    (118,254 )     (164,632 )

Gain on asset retirement obligation

    (562,500 )     -  

Gain on bargain purchase, net of tax

    (501,880 )     -  

Deferred income taxes

    (102,566 )     -  

Warranty reserve

    53,092       (66,869 )

Other-than-temporary impairment loss on investments

    1,559,972       1,502,239  

Unrealized loss on interest rate swap

    199,122       -  

Change in operating assets and liabilities:

               

Accounts receivable

    3,011,203       (1,350,470 )

Notes receivable and other non-trade receivables

    1,053,846       (669,943 )

Inventories

    4,223,445       (8,569,464 )

Prepaid expenses and other assets

    145,640       450,498  

Accounts payable

    (2,294,265 )     1,615,448  

Accrued expenses

    (538,232 )     (317,093 )

Income taxes payable/ receivable

    (603,843 )     (873,557 )

Non-current liabilities

    165,039       (580,110 )

Total adjustments

    7,306,324       (5,428,308 )

Net cash provided by (used in) operating activities

    8,300,230       (10,672,582 )
                 

CASH FLOWS FROM INVESTING ACTIVITIES:

               

Purchases of marketable securities

    (1,007,071 )     (2,505,519 )

Proceeds from sale of marketable securities

    537,826       5,781,001  

Net cash used for business combinations and equity investments

    (2,900,000 )     (4,573,700 )

Capital expenses

    (15,247,244 )     (1,518,007 )

Proceeds from sale of property and equipment

    1,861       6,281  

Net cash used in investing activities

    (18,614,628 )     (2,809,944 )
                 

CASH FLOWS FROM FINANCING ACTIVITIES:

               

Proceeds from line of credit

    86,949,125       52,462,391  

Payments on lines of credit

    (88,817,034 )     (34,103,649 )

Payment on line of credit - Delphax

    -       (700,558 )

Proceeds from term loan

    20,841,000       -  

Payments on term loan

    (2,436,225 )     -  

Payments of deferred financing costs

    (156,115 )     -  

Contribution from non-controlling member

    252,000       -  

Earnout payments

    (1,100,000 )     -  

Repurchase of common stock

    -       (7,917,009 )

Net cash provided by financing activities

    15,532,751       9,741,175  
                 

Effect of foreign currency exchange rates on cash and cash equivalents

    3,370       17,786  
                 

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

    5,221,723       (3,723,565 )

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

    2,763,365       5,345,455  

CASH AND CASH EQUIVALENTS AT END OF PERIOD

  $ 7,985,088     $ 1,621,890  
                 

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING ACTIVITIES:

               

Finished goods inventory transferred to equipment leased to customers

  $ -     $ 321,345  
                 

SUPPLEMENTAL DISCLOSURE OF INVESTING ACTIVITIES:

               

Non-controlling interest in acquired business

  $ -     $ 1,072,161  

Acquired business earnout contract

    -       3,075,000  
                 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

               

Cash paid during the year for:

               

Interest

  $ 690,859     $ 158,100  

Income taxes

    1,457,518       1,028,457  

 

See notes to condensed consolidated financial statements.

 

6

 

 

 

AIR T, INC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (UNAUDITED)

 

   

Equity

 
   

Air T, Inc. Stockholders' Equity

                 
                                   

Accumulated

                 
   

Common Stock

   

Additional

           

Other

    Non-          
                   

Paid-In

   

Retained

   

Comprehensive

   

controlling

   

Total

 
   

Shares

   

Amount

   

Capital

   

Earnings

   

Income (Loss)

   

Interests

   

Equity

 

Balance, March 31, 2016

    2,372,527     $ 593,131     $ 4,956,171     $ 28,821,825     $ (140,519 )   $ 1,040,922     $ 35,271,530  
                                                         

Repurchase of common stock

    (329,738 )     (82,435 )     (687,635 )     (7,146,939 )     -       -       (7,917,009 )
                                                         

Net loss*

    -       -       -       (3,447,332 )     -       (1,851,798 )     (5,299,130 )
                                                         

Net change from marketable securities, net of tax

    -       -       -       -       392,232       -       392,232  
                                                         

Foreign currency translation loss

    -       -       -       -       (247,200 )     (121,758 )     (368,958 )
                                                         

Balance, December 31, 2016

    2,042,789     $ 510,696     $ 4,268,536     $ 18,227,554     $ 4,513     $ (932,634 )   $ 22,078,665  

 

 

   

Equity

 
   

Air T, Inc. Stockholders' Equity

                 
                                   

Accumulated

                 
   

Common Stock

   

Additional

           

Other

    Non-          
                   

Paid-In

   

Retained

   

Comprehensive

   

controlling

   

Total

 
   

Shares

   

Amount

   

Capital

   

Earnings

   

Income (Loss)

   

Interests*

   

Equity

 

Balance, March 31, 2017

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

Net income*

    -       -       -       718,151       -       16,197       734,348  
                                                         

Net change from marketable securities, net of tax

    -       -       -       -       35,961       -       35,961  
                                                         

Foreign currency translation gain

    -       -       -       -       251,191       4,242       255,433  
                                                         

Redeemable non-controlling interest

    -       -       (42,100 )     -       -       -       (42,100 )
                                                         

Reclassification due to the Tax Cuts and Jobs Act

    -       -       -       (42,475 )     42,475       -       -  
                                                         

Balance, December 31, 2017

    2,042,789     $ 510,696     $ 4,163,436     $ 19,137,023     $ 117,580     $ (782,699 )   $ 23,146,036  

 

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

 

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. (“AirT”, the “Company”, “we”, “us” or “our”) have been prepared, without audit (except as it relates to the condensed consolidated balance sheet as of March 31, 2017 which have been derived from audited financial statements), pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the following disclosures are adequate to make the information presented not misleading. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of the results for the periods presented have been made.

 

These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended March 31, 2017. The results of operations for the three and nine-month periods ended December 31 are not necessarily indicative of the operating results for the full year.

 

New Accounting Pronouncements

 

In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 is a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. ASU 2014-09 also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2017 (our fiscal year 2019), including interim reporting periods within that reporting year, with earlier adoption permitted for reporting periods beginning after December 15, 2016. ASU 2014-09 may be applied using either a full retrospective approach, under which all years included in the financial statements will be presented under the revised guidance, or a modified retrospective approach, under which financial statements will be prepared under the revised guidance for the year of adoption, but not for prior years. Under the latter method, entities would recognize a cumulative catch-up adjustment to the opening balance of retained earnings at the effective date for contracts that still require performance by the entity, and disclose all line items in the year of adoption as if they were prepared under the old revenue guidance.

 

We expect to adopt this guidance when effective using the modified retrospective transition method. Our implementation approach included performing a detailed study of the various types of revenue streams and agreements that we have with our customers and assessing conformance of our current accounting practices with the new standard. We are in the process of completing our assessment and contract review under the new guidance and are in the final stages of determining the impact of the new guidance which should be completed by March 31, 2018.

 

In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory (Topic 330). This standard 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. The amendment in ASU 2015-11 is for fiscal years beginning after December 15, 2016, and interim periods within fiscal years beginning after December 15, 2017. The amendment should be applied prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. The Company does not expect the impact of adopting ASU 2015-11 to be material to the Company's consolidated financial statements and related disclosures.

 

In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes (Topic 740). This standard eliminates the current requirement to present deferred tax liabilities and assets as current and noncurrent in a classified balance sheet. Under this new guidance, entities will be required to classify all deferred tax assets and liabilities as noncurrent. This guidance is effective for interim and annual reporting periods beginning after December 15, 2016 with earlier adoption permitted. We adopted this amendment with the quarter ended June 30, 2017.  

 

8

 

 

In January 2016, the FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities, that amends the guidance on the classification and measurement of financial instruments (Subtopic 825-10). ASU 2016-01 becomes effective 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 guidance, all equity securities with readily determinable fair values are measured at fair value on the statement of financial position, with changes in fair value recorded through earnings. The update eliminates the option to record changes 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. The Company currently has investments in available for sale securities and the fair value changes of such securities are, other than in the case of possible other-than-temporary impairments, currently reflected in other comprehensive income. Provided that the Company continues to hold available for sale securities after adoption of the amended guidance, earnings are likely to become more volatile.

 

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). 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 consolidated financial statements, with certain practical expedients available. The Company is evaluating the impact of the adoption of the standard on its consolidated financial statements.

 

In March 2016, the FASB issued ASU 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, which addresses several aspects of the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. ASU 2016-09 is effective for annual reporting periods beginning after December 15, 2016 and earlier adoption is permitted. The new standard requires that an entity recognize all excess tax benefits and tax deficiencies as income tax expense or benefit in the income statement as discrete items in the reporting period in which they occur. Under the previous standard, excess tax benefits are recognized in additional paid-in capital and tax deficiencies are recognized either as an offset to accumulated excess tax benefits, or in the income statement. This accounting guidance became effective for the Company beginning with the June 30, 2017 quarter.

 

In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This standard significantly changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income, including trade receivables. The standard requires an entity to estimate its lifetime “expected credit loss” for such assets at inception, and record an allowance that, when deducted from the amortized cost basis of the financial asset, presents the net amount expected to be collected on the financial asset. Early adoption is permitted for annual periods beginning after December 15, 2018, and interim periods therein. The Company is currently evaluating the impact of the adoption of the standard on its consolidated financial statements and disclosures.

 

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

 

9

 

 

In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. ASU 2016-18 requires that the statement of cash flows explain the changes in the combined total of restricted and unrestricted cash balance. Amounts generally described as restricted cash or restricted cash equivalents will be combined with unrestricted cash and cash equivalents when reconciling the beginning and end of period balances on the statement of cash flows. Further, the ASU requires a reconciliation of balances from the statement of cash flows to the balance sheet in situations in which the balance sheet includes more than one line item of cash, cash equivalents, and restricted cash. Companies will also be disclosing the nature of the restrictions. ASU 2016-18 is effective for financial statements issued for fiscal years beginning after December 15, 2017. The Company is currently evaluating the impact of the standard on its consolidated financial statements and disclosures.

 

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

 

In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. This ASU simplifies how an entity is required to test goodwill for impairment by eliminating Step Two from the goodwill impairment test. Step Two measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. Under this standard, an entity will recognize an impairment charge for the amount by which the carrying value of a reporting unit exceeds its fair value. The standard is effective for any interim goodwill impairment tests in fiscal years beginning after December 15, 2019 and is to be applied prospectively. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is currently evaluating the effects that the adoption of this ASU will have on its consolidated financial statements.

 

In May 2017, the FASB issued ASU 2017-09, Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting, which provides guidance on determining which changes to the terms and conditions of share-based payment awards require an entity to apply modification accounting. This update is effective for all entities for fiscal years beginning after December 15, 2017, and interim periods within those years. Early adoption is permitted. The Company is currently evaluating the effects that the adoption of this ASU will have on its consolidated financial statements. The Company has not yet concluded how the new standard will impact the consolidated financial statements.

 

In August 2017, the FASB issued ASU 2017-12Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities, which provides guidance on hedge accounting for both financial and commodity risks. The provisions in this standard create more transparency around how economic results are presented, both on the face of the financial statements and in the footnotes, for investors and analysts. The standard is effective for public companies for fiscal years beginning after December 15, 2018. Early adoption is permitted in any interim period or fiscal years before the effective date of the standard. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements.

 

In January 2018, the FASB released guidance relating to the reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income, which requires companies to reclassify the stranded effects in other comprehensive income to retained earnings as a result of the change in the tax rates under the Tax Cuts and Jobs Act.  The Company has opted to early adopt this pronouncement by retrospective application to each period (or periods) in which the effect of the change in the tax rate under the Tax Cuts and Jobs Act is recognized.  The impact of the reclassification from other comprehensive income to retained earnings is approximately $42,000 and was recorded as of December 31, 2017.

 

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies are not expected to have a material impact on the Company’s financial position, results of operations or cash flows.

 

 

2.

Acquisitions

 

Acquisition of Interests in Contrail Aviation

 

On July 18, 2016 (the “Contrail Closing Date”), pursuant to an asset purchase agreement (the “Asset Purchase Agreement”) between Contrail Aviation Support, LLC (“Contrail Aviation”), a subsidiary of the Company, Contrail Aviation Support, Inc. (the “Seller” or “Contrail”) and Joseph Kuhn, the sole shareholder of the Seller, Contrail Aviation completed the purchase of all of the assets owned, used or usable by the Seller, other than cash, equity in the Seller’s IC-DISC subsidiary and certain other specified excluded assets. Pursuant to the Asset Purchase Agreement, Contrail Aviation also assumed certain liabilities of the Seller. Prior to this acquisition, the Seller, based in Verona, Wisconsin, engaged in the business of acquiring surplus commercial jet engines and components and supplying surplus and aftermarket commercial jet engine components. In connection with the acquisition, Contrail Aviation offered employment to all of the Seller’s employees and Mr. Kuhn was appointed Chief Executive Officer of Contrail Aviation.

 

10

 

 

The acquisition consideration consisted of (i) $4,033,367 in cash, (ii) equity membership units in Contrail Aviation representing 21% of the total equity membership units in Contrail Aviation, and (iii) and contingent additional deferred consideration payments which are more fully described below. In addition to the net assets of the Seller, beginning equity of Contrail included cash of approximately $904,000.

 

Pursuant to the Asset Purchase Agreement, Contrail Aviation agreed to pay as contingent additional deferred consideration up to a maximum of $1,500,000 per year and $3,000,000 in the aggregate (collectively, the “Earnout Payments” and each, an “Earnout Payment”), calculated as follows:

 

(i) if Contrail Aviation generates EBITDA (as defined in the Asset Purchase Agreement) in any Earnout Period (as defined below) less than $1,500,000, no Earnout Payment will be payable with respect to such Earnout Period;

 

(ii) if Contrail Aviation generates EBITDA in any Earnout Period equal to or in excess of $1,500,000, but less than $2,000,000, the Earnout Payment for each such Earnout Period will be an amount equal to the product of (x) the EBITDA generated with respect to such Earnout Period minus $1,500,000, and (y) two (2);

 

(iii) if Contrail Aviation generates EBITDA in any Earnout Period equal to or in excess of $2,000,000, but less than $4,000,000, the Earnout Payment for each such Earnout Period will be equal to $1,000,000;

 

(iv) if Contrail Aviation generates EBITDA in any Earnout Period equal to or in excess of $4,000,000, the Earnout Payment for each such Earnout Period will be equal to $1,500,000; and

 

(v) if, following the fifth Earnout Period, Contrail Aviation has generated EBITDA equal to or in excess of $15,000,000 in the aggregate during all Earnout Periods, but the Seller has received or is owed less than $3,000,000 in aggregate Earnout Payments pursuant to clauses (i) through (iv), above, Contrail Aviation will make an additional Earnout Payment to the Seller in an amount equal to the difference between $3,000,000 and the aggregate Earnout Payments already received or payable pursuant to clauses (i) through (iv), above.

 

As used in the Asset Purchase Agreement, “Earnout Period” means each of the first five twelve-full-calendar-month periods following the closing of the acquisition. The Company has estimated its liability with respect to the Earnout Payment of $2,900,000, which amount was included in the “Other non-current liabilities” in the consolidated balance sheet at March 31, 2017. As a result of the EBITDA of Contrail Aviation being approximately $2.1 million for the first Earnout Period, the Earnout Payment with respect to that Earnout Period is $1,000,000, which amount was paid in October 2017. The remaining liability of $1,900,000 is included in the “Other non-current liabilities” in the consolidated balance sheet at December 31, 2017.

 

On the Contrail Closing Date, Contrail Aviation and the Seller entered into an Operating Agreement (the “Operating Agreement”) providing for the governance of and the terms of membership interests in Contrail Aviation and including put and call options (“Put/Call Option”) permitting, at any time after the fifth anniversary of the Contrail Closing Date, Contrail Aviation at its election to purchase from the Seller, and permitting the Seller at its election to require Contrail Aviation to purchase from the Seller, all of the Seller’s equity membership interests in Contrail Aviation at a price to be agreed upon, or failing such an agreement to be determined pursuant to third-party appraisals in a process specified in the Operating Agreement.

 

11

 

 

The following table summarizes the fair values of assets acquired and liabilities assumed by Contrail Aviation as of the Contrail Closing Date:

 

   

July 18, 2016

 
         

ASSETS

       

Accounts receivable

  $ 1,357,499  

Inventories

    2,118,475  

Prepaid expenses

    30,121  

Property and equipment

    33,095  

Intangible assets - non-compete

    69,700  

Intangible assets - tradename

    322,000  

Intangible assets - certification

    47,000  

Intangible assets - customer relationship

    451,000  

Goodwill

    4,227,205  

Total assets

  $ 8,656,095  
         

LIABILITIES

       

Accounts payable

  $ 366,575  

Accrued expenses

    43,652  

Earnout liability

    2,900,000  

Total liabilities

  $ 3,310,227  
         
         

Net Assets

  $ 5,345,868  

 

The Company’s purchase accounting reflects the estimated net fair value of the Seller’s assets acquired and liabilities assumed as of the Contrail Closing Date. Purchase accounting also reflects the Company’s current estimate that the Earnout Payments will be due at the above-specified maximum level. The Contrail Closing Date balance sheet information disclosed above reflects the present value of such estimated Earnout Payments.

 

The Company has finalized its Contrail Aviation acquisition accounting.

 

The Put/Call Option specifies a fair value strike price as of the exercise date. As such, the Company assigned no value to the Put/Call Option for purposes of purchase accounting. Because the Put/Call Option permits the Seller to require Contrail Aviation to purchase all of the Seller’s equity membership interests in Contrail Aviation, the Company has presented this redeemable non-controlling interest in Contrail Aviation between the liabilities and equity sections of the accompanying condensed consolidated balance sheets. For the nine-month period ended December 31, 2017, the redeemable non-controlling interest balance was increased by the Seller’s proportionate share of Contrail Aviation’s net earnings. The redeemable non-controlling interest balance was also increased by a portion of the estimated change in Contrail Aviation’s fair value between March 31, 2017 and December 31, 2017 and the additional capital contribution of $252,000 made by the non-controlling member in the third quarter (the Company funded an additional $948,000 as well to maintain the current ownership percentages). The total increase in the redeemable non-controlling interest balance was approximately $554,000 from March 31, 2017 to December 31, 2017.

 

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

 

Acquisition of AirCo Assets

 

On May 2, 2017 and May 31, 2017, our newly formed subsidiaries, AirCo, LLC and AirCo Services, LLC (collectively, “AirCo”) acquired the inventory and principal business assets, and assumed specified liabilities, of Aircraft Instrument and Radio Company, Incorporated, and Aircraft Instrument and Radio Services, Inc. (collectively, the “AirCo Sellers”). The acquired business, which is based in Wichita, Kansas, distributes and sells airplane and aviation parts and maintains a license under Part 145 of the regulations of the Federal Aviation Administration. The consideration paid for the acquired business was $2,400,000.

 

12

 

 

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

 

   

May 2, 2017

 
         

Assets acquired and liabilities assumed at fair value:

       

Accounts receivables

  $ 748,936  

Inventories

    3,100,000  

Property and equipment

    26,748  

Accounts payable

    (313,117 )

Accrued expenses

    (382,687 )

Net assets acquired

  $ 3,179,880  
         

Net assets acquired

    3,179,880  

Consideration paid

    2,400,000  

Bargain purchase gain

  $ 779,880  

 

The Company’s purchase price accounting reflects the estimated net fair value of the AirCo Sellers assets acquired and liabilities assumed as of the AirCo Closing Date. The Company’s initial accounting for this acquisition is incomplete as of the date of this report. Therefore, as permitted by applicable accounting guidance, the foregoing amounts are provisional.

 

The tax impact related to the bargain purchase gain was to record a deferred tax liability and record tax expense against the bargain purchase gain of approximately $278,000.  The resulting net bargain purchase gain after taxes was approximately $502,000.

 

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

 

Other Acquisitions and Business Investments

 

On October 3, 2016, a newly formed subsidiary of the Company, Stratus Aero Partners LLC, acquired 100% of the outstanding equity interests of Jet Yard, LLC (“Jet Yard”) from the holder thereof. The cash purchase price was $15,000 and there are no contractual provisions, such as an earn-out, which could result in an increase to this price. Jet Yard is registered to operate a repair station under Part 145 of the regulations of the Federal Aviation Administration and its principal asset on the acquisition date was a contract with Pinal County, Arizona to lease approximately 48.5 acres of land at the Pinal Air Park in Marana, Arizona. Jet Yard was organized in 2014, entered into the lease in June 2016 and had maintained de minimus operations from formation through the acquisition date. The lease expires in May 2046 with an option to renew for an additional 30-year period (though the lease to a 2.6-acre parcel of the leased premises may be terminated by Pinal County upon 90 days’ notice). The lease provides for an initial annual rent of $27,000, which rental rate escalates based on a schedule in annual increments during the first seven years of the lease (at which time the annual rental rate would be $152,000), and increases by an additional five percent for each three-year period thereafter. Because the rental expense will be accounted for on a straight-line basis over the term of the lease, the rental expense in the initial years will exceed the corresponding cash payments. The lease agreement permits Pinal County to terminate the lease if Jet Yard fails to make substantial progress toward the construction of facilities on the leased premises in phases in accordance with a specified timetable, which includes, as the initial phase, the construction of a demolition pad to be completed by March 31, 2017 and, as the final and most significant phase, the construction of an aircraft maintenance hangar large enough to house a Boeing B777-300 by the first quarter of 2021. The construction of the demolition pad required by March 31, 2017 under the lease has not been completed and Jet Yard and Pinal County are in discussions with respect to improvements on the leased premises.

 

The acquired Jet Yard business is included in the Company’s commercial jet engine segment. The Company has finalized its Jet Yard acquisition accounting.

 

13

 

 

Pursuant to an Asset Purchase Agreement signed on October 31, 2016, GAS acquired, effective as of October 1, 2016, substantially all of the assets of D&D which was in the business of marketing, selling and providing aviation repair, equipment, parts, and maintenance sales services and products at the Fort Lauderdale airport. The total amount paid at closing in connection with this acquisition was $400,000. Additionally, $100,000 was due within 30 days after closing and an additional $100,000 is payable in equal monthly installments of $16,667 commencing on November 1, 2016. Earn-out payments of $100,000 were payable based on specified performance for the twelve-month period ending September 30, 2017. For purposes of purchase accounting, the Company estimated that the above-mentioned earn-out will be paid in full. Therefore, the Company estimated the total purchase consideration at approximately $700,000. The Company allocated the purchase consideration to identifiable tangible and intangible assets. No liabilities were assumed in the acquisition. The estimated fair value of identifiable tangible and intangibles assets was approximately $200,000 and $300,000, respectively. The $200,000 excess of the purchase consideration over the estimated fair value of identifiable assets was recorded as goodwill. The basis of the acquired assets will be “stepped up” for income tax purposes. As such, no deferred taxes were recognized in purchase accounting.

  

The acquired D&D business is operated by GAS and included in the Company’s ground support services segment. The Company has finalized its D&D acquisition accounting. Based on actual revenue earned by D&D through September 30, 2017, the earnout payment with respect to the purchase agreement was $100,000, which amount was paid in October 2017.

 

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

 

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

 

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

 

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

 

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

 

14

 
 

 

 

3.

Income Taxes

 

The Tax Cuts and Jobs Act (TCJA) was signed into law by the President on Friday December 22, 2017. The TCJA includes the reduction in the corporate tax rate from a top rate of 35% to a flat rate of 21%, changes in business deductions, and many international provisions. The drop in the corporate rate is effective for tax years beginning after December 31, 2017. IRC Section 15 indicates that “if any rate of tax imposed…changes, and if the taxable year includes the effective date of the change…, then tentative taxes shall be computed by applying the rate for the period before the effective date of the change, and the rate for the period on and after such date, to the taxable income for the entire taxable year, and the tax for such taxable year shall be the sum of that proportion of each tentative tax which the number of days in each period bears to the number of days in the entire taxable year.” (§15(a)). As the Company is a fiscal year taxpayer, they will receive a partial benefit for the drop in the federal corporate tax rate for their fiscal year ended March 31, 2018. The weighted average federal tax rate computed in accordance with IRC Section 15 is 30.79% for the current fiscal year.

 

Based on the drop in the corporate tax rate to a flat 21%, the Company revalued each of their deferred tax assets and liabilities in the current period using the new corporate tax rate. The net impact from this revaluing resulted in a tax expense recognized in the current period of $119,000.

 

The TCJA also repealed the corporate alternative minimum tax and made any minimum tax credit carryforwards to the extent not utilized refundable for tax years beginning after December 31, 2017. As a result, Delphax will be able to receive a refund of its minimum tax credit carryforward of $311,000 beginning in their fiscal year ended September 30, 2019. Previously, a valuation allowance was established against the minimum tax credit carryforward. As a result of the TCJA relating to the refundability of the minimum tax credit carryforward, an income tax benefit was recognized by the Company during the current period and a long-term income tax receivable was established.

 

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.

 

During the nine-month period ended December 31, 2017, the Company recorded $595,000 in income tax expense at an effective rate of 37.45%. The Company records income taxes using an estimated annual effective tax rate for interim reporting. The individually largest factor contributing to the difference between the federal statutory rate of 30.79% and the Company’s effective tax rate for the nine-month period ended December 31, 2017 was the change in valuation allowance relating to the other than temporary impairment of available for sale securities included in the pretax activity in the period. Additionally, the estimated annual effective tax rate differs from the U. S. federal statutory rate due to the benefit for the Section 831(b) income exclusion for SAIC, the benefit for the federal domestic production activities deduction, the change in the valuation allowance related to the activity of Delphax, and state income tax expense. As a result of tax reform, the rate was also impacted by the recognition of the minimum tax credit carryforward and the expense relating to the revaluing of the deferred tax asset and liability balances to the new federal statutory rate. During the nine-month period ended December 31, 2016, the Company recorded $152,000 in income tax expense which resulted in an effective tax rate of (2.99%). The individually largest factor contributing to the difference between the federal statutory rate and the Company’s effective tax rate for the period ending December 2016 was the recognition of a valuation allowance against Delphax’s pretax activity in the period. The income tax provision for the nine-month period ended December 31, 2016 differs from the federal statutory rate due also in part to the effect of state income taxes and the federal domestic production activities deduction. Additionally, the rate for the period ended December 31, 2016 includes the estimated benefit for the exclusion of income for the Company’s captive insurance company subsidiary afforded under Section 831(b).

 

As described in Note 9, effective on November 24, 2015, Air T, Inc. purchased equity and debt interests in Delphax Technologies, Inc. (“Delphax”) and its subsidiary Delphax Technologies Canada Limited (“Delphax Canada”). 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 2012.

 

15

 

 

Delphax maintains a September 30 fiscal year. As of September 30, 2016, Delphax and its subsidiaries had estimated foreign and domestic tax loss carryforwards of $6.3 million and $13.2 million, respectively. As of that date, they had estimated foreign research and development credit carryforwards of $4.3 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 $311,000 will be refundable beginning in the fiscal year ending September 30, 2019. 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. As a result of the bankruptcy proceedings involving Delphax Canada (see Note 9), any remaining tax attributes not utilized during the fiscal year ended September 30, 2017, including net operating losses and credit carryforwards in Canada will be lost. The tax attributes in Canada that will be lost to the extent not utilized include, but are not limited to, $4.0 million of net operating losses and $4.3 million of foreign credits.  The Company has recorded an outside basis difference in stock of these entities of $2.9 million which is the estimated loss that will be recognized in the United States upon their liquidation. See additional information regarding Delphax Canada in Note 9. The returns for the fiscal year ended September 30, 2017 have not yet been filed.

 

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, 2017 and December 31, 2016 was approximately $11,125,000 and $12,352,000 respectively. The cumulative losses incurred by Delphax in recent years was the primary basis for the Company’s determination that a valuation allowance should be established. As previously noted, the TCJA repealed the corporate alternative minimum tax and made any minimum tax credit carryforwards to the extent not utilized refundable for tax years beginning after December 31, 2017. As a result, Delphax will be able to receive a refund of its minimum tax credit carryforward of $311,000 beginning in the fiscal year ended September 30, 2019. Previously, a valuation allowance was established against the minimum tax credit carryforward. As a result of the TCJA relating to the refundability of the minimum tax credit carryforward, an income tax benefit was recognized by the Company during the current period and a long-term income tax receivable was established.

 

As described in Note 2, effective on July 18, 2016, Air T, Inc. through its subsidiary, Contrail Aviation, acquired substantially all of the assets of the Seller for payment to the Seller of cash and equity membership units representing 21% of the total equity of Contrail Aviation. The acquisition was treated as an asset acquisition for tax purposes, with Air T, Inc. receiving a step up on the 79% interest deemed to be acquired. Contrail Aviation, a limited liability company, is taxed as a partnership with Air T, Inc. and the Seller recognizing on a pass-through basis the taxable income or loss of Contrail Aviation in proportion to their relative equity interests. Air T, Inc. will recognize deferred taxes as applicable on the outside basis difference of the investment.

 

As described in Note 2, on May 2, 2017 and May 31, 2017, AirCo acquired the inventory and principal business assets, and assumed specified liabilities, of the AirCo Sellers.  The acquired business, which is based in Wichita, Kansas, distributes and sells airplane and aviation parts and maintains a license under Part 145 of the regulations of the Federal Aviation Administration. The consideration paid for the acquired business was $2,400,000.  A bargain purchase gain was recognized on the acquisition of approximately $780,000. The tax impact related to the bargain purchase gain was to record a deferred tax liability of approximately $278,000 and record tax expense against the bargain purchase gain line of approximately $278,000.  The resulting net bargain purchase gain after taxes was approximately $502,000.

 

 

 

4.

Net Earnings Per Share

 

Basic earnings per share has been calculated by dividing net income (loss) attributable to Air T, Inc. stockholders by the weighted average number of common shares outstanding during each period. For purposes of calculating diluted earnings 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. Because there was a net loss attributable to Air T stockholders for the three-months ended December 31, 2017 and the nine-months ended December 31, 2016, the effect of options was excluded for computing earnings per share because the effect was anti-dilutive.

 

16

 

 

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

 

   

Three Months Ended December 31,

   

Nine Months Ended December 31,

 
   

2017

   

2016

   

2017

   

2016

 
                                 

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

  $ (671,939 )   $ 1,220,037     $ 718,151     $ (3,447,332 )

Income (Loss) Per Share:

                               

Basic

  $ (0.33 )   $ 0.60     $ 0.35     $ (1.60 )

Diluted

  $ (0.33 )   $ 0.60     $ 0.35     $ (1.60 )

Weighted Average Shares Outstanding:

                               

Basic

    2,042,789       2,042,789       2,042,789       2,152,301  

Diluted

    2,042,789       2,047,637       2,047,547       2,152,301  

 

 

 

5.

Marketable Securities

 

Investments in available-for-sale marketable securities at December 31, 2017 consisted of investments in publicly traded companies and had a fair market value of $3,632,000, an aggregate cost basis of $3,312,000, gross unrealized gains aggregating $323,000 and gross unrealized losses aggregating $3,200. Marketable securities at March 31, 2017 consisted of investments with a fair value of $4,594,000, an aggregate cost basis of $4,331,000, gross unrealized gains aggregating $279,000 and gross unrealized losses aggregating $16,000. Excluding the Company’s investment in Oxbridge Re Holdings Limited which is discussed below, securities that had been in a continuous loss position for less than 12 months as of December 31, 2017 had an aggregate fair market value and unrealized loss of $454,000 and $3,200, respectively.

 

At December 31, 2017, the Company held approximately 1.9 million shares of common stock of Insignia Systems, Inc. (NASDAQ: ISIG) (“Insignia”), representing approximately 16% of Insignia’s outstanding shares, which shares were acquired commencing in our fiscal year ended March 31, 2015. Any investment with a fair value of less than its cost basis is assessed for possible “other-than-temporary” impairment regularly and at each reporting date. Other-than-temporary impairments of available-for-sale marketable equity securities are recognized in the consolidated statement of income (loss). On the basis of its June 30, 2016, March 31, 2017 and June 30, 2017 assessments, the Company concluded that it had suffered an other-than-temporary impairment in its investment in the common stock of Insignia. Consistent with the applicable accounting guidance, the Company’s cost basis in the Insignia investment was lowered from $5,106,000 to $3,604,000 at June 30, 2016 and then to $2,463,000 at March 31, 2017 and to $1,724,000 at June 30, 2017 after the acquisition during the quarter of shares having a cost basis of $32,000, reflecting, in the aggregate, an other-than-temporary impairment of $3,414,000. On January 6, 2017, Insignia paid a special dividend of $0.70 per share to stockholders owning Insignia shares on that date which resulted in a dividend of approximately $1.2 million to the Company. The receipt of such special dividend is included in the other investment income (loss) in the Company’s consolidated statements of income (loss) for the fiscal year ended March 31, 2017. During the fourth quarter of the 2017 fiscal year, we recognized an additional investment loss of approximately $112,000 principally due to an other-than-temporary decline in fair value of other investment securities that had been in a continuous loss position for more than 12 months.

 

At December 31, 2017, the Company held 338,000 shares of common stock of Oxbridge Re Holdings Limited (NASDAQ: OXBR) (Oxbridge). On the basis of its December 31, 2017 “other-than-temporary” impairment assessment, the Company concluded that it had suffered an other-than-temporary impairment in its investment in the common stock of Oxbridge. The Company’s cost basis in its Oxbridge investment was lowered from $1,516,000 to $727,000 at December 31, 2017 which represents an other-than temporary impairment of $789,000.

 

All securities are priced using publicly quoted market prices and are considered Level 1 fair value measurements.

 

17

 
 

 

 

6.

Inventories

 

Inventories consisted of the following:

 

   

December 31, 2017

   

March 31, 2017

 

Ground support service parts

  $ 2,534,770     $ 2,447,395  

Ground equipment manufacturing:

               

Raw materials

    3,018,153       1,452,201  

Work in process

    2,203,132       832,635  

Finished goods

    2,747,129       10,001,193  

Printing equipment and maintenance

               

Raw materials

    2,737,534       3,325,142  

Work in process

    -       324,949  

Finished goods

    599,579       790,345  

Commercial jet engines and parts

    8,167,600       3,407,339  

Total inventories

    22,007,897       22,581,199  

Reserves

    (2,340,692 )     (2,802,356 )
                 

Total, net of reserves

  $ 19,667,205     $ 19,778,843  

 

 

 

7.

Stock Based Compensation

 

Air T, Inc. maintains a stock option plan for the benefit of certain eligible employees and directors, though no awards may be granted under the plan after July 29, 2015. In addition, Delphax maintains a number of stock option plans. Compensation expense is recognized over the requisite service period for stock options which are expected to vest based on their grant-date fair values. The Company uses the Black-Scholes option pricing model to value stock options granted under the Air T, Inc. plan and the Delphax plans. The key assumptions for this valuation method include the expected term of the option, stock price volatility, risk-free interest rate and dividend yield. Many of these assumptions are judgmental and highly sensitive in the determination of compensation expense.

 

No options were exercised under Air T, Inc.’s stock option plan during the three-month and nine-month periods ended December 31, 2017 and 2016. Stock-based compensation expense with respect to this plan in the amount of $0 was recognized for the three-month and nine-month periods ended December 31, 2017 and 2016, respectively. At December 31, 2017, there was no unrecognized compensation expense related to the Air T Inc. stock options.

 

No options were granted or exercised during the December 2017 quarter under any of Delphax’s stock option plans. Delphax did not recognize any stock-based compensation expense during the December 2017 quarter.

 

 

8.

Financing Arrangements

 

On December 21, 2017, the Company refinanced its previously existing financing arrangement with Branch Banking and Trust Company (“BB&T) by entering into a Credit Agreement (“MBT Credit Agreement”) with Minnesota Bank & Trust (“MBT”), pursuant to which MBT extended to the Company an aggregate of $26,900,000 in financing in the form of a floating-rate, $10,000,000 revolving credit facility, and three, fixed-rate amortizing term loans in the amounts of $10,000,000 (“Term Loan A”), $5,000,000 (“Term Loan B”) and $1,900,000 (“Term Loan C”), respectively. The interest rate on the $10,000,000 revolving note floats at a rate equal to the prime rate plus one percent (1%); the interest rate on Term Note A floats at the one month LIBOR rate plus two percent (2%); the interest rate on Term Note B is fixed at four and one-half percent (4.50%); and, the interest on Term Note C floats at a rate equal to prime minus one percent (1%), subject to a floor of three and one quarter percent (3.25%). In connection with the financing, the Company entered into a swap agreement to fix the interest rate on Term Note A at four and 56/100ths percent (4.56%). The revolving note is due on November 30, 2019, Term Loan A and Term Loan B mature in ten years from the date of issuance, and Term Loan C matures on January 1, 2019 although there are no amounts outstanding on this loan as of December 31, 2017. The loans are guaranteed by certain subsidiaries of the Company, secured by a first lien on all personal property of the Company and the guaranteeing subsidiaries. The Company applied a portion of the proceeds from the financing to refinance the obligations of the Company and certain of its subsidiaries under its Prior Revolving Credit Facility (as defined below) with BB&T.

 

18

 

 

On December 21, 2017, the Company entered into an interest rate swap pursuant to an International Swap Dealer’s Association, Inc. Master Agreement with MBT. The effective date of the swap was January 1, 2018 and the termination date of the swap agreement is January 1, 2028. As of January 1, 2018, the notional amount was $10,000,000, which amount adjusts each month consistent with the amortization schedule of Term Note A. The purpose of the swap is to fix the interest rate on the Company’s $10,000,000 Term Note A at four and 56/100ths percent (4.56%), thereby mitigating the interest rate risk inherent in Term Note A. The fair value of the interest rate swap as of December 31, 2017 was a liability of $199,000. The interest rate swap was not designated as a hedging instrument. The change in the fair value of the swap from the trade date to December 31, 2017 is recorded in the condensed consolidated statements of income (loss). The interest rate swap is considered a Level 2 fair value measurement.

 

The MBT Credit Agreement contains affirmative and negative covenants, including covenants requiring compliance certificates and borrowing base certificates, notices of events of default or other events deemed to have a material adverse effect on the Company, as defined in the credit agreement, and limitations on certain types of additional debt and certain types of investments. The MBT Credit Agreement also contains financial covenants applicable to the Company and the obligation subsidiaries, including either the maintenance of a Debt Service Coverage Ratio of 1.25 to 1.00 or an Asset Coverage Ratio of 1.50 to 1.00.

 

The MBT Credit Agreement contains events of default, as defined therein, including, without limitation, nonpayment of principal, interest or other obligations, violation of covenants, cross-default to other debt, bankruptcy and other insolvency events, actual or asserted invalidity of loan documentation, or material adverse changes in the Company’s or the guaranteeing subsidiaries’ financial condition. At December 31, 2017, the Company and the subsidiaries were in compliance with all applicable covenants under this credit facility.

 

As of December 31, 2017, long-term debt under the financing arrangements with MBT is as follows:

 

Term Note A

  $ 10,000,000  

Term Note B

    5,000,000  

Term Note C

    -  

Revolving credit facility

    7,248,489  

Total

    22,248,489  

Current portion of long-term debt

    2,500,000  

Long-term debt, less current portion

    19,748,489  

Less: Unamortized deferred financing costs

    (143,813 )
    $ 19,604,676  

 

Prior to December 21, 2017, the Company had a senior secured revolving credit facility of $25.0 million with BB&T with a maturity date of April 1, 2019 (the “Prior Revolving Credit Facility”). Initially, borrowings under the Prior Revolving Credit Facility bore interest (payable monthly) at an annual rate of one-month LIBOR plus an incremental amount ranging from 1.50% to 2.00% based on a consolidated leverage ratio. In addition, a commitment fee accrued with respect to the unused amount of the Prior Revolving Credit Facility at an annual rate of 0.15%. The Company included the commitment fee expense within the interest expense and other line item of the accompanying condensed consolidated statements of income. Amounts applied to repay borrowings under the Prior Revolving Credit Facility could be reborrowed, subject to the terms of the facility.

 

On May 2, 2017, the Company and certain of its subsidiaries entered into an amendment to the agreement governing the Prior Revolving Credit Facility to establish a separate $2.4 million term loan facility under that agreement. Each of the Company and such subsidiaries were obligors with respect to the term loan, which matured on May 1, 2018, with equal $200,000 installments of principal due monthly, commencing June 1, 2017. Interest on the term loan was payable monthly at a per annum rate equal to 25 basis points above the interest rate applicable to the Prior Revolving Credit Facility. The proceeds of the term loan were used to fund the acquisition of the AirCo business. The term loan was secured by the existing collateral securing borrowings under the Prior Revolving Credit Facility, including such acquired assets.

 

Effective as of June 28, 2017, the Company and certain of its subsidiaries agreed to amend the Prior Revolving Credit Facility to provide that the interest rates on the revolving loans and the above-referenced term loan under the Prior Revolving Credit Facility were each increased by an additional 0.25% per annum from the date of the amendment until the second business day after delivery of a compliance certificate for the quarter ended March 31, 2017 or any subsequent fiscal quarter end showing compliance with the financial covenants required under the Prior Revolving Credit Facility, other than with respect to covenants as to which compliance had been waived. The compliance certificate for the quarter ended June 30, 2017, was so delivered on October 26, 2017 and accordingly, the additional 0.25% per annum additional interest ceased to accrue commencing on October 26, 2017.

 

19

 

 

The Prior Revolving Credit Facility contained a number of affirmative and negative covenants as well as financial covenants. Revisions to the terms of the Prior Revolving Credit Facility and waiver of compliance with certain covenants by the lender occurred pursuant to a number of amendments to the facility.

 

On October 31, 2016, the Company and its subsidiaries, MAC, GGS, CSA, GAS, ATGL, Jet Yard and Stratus Aero Partners, LLC, entered into a loan agreement dated as of October 31, 2016, (the “Construction Loan Agreement”) with the Prior Revolving Credit Facility lender to borrow up to $1,480,000 to finance the acquisition and development of the Company’s new corporate headquarters facility located in Denver, North Carolina. Under the Construction Loan Agreement, the Company was permitted to make monthly drawings to fund construction costs until October 2017. Borrowings under the Construction Loan Agreement bore interest at the same rate charged under the Revolving Credit Facility. Monthly interest payments began in November 2016. Monthly principal payments (based on a 25-year amortization schedule) commenced in November 2017, with the final payment of the remaining principal balance due in October 2026. Borrowings under the Construction Loan Agreement were secured by a mortgage on the new headquarters facility and a collateral assignment of the Company’s rights in life insurance policies with respect to certain former executives, as well as the same collateral securing borrowings under the Revolving Credit Facility. The Construction Loan included the same covenants as in the Prior Revolving Credit Facility.

 

All of the obligations of the Company and its subsidiaries under the Prior Revolving Credit Facility including the Construction Loan Agreement referenced above were repaid in full with proceeds of the MBT Credit Agreement, and the Prior Revolving Credit Facility was terminated effective as of December 21, 2017.

 

On May 5, 2017, Contrail Aviation Support, LLC (“Contrail Aviation”), a partially owned subsidiary of the Company, entered into a Business Loan Agreement with Old National Bank (“ONB Loan Agreement”). The ONB Loan Agreement provides for revolving credit borrowings by Contrail Aviation in an amount up to $15,000,000 and replaces the revolving credit facility that Contrail Aviation had entered into with BMO Harris Bank N.A on July 18, 2016. Borrowings under the ONB Loan Agreement will bear interest at an annual rate equal to one-month LIBOR plus 3.00%. At December 31, 2017, $9,353,000 of aggregate borrowings were outstanding under the ONB Loan Agreement and $5,647,000 was available for borrowing.

 

The obligations of Contrail Aviation under the ONB Loan Agreement are secured by a first-priority security interest in substantially all of the assets of Contrail Aviation and are also guaranteed by the Company, with such guaranty limited in amount to a maximum of $1,600,000 plus interest on such amount at the rate of interest in effect under the ONB Loan Agreement, plus costs of collection.

 

The ONB Loan Agreement contains affirmative and negative covenants, including covenants that restrict Contrail Aviation’s ability to make acquisitions or investments, make certain changes to its capital structure, and engage in any business substantially different than it presently conducts. The ONB Loan Agreement also contains financial covenants applicable to Contrail Aviation, including maintenance of a Cash Flow Coverage Ratio of 2.0 to 1.0, a Tangible Net Worth of not less than $3,500,000, and a Debt Service Coverage Ratio of 1.1 to 1.0, as such terms are defined in the ONB Loan Agreement.

 

The ONB Loan Agreement contains Events of Default, as defined, including, without limitation, nonpayment of principal, interest or other obligations, violation of covenants, if both Contrail Aviation’s current chief executive officer and chief financial officer cease to oversee day-to-day operations of Contrail Aviation, cross-default to other debt, bankruptcy and other insolvency events, actual or asserted invalidity of loan documentation, or material adverse changes in Contrail Aviation’s financial condition. At December 31, 2017, Contrail Aviation was in compliance with these covenants.

 

On October 27, 2017 AirCo 1, LLC, a wholly-owned subsidiary of AirCo, LLC, closed a loan in the amount of $3,441,000 from Minnesota Bank & Trust in order to finance, in part, the purchase of a 737-800 airframe for the purpose of disassembling the plane and selling it for parts. The plane will be disassembled by Jet Yard, LLC, an affiliate, and the parts will be sold on consignment to AirCo, LLC, which will market them to third parties. AirCo 1, LLC is a special purpose entity formed for the purpose of this transaction. Borrowings under this loan agreement will bear interest at an annual rate of 7.25%. Beginning on November 1, 2017, monthly installments of accrued interest are due. The principal balance on the loan and any remaining unpaid interest being due on March 26, 2019. At December 31, 2017, the outstanding balance on this loan was approximately $3,347,000, which is reported net of deferred financing costs of $58,000 on the consolidated balance sheet.

 

20

 

 

The loan contains affirmative and negative covenants and is secured by a security interest in all of AirCo 1, LLC’s assets, a collateral assignment of the purchase agreement for the plane, assignments of the disassembly contract and the consignment agreement, and bailee agreements with Jet Yard, LLC and AirCo, LLC. AirCo, LLC is a wholly-owned subsidiary of Stratus Aero Partners LLC. The loan is not guaranteed by the Company.

 

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

 

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

 

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

 

Consolidated Variable Interest Entity

 

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, 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 then provided a revolving credit facility under an agreement with Delphax and Delphax Canada (the "Delphax 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 were subordinated to the rights of the Senior Lender under the Delphax 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.

 

21

 

 

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. In the event that Delphax were to declare a cash dividend on its common stock, the Warrant provides that the holder of the Warrant would participate in the dividend as if the Warrant had been exercised in full and the shares of Series B Preferred Stock acquired upon exercise had been fully converted into Delphax common stock. 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.

 

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, the Company assigned considerable weight to both 1) the shortness of time until June 1, 2016 when the Company would become entitled to elect four-sevenths of the members of the board of directors of Delphax and 2) the anticipated financial significance of Delphax’s activities in the periods subsequent to 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.

 

22

 

 

The following table sets forth the carrying values of Delphax’s assets and liabilities as of December 31, 2017 and March 31, 2017:

 

   

December 31, 2017

   

March 31, 2017

 
   

(Unaudited)

         

ASSETS

               

Current assets:

               

Cash and cash equivalents

  $ 240,468     $ 328,327  

Accounts receivable, net

    661,749       2,036,221  

Inventories

    169,048       1,941,729  

Other current assets

    508,980       1,145,274  

Total current assets

    1,580,245       5,451,551  

Property and equipment

    -       8,007  

Total assets

  $ 1,580,245     $ 5,459,558  
                 

LIABILITIES

               

Current liabilities:

               

Accounts payable

  $ 2,283,154     $ 2,482,578  

Income tax payable

    11,312       11,312  

Accrued expenses

    3,099,812       3,627,162  

Short-term debt

    2,460,670       4,714,257  

Total current liabilities

    7,854,948       10,835,309  
                 

Net Assets

  $ (6,274,703 )   $ (5,375,751 )

 

The short-term debt is comprised of amounts due from Delphax to Air T, Inc. Those amounts have been eliminated in consolidation. As of December 31, 2017, the outstanding principal amount of the Senior Subordinated Note was approximately $1,675,000 ($2,500,000 as of March 31, 2017) and the outstanding borrowings under the Delphax Senior Credit Agreement were $0 ($1,541,000 as of March 31, 2017). Short-term debt as reflected in the above table includes approximately $786,000 and $388,000 of accrued interest, due to the Company from Delphax Technologies, Inc. under the Senior Subordinated Note as of December 31, 2017 and March 31, 2017, respectively. Short term debt as of March 31, 2017 also includes approximately $112,000 of accrued interest, due to the Company from Delphax Canada and Delphax Technologies, Inc. under the Delphax Senior Credit Agreement. As a result of the foreclosure completed by the Company on August 10, 2017, the amount secured by the Delphax Senior Credit Agreement was satisfied.

 

The assets of Delphax can only be used to satisfy the obligations of Delphax.

 

On January 6, 2017, the Company acquired all rights, and assumed all obligations, of the Senior Lender under the Delphax Senior Credit Agreement with Delphax and Delphax Canada providing for a $7.0 million revolving senior secured credit facility, subject to a borrowing base of North American accounts receivable and inventory, including obligations, if any, to fund future borrowings under the Delphax Senior Credit Agreement. In connection with this transaction, the Company paid to the Senior Lender an amount equal to the approximately $1.26 million outstanding borrowing balance, plus accrued and unpaid interest and fees. Also in connection with this transaction, the Company, Delphax and Delphax Canada entered into an amendment to the Delphax Senior Credit Agreement to reduce the maximum amount of borrowings permitted to be outstanding under the Delphax Senior Credit Agreement from $7.0 million to $2.5 million, to revise the borrowing base to include in the borrowing base 100% of purchase orders from customers for products up to $500,000, to provide that the interest rate on all borrowings outstanding until all loans under the Delphax Senior Credit Agreement are repaid in full will be a default rate equal to 2.5% per month to be paid monthly, and to provide for the payment to the Company from Delphax Canada and Delphax of fees equal to $25,000 upon execution of the amendment and of $50,000 upon repayment in full of all loans under the Delphax Senior Credit Agreement. On January 6, 2017, the Company notified Delphax and Delphax Canada of certain “Events of Default” (as defined under the Delphax Senior Credit Agreement) existing under the Delphax Senior Credit Agreement and that the Company was reserving all rights to exercise remedies under the Delphax Senior Credit Agreement and that no delay in exercising any such remedy is to be construed as a waiver of any of its remedies. Also, on January 6, 2017, the Company and Delphax Canada entered into a Forbearance and Amendment Agreement dated as of January 6, 2017, which amended the Senior Subordinated Note to increase the default rate of interest from an annual rate of 10.5% to an annual rate of 18%, to be in effect until all amounts under the Senior Subordinated Note are paid in full, and which provides that so long as no Event of Default (as defined in the Senior Subordinated Note) occurs under the Senior Subordinated Note, other than Events of Default that existed as of January 6, 2017, the Company agreed to forbear from exercising its remedies under the Senior Subordinated Note until May 31, 2017 and further provided for the payment by Delphax Canada to the Company of a forbearance fee equal to approximately $141,000. Notwithstanding the existence of events of default, during the first six calendar months of 2017, the Company permitted additional borrowings under the Delphax Senior Credit Agreement to, among other things, fund a final production run by Delphax Canada of consumable products for its legacy printing systems, which production run was primarily completed over that period. Delphax Canada was Delphax's sole manufacturing subsidiary.

 

23

 

 

During the quarter ended June 30, 2016, Delphax was informed by its largest customer that the customer had decided to accelerate its plans for removing Delphax legacy printing systems from production and that Delphax should, as a consequence, expect the future volume of legacy product orders from the customer to decline markedly from prior forecasts. Furthermore, the future timeframe over which orders could be expected from this customer was being sharply curtailed. In addition to this specific customer communication, Delphax also experienced a broad-based decline in legacy product customer demand during the first quarter. Sales of Delphax’s new élan printer system also had not materialized to expectations.

 

The adverse business developments during the quarter ended June 30, 2016 and the significantly deteriorated outlook for future orders of legacy and élan product caused the Company to reevaluate the recoverability of Delphax’s assets, both tangible and intangible. Based on this reevaluation, which involved material estimation and subjectivity (including with respect to the recovery on assets in an operating liquidation), the Company concluded that a significant increase to inventory reserves was necessary. In addition, the Company concluded that Delphax related intangible assets, both amortizable assets and goodwill, should be fully impaired. The Company also recorded a partial impairment of Delphax related long-lived tangible assets. Furthermore, there was an assessment regarding whether, at June 30, 2016, future severance actions under existing Delphax employee benefit plans were both probable and estimable. This assessment led to the Company establishing an estimated accrual for future severance actions. The effects of these various adjustments, which aggregated to approximately $5,610,000, were reflected in the operating results of Delphax for the quarter ended June 30, 2016.

 

The Company concluded that Delphax related intangible assets, both amortizable assets and goodwill, should be fully impaired. The Company recorded goodwill of approximately $375,000 in connection with its investment in Delphax. The Company estimated a subsequent impairment of this goodwill during the fiscal year ended March 31, 2016 of $100,000 and an additional impairment of $275,000 during the quarter ended June 30, 2016. These impairment losses are reflected on the consolidated statement of income (loss) within the “depreciation, amortization and impairment” line item.

 

Intangible assets of Delphax had a net book value of approximately $1.4 million as of March 31, 2016. During the quarter ended June 30, 2016, the Company recognized an impairment charge which resulted in the remaining net book value of Delphax intangible assets being fully written off. The Company estimated and recorded a tradename and patent impairment charge related to Delphax in the amount of approximately $1,385,000 during the quarter ended June 30, 2016. An impairment charge in the amount of $50,000 was recorded during the fiscal year 2016. These impairment losses are reflected on the consolidated statement of income (loss) within the “depreciation, amortization and impairment” line item.

 

The above described adverse business developments drove significant negative operating results and led to severe liquidity constraints for Delphax. In addition to other measures intended to respond to developments, Delphax engaged an outside advisory firm to assist with operations, cost reductions and expense rationalization, and to provide an objective assessment and recommendations regarding Delphax’s business outlook and alternative courses of action. During the quarter ended June 30, 2016, a number of Delphax employees were either severed or furloughed. For most of fiscal year 2017, Delphax’s operations were maintained at a significantly curtailed level.

 

In light of continuing events of default under the Delphax Senior Credit Agreement and the conclusion of final production run by Delphax Canada of consumable products for Delphax’s legacy printing systems, on July 13, 2017, the Company delivered a demand for payment and Notice of Intention to Enforce Security to Delphax Canada. On August 10, 2017, the Company foreclosed on all personal property and rights to undertakings of Delphax Canada. The Company foreclosed as a secured creditor with respect to amounts owed to it by Delphax Canada under the Delphax Senior Credit Agreement. The Company provided notice of its intent to foreclose to Delphax Canada and its secured creditors and shareholder on July 26, 2017. The outstanding amount owed to the Company by Delphax Canada under the Delphax Senior Credit Agreement on July 26, 2017 was approximately $1,510,000. The Company also submitted an application to the Ontario Superior Court of Justice in Bankruptcy and Insolvency (the "Ontario Court") seeking that Delphax Canada be adjudged bankrupt. On August 8, 2017, the Ontario Court issued an order adjudging Delphax Canada to be bankrupt. The recipients of the foreclosure notice did not object to the foreclosure or redeem. As a result, the foreclosure was completed on August 10, 2017, and the Company accepted the personal property and rights to undertakings of Delphax Canada in satisfaction of the amount secured by the Delphax Senior Credit Agreement.

 

24

 

 

With its being adjudged bankrupt on August 8, 2017, Delphax Canada ceased to have capacity to deal with its property. The property of Delphax Canada vested in the trustee in bankruptcy of Delphax Canada subject to the rights of secured creditors. The Company’s rights under Delphax Senior Credit Agreement permitted it to foreclose upon the personal property and rights of undertakings of Delphax Canada. Since the Company foreclosed on Delphax Canada’s assets within very close time proximity to the commencement of bankruptcy proceedings and because the bankruptcy and foreclosure were undertaken in contemplation of one another, the Company treated these as one single financial reporting event. In accordance with applicable accounting guidance, the Company considered whether Delphax Canada was still a business post-bankruptcy and foreclosure of the assets by the Company and concluded that Delphax Canada no longer constituted a business as it is defined by accounting principles generally accepted in the United States of America and, accordingly, derecognition of Delphax Canada’s liabilities will occur when Delphax Canada is legally released as the primary obligor with respect to the liabilities in the bankruptcy proceedings. As of December 31, 2017, the bankruptcy proceedings were ongoing in accordance with Canadian law and, therefore, Delphax Canada was still the primary obligor of its liabilities.

 

The intercompany balances under the Delphax Senior Subordinated Note as of December 31, 2017 are eliminated in the presentation of the condensed consolidated financial statements. The effect of interest expense arising under the Senior Subordinated Note and, from January 6, 2017 to August 10, 2017, under the Delphax Senior Credit Agreement, and other intercompany transactions, are reflected in the attribution of Delphax net income or loss to non-controlling interests because Delphax is a variable interest entity.

 

Delphax’s revenues and expenses are included in our consolidated financial statements beginning November 24, 2015 through December 31, 2017. Revenues and expenses prior to the date of initial consolidation were excluded. We have determined that the attribution of Delphax net income or loss should be based on consideration of all of Air T’s investments in Delphax and Delphax Canada. The Warrant provides that in the event that dividends are paid on the common stock of Delphax, the holder of the Warrant is entitled to participate in such dividends on a ratable basis as if the Warrant had been fully exercised and the shares of Series B Preferred Stock acquired upon such exercise had been converted into shares of Delphax common stock. This provision would have entitled Air T, Inc. to approximately 67% of any Delphax dividends paid, with the remaining 33% paid to the non-controlling interests. We concluded that this was a substantive distribution right which should be considered in the attribution of Delphax net income or loss to non-controlling interests. We furthermore concluded that our investment in the debt of Delphax should be considered in attribution. Specifically, Delphax’s net losses are attributed first to our Series B Preferred Stock and Warrant investments and to the non-controlling interest (67%/33%) until such amounts are reduced to zero. Additional losses are then fully attributed to our debt investments until they too are reduced to zero. This sequencing reflects the relative priority of debt to equity. Any further losses are then attributed to Air T and the non-controlling interests based on the initial 67%/33% share. Delphax net income is attributed using a backwards-tracing approach with respect to previous losses.

 

As a result of the application of the above-described attribution methodology, for the nine months ended December 31, 2017, the attribution of Delphax net income to non-controlling interests was 3.19% and for the nine months ended December 31, 2016, the attribution of Delphax net loss to non-controlling interests was 33%.

 

25

 

 

The following table sets forth the revenue and expenses of Delphax, prior to intercompany eliminations, that are included in the Company’s condensed consolidated statements of income (loss) for the nine months ended December 31, 2017 and 2016.

 

   

Nine Months Ended December 31,

 
   

2017

   

2016

 
   

(Unaudited)

   

(Unaudited)

 
                 

Operating Revenues

  $ 5,324,763     $ 7,648,724  
                 

Operating Expenses:

               

Cost of sales

    2,860,159       8,671,905  

General and administrative

    1,213,885       2,295,255  

Research and development

    195,653       858,480  

Depreciation, amortization and impairment

    8,007       1,713,322  
      4,277,704       13,538,962  

Operating Income (Loss)

    1,047,059       (5,890,238 )
                 

Non-operating Income (Expense), net

    (540,076 )     103,966  
                 

Income (Loss) Before Income Taxes

    506,983       (5,786,272 )
                 

Income Taxes

    -       -  
                 

Net Income (Loss)

  $ 506,983     $ (5,786,272 )

 

Non-operating income (expense), net, includes interest expense of approximately $567,000 associated with the Senior Subordinated Note and the Delphax Senior Credit Agreement for the nine months ended December 31, 2017 and approximately $172,000 associated with the Senior Subordinated Note for the nine months ended December 31, 2016. This interest expense was eliminated for purposes of net income (loss) presented in the Company’s accompanying consolidated statements of income (loss) and comprehensive income (loss) for the nine months ended December 31, 2017 and 2016, though the effect of intercompany interest under the Senior Subordinated note and the Delphax Senior Credit Agreement is reflected in the attribution of Delphax net income or losses attributed to non-controlling interests.

 

Unconsolidated Variable Interest Entities and Other Entities

 

As discussed in Note 2, BCCM Advisors holds equity interests in certain investment funds as of December 31, 2017. The Company determined that the equity interest it holds as the general partner in the following funds are variable interests based on the applicable GAAP guidance: Blue Clay Capital Partners CO I LP, Blue Clay Capital Partners CO III LP and Blue Clay Capital SMid-Cap LO LP. However, the Company further determined that these funds should not be consolidated as BCCM Advisors is not the primary beneficiary of these variable interest entities. The Company determined that its equity interest in the Blue Clay Capital Master Fund Ltd. is not a variable interest and should not be consolidated based on the applicable GAAP guidance. The Company’s total investment within these investment funds at December 31, 2017 is valued at $227,000, consistent with the purchase price of the general partnership and equity interests disclosed in Note 2. The Company’s exposure to loss is limited to its initial investment.

 

 

10.

Geographical information

 

Total property and equipment, net of accumulated depreciation, located in the United States, (the Company's country of domicile), and that held outside the United States are summarized in the following table as of December 31, 2017 and March 31, 2017:

 

   

December 31, 2017

   

March 31, 2017

 

United States, the Company’s country of domicile

  $ 11,577,515     $ 5,323,471  

Foreign

    6,561,145       1,017  

Total property and equipment, net

  $ 18,138,660     $ 5,324,488  

 

26

 

 

Total revenue, in and outside the United States is summarized in the following table for the nine-month periods ended December 31, 2017 and December 31, 2016:      

          

   

December 31, 2017

   

December 31, 2016

 

United States, the Company’s country of domicile

  $ 127,425,254     $ 96,223,786  

Foreign

    13,634,855       8,561,627  

Total revenue

  $ 141,060,109     $ 104,785,413  

 

 

11.

Segment Information

 

The Company has seven business segments. The overnight air cargo segment, composed 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, composed 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, composed 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 composed of Delphax and its subsidiaries, which was consolidated for financial accounting purposes beginning November 24, 2015, along with the newly formed subsidiary, Delphax Solutions, Inc. (“Delphax Solutions”). Delphax 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 the United Kingdom and France. Air T has contributed certain of the assets acquired in foreclosure to a newly formed subsidiary, Delphax Solutions, which has contracted with Delphax to supply legacy parts and consumables, as well as to serve as a fulfilment provider to Delphax for logistics and sales order processing. In addition, Delphax Solutions intends to pursue market success for the élan printer system, as Delphax is no longer actively selling its product lines. Delphax Solutions has entered into an agreement with Delphax for a license for intellectual property and rights to the élan printing system and technologies in return for royalties based on sales. Delphax Solutions intends pursue sales of the élan printing system and related product lines both directly and through qualified resellers and agents.

 

In July 2016, the Company’s majority owned subsidiary, Contrail Aviation Support, LLC (“Contrail Aviation”), acquired the principal assets of a business based in Verona, Wisconsin engaged in acquiring surplus commercial jet engines or components and supplying surplus and aftermarket commercial jet engine component. In October 2016, the Company, through a wholly-owned subsidiary, acquired 100% of the outstanding equity interests of Jet Yard, LLC (“Jet Yard”) to provide commercial aircraft storage, storage maintenance and aircraft disassembly/part-out services at facilities leased at the Pinal Air Park in Marana, Arizona. In May 2017, our newly formed subsidiaries AirCo, LLC and AirCo Services, LLC, acquired the inventory and principal assets of a business based in Wichita, Kansas that distributes and sells airplane and aviation parts. AirCo 1, LLC was formed in September 2017 as a wholly-owned subsidiary of AirCo, LLC (collectively considered “AirCo” with AirCo, LLC and AirCo Services, LLC). Contrail Aviation, Jet Yard and AirCo comprise the commercial jet engines and parts segment of the Company’s operations. This segment, formerly referred to as the commercial jet engines segment, was renamed to reflect its broader product and service offerings.

 

The Company’s leasing segment, comprised of the Company’s Air T Global Leasing, LLC (“ATGL”) 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. ATGL commenced operations during the quarter ended December 31, 2015.

 

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 regulatory changes); and may from time to time underwrite third-party risk through certain reinsurance arrangements.  On December 15, 2017, BCCM, Inc. (“BCCM”), a newly-formed, wholly-owned subsidiary of the Company, completed the acquisition of Blue Clay Capital. BCCM also has two wholly-owned subsidiaries, BCCM Advisors, LLC and BCCM Services, LLC. The activity of SAIC and BCCM, including the wholly-owned subsidiaries, is included in the Corporate segment noted below.

 

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 quarters ended December 31, 2017 and 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.

 

27

 

 

Segment data is summarized as follows (data by segment is shown pre-intercompany eliminations):

 

   

Three Months Ended December 31,

   

Nine Months Ended December 31,

 
   

2017

   

2016

   

2017

   

2016

 

Operating Revenues:

                               

Overnight Air Cargo

  $ 18,028,688     $ 17,099,640     $ 52,851,936     $ 50,888,019  

Ground Equipment Sales:

                               

Domestic

    11,877,589       781,519       32,200,847       16,472,690  

International

    1,045,318       1,960,841       2,187,825       4,029,235  

Total Ground Equipment Sales

    12,922,907       2,742,360       34,388,672       20,501,925  

Ground Support Services

    8,651,138       7,579,661       26,565,537       21,417,854  

Printing Equipment and Maintenance:

                               

Domestic

    1,048,793       2,151,030       2,773,103       5,400,433  

International

    -       538,868       2,709,993       2,248,291  

Total Printing Equipment and Maintenance

    1,048,793       2,689,898       5,483,096       7,648,724  

Commercial Jet Engines and Parts:

                               

Domestic

    6,718,293       1,558,983       17,184,368       2,009,171  

International

    1,349,852       1,439,182       8,737,037       2,284,101  

Total Commercial Jet Engines and Parts

    8,068,145       2,998,165       25,921,405       4,293,272  

Leasing

    33,863       37,547       104,426       501,062  

Corporate

    338,490       281,926       919,555       845,778  

Intercompany

    (4,590,777 )     2,339,973       (5,174,517 )     (1,311,221 )

Total

  $ 44,501,246     $ 35,769,170     $ 141,060,109     $ 104,785,413  
                                 

Operating Income (Loss):

                               

Overnight Air Cargo

  $ 996,819     $ 716,356     $ 2,709,991     $ 2,136,337  

Ground Equipment Sales

    1,084,303       (912,893 )     2,415,527       672,464  

Ground Support Services

    (114,064 )     (41,199 )     518,873       (391,968 )

Printing Equipment and Maintenance

    (984,465 )     1,056,972       (542,651 )     (5,890,238 )

Commercial Jet Engines and Parts

    38,047       491,479       800,227       534,285  

Leasing

    (8,776 )     226,011       2,793       405,426  

Corporate

    (83,335 )     (453,577 )     (2,339,114 )     (1,917,110 )

Intercompany

    (376,849 )     556,268       (325,740 )     38,478  

Total

  $ 551,680     $ 1,639,417     $ 3,239,906     $ (4,412,326 )
                                 

Capital Expenditures:

                               

Overnight Air Cargo

  $ 7,076     $ 43,542     $ 27,422     $ 79,582  

Ground Equipment Sales

    206,603       -       208,861       19,596  

Ground Support Services

    70,241       119,381       213,525       331,520  

Printing Equipment and Maintenance

    19,926       -       28,417       9,927  

Commercial Jet Engines and Parts

    6,639,721       50,154       13,722,702       50,154  

Corporate

    44,462       -       1,046,317       3,066,500  

Leasing

    -       393,890       -       1,027,228  

Intercompany

    -       -       -       (3,066,500 )

Total

  $ 6,988,029     $ 606,967     $ 15,247,244     $ 1,518,007  
                                 

Depreciation, amortization and impairment:

                               

Overnight Air Cargo

  $ 27,161     $ 31,866     $ 88,305     $ 91,175  

Ground Equipment Sales

    90,558       359,021       340,937       453,941  

Ground Support Services

    121,340       103,600       346,596       274,309  

Printing Equipment and Maintenance

    2,570       (13,082 )     10,577       1,713,322  

Commercial Jet Engines and Parts

    430,366       38,221       627,480       66,627  

Leasing

    14,810       14,516       44,432       232,806  

Corporate

    130,109       49,390       289,602       116,175  

Intercompany

    (1,324 )     (171,734 )     (3,974 )     (193,284 )

Total

  $ 815,590     $ 411,798     $ 1,743,955     $ 2,755,071  

 

28

 

 

The elimination of intercompany revenues is related to the sale during the quarter ended December 31, 2016 of two élan printers by Delphax to ATGL during the nine months ended December 31, 2016, along with the premiums paid to SAIC, and the elimination of intercompany operating income for such period reflects the margins on the sales of those assets, elimination of excess depreciation and amortization related to the margin on those assets, and the premiums paid to SAIC. The sale of élan printers did not reoccur during the nine months ended December 31, 2017.

 

The elimination of intercompany revenues is primarily related to the sale of an aircraft from Contrail Aviation to AirCo during the quarter ended December 31, 2017 along with the premiums paid to SAIC. The elimination of intercompany operating income for such period reflects the margins on the sales of those assets.

 

 

12.

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 July 2016, pursuant to the Asset Purchase Agreement, Contrail Aviation agreed to pay as contingent additional deferred consideration up to a maximum of $1,500,000 per year and $3,000,000 in the aggregate (collectively, the “Earnout Payments” and each, an “Earnout Payment”), calculated as follows:

 

(i) if Contrail Aviation generates EBITDA (as defined in the Asset Purchase Agreement) in any Earnout Period (as defined below) less than $1,500,000, no Earnout Payment will be payable with respect to such Earnout Period;

 

(ii) if Contrail Aviation generates EBITDA in any Earnout Period equal to or in excess of $1,500,000, but less than $2,000,000, the Earnout Payment for each such Earnout Period will be an amount equal to the product of (x) the EBITDA generated with respect to such Earnout Period minus $1,500,000, and (y) two (2);

 

(iii) if Contrail Aviation generates EBITDA in any Earnout Period equal to or in excess of $2,000,000, but less than $4,000,000, the Earnout Payment for each such Earnout Period will be equal to $1,000,000;

 

(iv) if Contrail Aviation generates EBITDA in any Earnout Period equal to or in excess of $4,000,000, the Earnout Payment for each such Earnout Period will be equal to $1,500,000; and

 

(v) if, following the fifth Earnout Period, Contrail Aviation has generated EBITDA equal to or in excess of $15,000,000 in the aggregate during all Earnout Periods, but the Seller has received or is owed less than $3,000,000 in aggregate Earnout Payments pursuant to clauses (i) through (iv), above, Contrail Aviation will make an additional Earnout Payment to the Seller in an amount equal to the difference between $3,000,000 and the aggregate Earnout Payments already received or payable pursuant to clauses (i) through (iv), above.

 

As used in the Asset Purchase Agreement, “Earnout Period” means each of the first five twelve-full-calendar-month periods following the closing of the acquisition. The Company has estimated its liability with respect to the Earnout Payment of $2,900,000, which amount was included in the “Other non-current liabilities” in the consolidated balance sheet at March 31, 2017. As a result of the EBITDA of Contrail Aviation being approximately $2.1 million for the first Earnout Period, the Earnout Payment with respect to that Earnout Period is $1,000,000, which amount was paid in October 2017. The remaining liability of $1,900,000 is included in the “Other non-current liabilities” in the consolidated balance sheet at December 31, 2017.

 

On the Contrail Closing Date, Contrail Aviation and the Seller entered into an Operating Agreement (the “Operating Agreement”) providing for the governance of and the terms of membership interests in Contrail Aviation and including put and call options (“Put/Call Option”) permitting, at any time after the fifth anniversary of the Contrail Closing Date, Contrail Aviation at its election to purchase from the Seller, and permitting the Seller at its election to require Contrail Aviation to purchase from the Seller, all of the Seller’s equity membership interests in Contrail Aviation at a price to be agreed upon, or failing such an agreement to be determined pursuant to third-party appraisals in a process specified in the Operating Agreement.

 

 

As discussed in Note 8, Contrail Aviation entered into the Loan Agreement with Old National Bank on May 5, 2017. Contrail Aviation’s obligations under the Loan Agreement are guaranteed by the Company, with such guaranty limited in amount to a maximum of $1,600,000 plus interest on such amount at the rate of interest in effect under the Loan Agreement, plus costs of collection.

 

29

 

 

A newly organized subsidiary of Air T leases 12,206 square feet of space in a building located in Mississauga, Ontario. The lease commenced on August 1, 2017 and terminates on July 31, 2020. Annual rent under the lease escalates annually, with annual rent of approximately $94,600 (CDN) for the first year and approximately $97,000 (CDN) in the third year. The subsidiary’s obligations under the lease have been guaranteed by Air T. The lease of production facilities in Mississauga, Ontario by Delphax Canada has been terminated effective upon removal of the property foreclosed upon by Air T.

 

The Company currently expects that none of Delphax Canada’s unsecured creditors will receive payment in connection with the ongoing bankruptcy proceedings. This is because the Company’s priority claims under the Delphax Senior Credit Agreement permitted it to foreclose upon all of Delphax Canada’s personal property and rights of undertakings. Unsecured creditors of Delphax Canada may attempt to advance claims against the Company, whether as direct claims or alleging successor liability in light of the foreclosure. The Company does not believe that any such claims will be successfully advanced and therefore expects no significant adverse effect on the Company’s financial position or results of operations as a result of such possible claims.

 

The Company has various operating lease commitments for office equipment and its office and maintenance facilities.

 

 

13.

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 for this facility provides for monthly rent of $14,862 and expired on January 31, 2018. Operations conducted at this facility were relocated to a newly constructed, owned facility on July 31, 2017.

 

Contrail Aviation leases its corporate and operating facilities at Verona, Wisconsin from Cohen Kuhn Properties, LLC, a corporation whose stock is owned equally by Mr. Joseph Kuhn, Chief Executive Officer of Contrail Aviation, and Mrs. Miriam Kuhn, Chief Financial Officer of Contrail Aviation. The facility consists of approximately 21,000 square feet of warehouse and office space. The Company paid aggregate rental payments of $118,906 to Cohen Kuhn Properties, LLC pursuant to such lease during the period from April 1, 2017 through December 31, 2017. The lease for this facility expires on June 30, 2021, though the Company has the option to renew the lease for a period of five years on the same terms. The lease agreement provides that the Company shall be responsible for maintenance of the leased facilities and for utilities, taxes and insurance. The Company believes that the terms of such leases are no less favorable to the Company than would be available from an independent third party.

 

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

 

 

14.

Subsequent Events

 

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

 

On January 16, 2018, the Company purchased an additional 1,133,000 shares of Insignia at a price of $1.25 per share for a total cost of approximately $1.4 million. After this purchase, the Company owned approximately 26% of Insignia’s total common stock.

 

30

 

 

On January 31, 2018, Contrail Aviation executed an additional Business Loan Agreement with Old National Bank (“Additional ONB Loan Agreement”). The Additional ONB Loan Agreement provides for borrowings by Contrail Aviation in an amount equal to $9,920,000 and is in addition to the revolving credit provided under the ONB Loan Agreement previously entered into between Contrail Aviation and Old National Bank on May 5, 2017, as further described above in note 8. Borrowings under the Additional ONB Loan Agreement will bear interest at an annual rate equal to 1-month LIBOR plus 375 basis points and matures on January 26, 2021. Pursuant to the Additional ONB Loan Agreement, Contrail Aviation is required to make quarterly payments equal to $250,000, plus an additional “excess cash flow payment” equal to seventy percent (70%) of the gross lease income of the Collateral minus $250,000.

 

The obligations of Contrail Aviation under the Additional ONB Loan Agreement are secured by a first-priority security interest in certain assets of Contrail Aviation and are also guaranteed by the Company, with such guaranty limited in amount to a maximum of $1,600,000 plus interest on such amount at the rate of interest in effect under the Loan Agreement, plus costs of collection.

 

The Additional ONB Loan Agreement contains affirmative and negative covenants, including covenants that restrict Contrail Aviation’s ability to make acquisitions or investments, make certain changes to its capital structure, and engage in any business substantially different than it presently conducts.

 

The Additional ONB Loan Agreement contains Events of Default, as defined therein, including, without limitation, nonpayment of principal, interest or other obligations, violation of covenants, bankruptcy and other insolvency events, actual or asserted invalidity of loan documentation, death or incompetency of any guarantor or material adverse changes in Contrail Aviation’s financial condition.

 

 

Item 2. 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 cash earnings. 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 legacy 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 for 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.

 

31

 

 

In the past two years, we have organized or acquired businesses operating in three other segments. In October 2015, we formed a wholly-owned equipment leasing subsidiary, Air T Global Leasing, LLC (“ATGL”), which comprises our leasing segment. In November 2015 we acquired debt and equity interests in Delphax Technologies, Inc. (“Delphax”), a printing equipment manufacturer and maintenance provider, which comprises our printing equipment and maintenance segment. In July 2016, our majority owned subsidiary, Contrail Aviation Support, LLC (“Contrail Aviation”), acquired the principal assets of a business based in Verona, Wisconsin engaged in acquiring surplus commercial jet engines and components and supplying surplus and aftermarket commercial jet engine components. In October 2016, we acquired 100% of the outstanding equity interests of Jet Yard, LLC (“Jet Yard”) to provide commercial aircraft storage, maintenance and aircraft disassembly/part-out services at facilities leased at the Pinal Air Park in Marana, Arizona. In May 2017, our newly formed subsidiaries, AirCo, LLC and AirCo Services, LLC (collectively, “AirCo”), acquired the inventory and principal assets of a business based in Wichita, Kansas that distributes and sells airplane and aviation parts. Contrail Aviation, Jet Yard and AirCo comprise the commercial jet engines and parts segment of the Company’s operations. This segment, formerly referred to as the commercial jet engines segment, was renamed to reflect its broader product and service offerings. On December 15, 2017, BCCM, a newly-formed, wholly-owned subsidiary of the Company completed the previously announced acquisition of Blue Clay Capital Management, LLC (“Blue Clay Capital”), an investment management firm based in Minneapolis, Minnesota. BCCM is included within Corporate in the segment information provided below.

 

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. 

 

Following is a table detailing revenue by segment and by major customer category (numbers were derived from unaudited financial statements for the three and nine-months ended December 31, 2017 and 2016):

 

(Dollars in thousands)

                                                               
   

Three Months Ended December 31,

   

Nine Months Ended December 31,

 
   

2017

   

2016

   

2017

   

2016

 
                                                                 

Overnight Air Cargo:

                                                               

FedEx

  $ 18,029       41 %   $ 17,100       48 %   $ 52,852       37 %   $ 50,888       49 %
                                                                 

Ground Equipment Sales:

                                                               

Military

    1,307       3 %     138       0 %     2,367       2 %     3,259       3 %

Commercial - Domestic

    10,560       24 %     3,301       9 %     29,823       21 %     13,455       13 %

Commercial - International

    1,045       2 %     1,961       5 %     2,187       2 %     4,029       4 %
      12,912       29 %     5,400       15 %     34,377       25 %     20,743       20 %
                                                                 

Ground Support Services

    8,643       19 %     7,580       21 %     26,558       19 %     21,418       20 %
                                                                 

Printing Equipment and Maintenance:

                                                               

Domestic

    1,049       2 %     2,115       6 %     2,773       2 %     4,694       4 %

International

    (143 )     0 %     539       2 %     2,567       2 %     2,248       2 %
      906       2 %     2,654       7 %     5,340       4 %     6,942       7 %
                                                                 

Commercial Jet Engines and Parts:

                                                               

Domestic

    2,578       6 %     1,559       4 %     13,043       9 %     2,009       2 %

International

    1,351       3 %     1,439       4