UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark one)


x☒			Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended September 30, ~~2019~~2020
☐			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)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	AIRT	NASDAQ Global Market
Alpha Income Preferred Securities (also referred to as 8% Cumulative Capital Securities) (“AIP”)	AIRTP	NASDAQ Global Market
Warrant to purchase AIP	AIRTW	NASDAQ Global Market

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 x No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes x 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 filerx

☒

Smaller reporting company

☒x

Emerging growth company

☐

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

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

Yes ☐ No x

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


Common Stock	Common Shares, par value of $.25 per share
Outstanding Shares at ~~November 6, 2019~~October 30, 2020	~~3,023,805~~	2,881,853

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) (For ~~Loss)~~The ~~(Unaudited)~~ Three and Six Months ~~Ende~~Ended dSeptember 30, 2020 ~~September~~ ~~30, 2019~~ and ~~2018~~2019	4

	Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) For The Three and Six Months Ended September 30, 2020 and 2019	5

	Condensed Consolidated Balance Sheets as of September 30, ~~2019~~2020 (Unaudited) and ~~2018~~March 31, 2020	6

	Condensed Consolidated ~~Balance Sheets~~Statements of Cash Flows (Unaudited) ~~September~~For The Six Months Ended September 30, ~~2019 (Unaudited)~~2020 and ~~March 31,~~ 2019	7

	Condensed Consolidated Statements of ~~Cash Flows~~Equity (Unaudited) for The Three and Six Months Ended September 30, 2020 ~~30, 2019~~ and ~~2018~~2019	9

	~~Condensed Consolidated Statements of Equity (Unaudited)~~ ~~Six~~ ~~Months Ended~~ ~~September~~ ~~30, 2019 and 2018~~	118

	Notes to Condensed Consolidated Financial Statements (Unaudited)	139

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	3126

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3632

Item 4.	Controls and Procedures	3732

	PART II

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3733

Item 5.	Other information	3833

Item 6.	Exhibits	3933
	Signatures	4134
	Exhibit Index
	Certifications
	Interactive Data Files

Item 1. Financial Statements

AIR T, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)

(UNAUDITED)

(In Thousands) Three Months Ended September 30, Six Months Ended September 30,
2019 2018 2019 2018
Operating Revenues:
Overnight air cargo $ 19,745 $ 17,064 $ 38,064 $ 34,705
Ground equipment sales 12,741 12,838 24,991 19,224
Printing equipment and maintenance 249 139 313 439
Commercial jet engines and parts 17,801 10,643 34,128 37,963
Corporate and other 157 183 385 356
50,693 40,867 97,881 92,687
Operating Expenses:
Overnight air cargo 17,707 15,350 34,226 30,524
Ground equipment sales 10,358 10,980 20,089 15,917
Printing equipment and maintenance 121 49 160 194
Commercial jet engines and parts 11,050 5,663 19,336 25,784
General and administrative 9,288 7,997 18,960 15,378
Depreciation and amortization 1,695 1,697 3,635 3,057
Impairment 7 10 14 21
Loss on sale of property and equipment 1 — (4) —
50,227 41,746 96,416 90,875
Operating Income (Loss) 466 (879) 1,465 1,812
Non-operating Income (Expense):
Other-than-temporary impairment loss on investments (395) — (1,210) —
Interest expense (2,047) (714) (3,071) (1,421)
Gain on settlement of bankruptcy 18 — 4,527 —
Bargain purchase acquisition gain 14 — 49 1,984
Income (loss) from equity method investments (34) 160 (355) 170
Other (440) 354 (205) 133
(2,884) (200) (265) 866
Income (Loss) from continuing operations before income taxes (2,418) (1,079) 1,200 2,678
Income Taxes (Benefit) (296) (300) (668) 117
Net income (Loss) from continuing operations (2,122) (779) 1,868 2,561
Loss from discontinued operations, net of tax (235) (648) (70) (705)
Gain on sale of discontinued operations, net of tax 8,359 — 8,359 —
Net income (loss) 6,002 (1,427) 10,157 1,856
Net (Income) Loss Attributable to Non-controlling Interests (287) 106 (2,660) (348)
Net Income (Loss) Attributable to Air T, Inc. Stockholders $ 5,715 $ (1,321) $ 7,497 $ 1,508


Income (Loss) from continuing operations per share (Note 6)
(in thousands, except (loss) income per share number)										(in thousands, except (loss) income per share number)	Three Months Ended September 30,				Six Months Ended September 30,
											2020		2019		2020		2019
Operating Revenues:										Operating Revenues:
Overnight air cargo										Overnight air cargo	$	17,295	$	19,745	$	33,466	$	38,064
Ground equipment sales										Ground equipment sales	12,060		12,741		27,888		24,991
Commercial jet engines and parts										Commercial jet engines and parts	6,114		17,801		10,808		34,128
Corporate and other										Corporate and other	135		406		414		698
											35,604		50,693		72,576		97,881

Operating Expenses:										Operating Expenses:
Overnight air cargo										Overnight air cargo	15,234		17,707		29,401		34,226
Ground equipment sales										Ground equipment sales	9,758		10,358		21,956		20,089
Commercial jet engines and parts										Commercial jet engines and parts	4,062		11,050		6,776		19,336
General and administrative										General and administrative	8,424		9,409		15,974		19,120
Depreciation and amortization										Depreciation and amortization	1,149		1,695		1,758		3,635
Write-down on inventory										Write-down on inventory	535		0		535		0
Asset impairment										Asset impairment	129		7		129		14
(Gain)/Loss on sale of property and equipment										(Gain)/Loss on sale of property and equipment	(3)		1		(4)		(4)
											39,288		50,227		76,525		96,416

Operating (Loss) Income from continuing operations										Operating (Loss) Income from continuing operations	(3,684)		466		(3,949)		1,465

Non-operating Income (Expense):										Non-operating Income (Expense):
Other-than-temporary impairment loss on investments										Other-than-temporary impairment loss on investments	0		(395)		0		(1,210)
Interest expense										Interest expense	(1,081)		(2,047)		(2,242)		(3,071)
Gain on settlement of bankruptcy										Gain on settlement of bankruptcy	0		18		0		4,527
Loss from equity method investments										Loss from equity method investments	(498)		(34)		(1,056)		(355)
Other										Other	359		(426)		1,086		(156)
											(1,220)		(2,884)		(2,212)		(265)

(Loss) Income from continuing operations before income taxes										(Loss) Income from continuing operations before income taxes	(4,904)		(2,418)		(6,161)		1,200

Income Taxes Benefit										Income Taxes Benefit	(1,547)		(296)		(1,847)		(668)

Net (Loss) Income from continuing operations										Net (Loss) Income from continuing operations	(3,357)		(2,122)		(4,314)		1,868

Loss from discontinued operations, net of tax										Loss from discontinued operations, net of tax	0		(235)		0		(70)
Gain on sale of discontinued operations, net of tax										Gain on sale of discontinued operations, net of tax	4		8,359		4		8,359

Net (Loss) Income										Net (Loss) Income	(3,353)		6,002		(4,310)		10,157

Net Loss (Income) Attributable to Non-controlling Interests										Net Loss (Income) Attributable to Non-controlling Interests	$	433	$	(287)	$	549	$	(2,660)

Net (Loss) Income Attributable to Air T, Inc. Stockholders										Net (Loss) Income Attributable to Air T, Inc. Stockholders	$	(2,920)	$	5,715	$	(3,761)	$	7,497

Loss from continuing operations per share (Note 6)										Loss from continuing operations per share (Note 6)
Basic	Basic	$	(0.80)	$	(0.22)	$	(0.30)	$	0.72	Basic	$	(1.01)	$	(0.80)	$	(1.31)	$	(0.30)
Diluted	Diluted	$	(0.80)	$	(0.22)	$	(0.30)	$	0.72	Diluted	$	(1.01)	$	(0.80)	$	(1.31)	$	(0.30)

Income (Loss) from discontinued operations per share (Note 6)
Income from discontinued operations per share (Note 6)										Income from discontinued operations per share (Note 6)
Basic										Basic	$	0	$	2.69	$	0	$	3.14
Diluted										Diluted	$	0	$	2.68	$	0	$	3.13

(Loss) Income per share (Note 6)										(Loss) Income per share (Note 6)
Basic	Basic	$	2.69	$	(0.21)	$	3.14	$	(0.23)	Basic	$	(1.01)	$	1.89	$	(1.31)	$	2.84
Diluted	Diluted	$	2.68	$	(0.21)	$	3.13	$	(0.23)	Diluted	$	(1.01)	$	1.88	$	(1.31)	$	2.83

Weighted Average Shares Outstanding:	Weighted Average Shares Outstanding:									Weighted Average Shares Outstanding:
Basic	Basic	3,025		3,066		2,641		3,066		Basic	2,882		3,025		2,882		2,641
Diluted	Diluted	3,029		3,066		2,645		3,074		Diluted	2,882		3,029		2,882		2,645

See notes to condensed consolidated financial statements.

AIR T, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

Three Months Ended
September 30, Six Months Ended
September 30,
(In Thousands) 2019 2018 2019 2018
Net income (loss) $ 6,002 $ (1,427) $ 10,157 $ 1,856
Other comprehensive income (loss):
Foreign currency translation gain 41 32 23 79
Unrealized gain (loss) on interest rate swaps, net of tax (88) 29 (264) 29
Total Other Comprehensive Income (loss) (47) 61 (241) 108
Total Comprehensive Income (Loss) 5,955 (1,366) 9,916 1,964
Comprehensive (Income) Loss Attributable to Non-controlling Interests (290) 98 (2,675) (373)
Comprehensive Income (Loss) Attributable to Air T, Inc. Stockholders $ 5,665 $ (1,268) $ 7,241 $ 1,591


	Three Months Ended September 30,				Six Months Ended September 30,
(In Thousands)	2020		2019			2020		2019
Net (Loss) Income	$	(3,353)	$	6,002		$	(4,310)	$	10,157
Foreign currency translation (loss) gain	(68)		41			(135)		23
Unrealized gain (loss) on interest rate swaps, net of tax	55		(88)			29		(264)
Reclassification of interest rate swaps into earnings	(16)		0			(16)		0
Total Other Comprehensive Loss	(29)		(47)			(122)		(241)
Total Comprehensive (Loss) Income	(3,382)		5,955			(4,432)		9,916
Comprehensive Loss (Income) Attributable to Non-controlling Interests	433		(290)			549		(2,675)
Comprehensive (Loss) Income Attributable to Air T, Inc. Stockholders	$	(2,949)	$	5,665		$	(3,883)	$	7,241

See notes to condensed consolidated financial statements.

AIR T, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(In thousands, except share amounts) September 30, 2019 March 31, 2019
ASSETS
Current Assets:
Cash and cash equivalents $ 27,434 $ 12,417
Marketable securities 1,423 1,760
Restricted cash 102 123
Restricted investments 1,018 831
Accounts receivable, net of allowance for doubtful accounts of $382 and $408 18,464 10,881
Income tax receivable 1,030 142
Inventories, net 40,370 27,455
Other current assets 9,232 6,138
Current assets of discontinued operations — 11,601
99,073 71,348
Assets on lease, net of accumulated depreciation of $6,007 and $6,689 21,019 25,164
Property and equipment, net of accumulated depreciation of $3,935 and $3,470 4,310 4,264
Right-of-use assets 7,154 —
Cash surrender value of life insurance policies, net of policy loans 80 122
Other tax receivables-long-term — 311
Deferred income taxes 781 548
Investments in securities 785 1,086
Equity method investments 4,046 5,611
Other assets 284 200
Intangible assets, net of accumulated amortization of $2,229 and $2,097 898 998
Goodwill 4,227 4,227
Non-current assets of discontinued operations — 1,264
Total Assets 142,657 115,143
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable 12,540 11,409
Income tax payable 940 888
Advanced customer deposits 9,996 1,520
Accrued expenses and other 1,380 12,314
Deferred income 295 341
Current portion of long-term debt 29,836 24,735
Short-term lease liability 1,131 —
Current liabilities of discontinued operations — 1,587
56,118 52,794
Long-term debt 45,544 32,918
Long-term lease liability 6,446 —
Other non-current liabilities 1,202 597
Total Liabilities 109,310 86,309
Redeemable non-controlling interest 6,000 5,476
Commitments and contingencies (Note 16)


(In thousands, except share amounts)	September 30, 2020		March 31, 2020
ASSETS
Current Assets:
Cash and cash equivalents	$	4,253	$	5,952
Marketable securities	2,158		1,677
Restricted cash	8,616		9,619
Restricted investments	991		1,085
Accounts receivable, net of allowance for doubtful accounts of $1,250 and $680	10,302		13,077
Income tax receivable	3,237		1,174
Inventories, net	70,965		60,623
Other current assets	4,778		5,279
Total Current Assets	105,300		98,486

Assets on lease or held for lease, net of accumulated depreciation of $3,319 and $6,526	18,064		27,945
Property and equipment, net of accumulated depreciation of $4,631 and $4,319	6,095		5,272
Right-of-use assets	8,097		8,116
Equity method investments	3,945		5,208
Goodwill	4,227		4,227
Other assets	2,673		2,173
Total Assets	$	148,401	$	151,427

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable	$	9,134	10,864

Accrued expenses and other (Note 4)	12,294		13,024
Current portion of long-term debt	46,363		42,684
Short-term lease liability	1,325		1,174
Total Current Liabilities	69,116		67,746

Long-term debt	44,250		43,136
Deferred income tax liabilities, net	588		579
Long-term lease liability	7,397		7,473
Other non-current liabilities	1,380		1,402
Total Liabilities	122,731		120,336

Redeemable non-controlling interest	5,000		6,080

Commitments and contingencies (Note 15)

Equity:
Air T, Inc. Stockholders' Equity:
Preferred stock, $1.00 par value, 50,000 shares authorized	0		0
Common stock, $.25 par value; 4,000,000 shares authorized, 3,022,745 shares issued, 2,881,853 shares outstanding	756		756
Treasury stock, 140,892 shares at $18.58	(2,617)		(2,617)
Additional paid-in capital	2,175		2,636
Retained earnings	20,007		23,768
Accumulated other comprehensive loss	(643)		(537)
Total Air T, Inc. Stockholders' Equity	19,678		24,006
Non-controlling Interests	992		1,005
Total Equity	20,670		25,011
Total Liabilities and Equity	$	148,401	$	151,427

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, 3,022,745 and 2,022,637 shares issued and outstanding 756 506
Additional paid-in capital 2,410 2,866
Retained earnings 23,610 21,191
Accumulated other comprehensive loss (461) (205)
Total Air T, Inc. Stockholders' Equity 26,315 24,358
Non-controlling Interests 1,032 (1,000)
Total Equity 27,347 23,358
Total Liabilities and Equity $ 142,657 $ 115,143

See notes to condensed consolidated financial statements.

AIR T, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(In Thousands) Six Months Ended
September 30,
2019 2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 10,157 $ 1,856
Loss from discontinued operations, net of income tax 70 705
Gain on sale of discontinued operations, net of income tax (8,359) —
Net income (loss) from continuing operations 1,868 2,561
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization 3,648 3,077
Bargain purchase acquisition gain (49) (1,984)
Impairment of investment 1,210 —
Gain on settlement of bankruptcy (4,527) —
Other (1,785) (464)
Change in operating assets and liabilities:
Accounts receivable (7,331) (1,853)
Costs and estimated earnings in excess of billings and uncompleted projects — 2,012
Notes receivable and other non-trade receivables (2,984) (3,126)
Inventories 5,891 10,123
Accounts payable 3,188 3,124
Accrued expenses 739 2,233
Other (359) (300)
Total adjustments (856) 12,213
Net cash provided by (used in) operating activities - continuing operations (491) 15,403
Net cash provided by (used in) operating activities - discontinued operations 1,094 (532)
Net cash provided by operating activities 603 14,871
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of marketable securities (187) (2,014)
Acquisition of businesses, net of cash acquired (500) (3,376)
Investment in reinsurance entity — (2,000)
Capital expenditures related to property & equipment (575) (763)
Capital expenditures related to assets on lease (17,614) (19,149)
Other 346 (213)
Net cash used in investing activities - continuing operations (18,530) (27,515)
Net cash provided by (used in) investing activities - discontinued operations 20,463 (61)
Net cash provided by (used in) investing activities 1,933 (27,576)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from lines of credit 48,267 51,151
Payments on lines of credit (35,324) (58,355)
Proceeds from term loan 13,001 21,714
Payments on term loan (17,900) (3,190)
Proceeds received from exercise of warrants 5,407 —
Proceeds from life insurance policy loan — 1,897
Other (1,124) 41
Net cash provided by financing activities - continuing operations 12,327 13,258
Effect of foreign currency exchange rates on cash and cash equivalents 26 5

NET INCREASE/ (DECREASE) IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH 14,889 558
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD 12,647 5,073
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD $ 27,536 $ 5,631
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Equipment leased to customers transferred to inventory 18,710 234
Issuance of Debt - Trust Preferred Securities 4,000 —
Issuance of warrant liability 840 —


(In Thousands)	Six Months Ended September 30,
	2020		2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (Loss) Income	$	(4,310)	$	10,157
Loss from discontinued operations, net of income tax	0		70
Gain on sale of discontinued operations, net of income tax	(4)		(8,359)
Net (loss) income from continuing operations	(4,314)		1,868
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	1,758		3,648
Impairment of investment	0		1,210
Gain on settlement of bankruptcy	0		(4,527)
Other	1,741		(1,785)
Change in operating assets and liabilities:
Accounts receivable	2,202		(7,331)

Inventories	(1,942)		5,891
Accounts payable	(1,730)		3,188
Accrued expenses	(730)		739
Other	(2,611)		(3,392)
Net cash used in operating activities - continuing operations	(5,626)		(491)
Net cash provided by operating activities - discontinued operations	4		1,094
Net cash (used in) provided by operating activities	(5,622)		603
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of marketable securities	(659)		(187)
Acquisition of businesses, net of cash acquired	0		(500)
Capital expenditures related to property & equipment	(1,708)		(575)
Capital expenditures related to assets on lease or held for lease	(85)		(17,614)
Other	1,837		346
Net cash used in investing activities - continuing operations	(615)		(18,530)
Net cash provided by investing activities - discontinued operations	0		20,463
Net cash (used in) provided by investing activities	(615)		1,933
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from lines of credit	14,130		48,267
Payments on lines of credit	(22,257)		(35,324)
Proceeds from term loan	9,479		13,001
Payments on term loan	(4,875)		(17,900)
Proceeds from Payroll Protection Program loan ("PPP loan")	8,215		0
Proceeds received from issuance of Trust Preferred Securities ("TruPS")	0		5,407
Other	(1,030)		(1,124)
Net cash provided by financing activities - continuing operations	3,662		12,327
Effect of foreign currency exchange rates on cash and cash equivalents	(127)		26
NET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH	(2,702)		14,889
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD	15,571		12,647
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD	$	12,869	$	27,536

See notes to condensed consolidated financial statements.

AIR T, INC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(UNAUDITED)


(In Thousands)	Common Stock			Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Non-controlling Interests		Total Equity
	Shares	Amount
Balance, March 31, 2019	2,022	$	506	$	2,866	$	21,191	$	(205)	$	(1,000)	$	23,358

Net income*	—	—		—		1,782		—		2,034		3,816

Repurchase of Common Stock	(17)	(4)		—		(122)		0		—		(126)

Stock Split	1,010	252		(252)		—		—		—		0

Issuance of Debt - Trust Preferred Securities	—	—		—		(4,000)		—		—		(4,000)

Issuance of Warrants	—	—		—		(840)		—		—		(840)

Adoption of ASC - Leasing	—	—		—		(41)		—		—		(41)

Unrealized loss on interest rate swaps, net of tax	—	—		—		—		(176)		—		(176)

Foreign currency translation (loss) gain	—	—		—		—		(30)		12		(18)

Adjustment to fair value of redeemable non-controlling interests	—	—		(985)		—		—		—		(985)

Balance, June 30, 2019	3,015	$	754	$	1,629	$	17,970	$	(411)	$	1,046	$	20,988

Net income (loss)*	—	—		—		5,715		—		(17)		5,698

Repurchase of Common Stock	8	2		0		(75)		0		—		(73)

Foreign currency translation gain	—	—		—		—		38		3		41

Adjustment to fair value of redeemable non-controlling interest	—	—		781		—		—		—		781

Unrealized loss on interest rate swaps, net of tax	—	—		—		—		(88)		—		(88)

Balance, September 30, 2019	3,023	$	756	$	2,410	$	23,610	$	(461)	$	1,032	$	27,347


(In Thousands)	Common Stock			Treasury Stock				Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Non-controlling Interests		Total Equity
	Shares	Amount		Shares		Amount
Balance, Balance, March 31, 2020	3,023	$	756	$	141	$	(2,617)	$	2,636	$	23,768	$	(537)	$	1,005	$	25,011

Net loss*	—	—		—		0		—		(841)		—		(5)		(846)

Unrealized loss on interest rate swaps, net of tax	—	—		—		—		—		—		(26)		—		(26)

Foreign currency translation (loss)	—	0		—		—		—		—		(67)		—		(67)

Adjustment to fair value of redeemable non-controlling interest	—	—		—		—		429		—		—		—		429

Balance, June 30, 2020	3,023	756		141		(2,617)		3,065		22,927		(630)		1,000		24,501


Net loss*	—	—		—		—		—		(2,920)		—		(8)		(2,928)

Foreign currency translation (loss)	—	—		—		—		—		—		(68)		—		(68)

Adjustment to fair value of redeemable non-controlling interest	—	—		—		—		(890)		—		—		—		(890)

Unrealized gain on interest rate swaps, net of tax	—	—		—		—		—		—		55		—		55

Balance, September 30, 2020	3,023	$	756	$	141	$	(2,617)	$	2,175	$	20,007	$	(643)	$	992	$	20,670

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

Equity
Air T, Inc. Stockholders' Equity
(In Thousands) Common Stock Additional
Paid-In
Capital Retained
Earnings Accumulated Other Comprehensive Income (Loss) Non-controlling
Interests Total
Equity
Shares Amount
Balance, March 31, 2019 2,022 $ 506 $ 2,866 $ 21,191 $ (205) $ (1,000) $ 23,358
Net income* — — — 1,782 — 2,034 3,816
Repurchase of Common Stock (17) (4) — (122) — — (126)
Stock Split 1,010 252 (252) — — — —
Issuance of Debt - Trust Preferred Securities — — — (4,000) — — (4,000)
Issuance of Warrants — — — (840) — — (840)
Adoption of ASC 842 - Leasing — — — (41) — — (41)
Unrealized loss on interest rate swaps, net of tax — — — — (176) — (176)
Foreign currency translation gain (loss) — — — — (30) 12 (18)
Adjustment to fair value of redeemable non-controlling interest — — (985) — — — (985)
Balance, June 30, 2019 3,015 $ 754 $ 1,629 $ 17,970 $ (411) $ 1,046 $ 20,988
Net income (loss)* — — — 5,715 — (17) 5,698
Repurchase of common stock 8 2 — (75) — — (73)
Foreign currency translation gain — — — — 38 3 41
Adjustment to fair value of redeemable non-controlling interest — — 781 — — — 781
Unrealized gain (loss) on interest rate swaps, net of tax — — — — (88) — (88)
Balance, September 30, 2019 3,023 $ 756 $ 2,410 $ 23,610 $ (461) $ 1,032 $ 27,347

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

See notes to condensed consolidated financial statements.

AIR T, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. Financial Statement Presentation

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

These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended March 31, ~~2019.~~2020. The results of operations for the period ended September 30, ~~2019~~2020 are not necessarily indicative of the operating results for the full year.

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

Discontinued Operations

On September 30, 2019, the Company completed the sale of Global Aviation Services, LLC ("GAS"). The results of operations of GAS are reported as discontinued operations in the condensed consolidated statements of operations for the three and six months ended September 30, ~~2019~~2020 and ~~2018.~~2019. Refer to ~~Foot~~n ~~ote~~ 4 Footnote 3 - "Discontinued Operations" for additional information. Unless otherwise indicated, the disclosures accompanying the condensed consolidated financial statements reflect the Company's continuing operations.

Liquidity

Contrail Aviation Support, LLC ("Contrail") is a subsidiary of the Company in the Commercial Jet Engines and Parts segment. The Contrail Credit Agreement contains affirmative and negative covenants, including covenants that restrict the ability of Contrail and its subsidiaries to, among other things, incur or guarantee indebtedness, incur liens, dispose of assets, engage in mergers and consolidations, make acquisitions or other investments, make changes in the nature of its business, and engage in transactions with affiliates. The Contrail Credit Agreement also contains quarterly financial covenants applicable to Contrail and its subsidiaries, including a minimum debt service coverage ratio of 1.25 to 1.0 and a minimum tangible net worth of $15 million.

On September 25, 2020, Contrail entered into a Third Amendment to Supplement #2 to Master Loan Agreement dated June 24, 2019 with Old National Bank ("ONB"). The material changes within the Third Amendment are: (a) to extend the date for compliance with the provision where Contrail is required to pay down the total outstanding principal balance of its revolver to zero for at least thirty consecutive days to September 5, 2021; and (b) to extend the date for compliance with the required quarterly debt service coverage ratio covenant such that Contrail shall commence compliance with the covenant commencing on March 31, 2022 and on the last day of each fiscal quarter thereafter.

In addition, the Third Amendment adds an event of default to the Master Loan Agreement if Contrail does not consummate an approximate $43.6 million loan transaction under the Main Street Priority Loan Facility Program established by the U.S. Federal Reserve ("Fed") by December 31, 2020. As of the issuance date of this report, the loan transaction has been finalized with ONB, however, the financing is in escrow pending final approval from the Fed. As the Fed's approval has not yet been granted as of the issuance date of this report, no assurance can be given at this time that this financing will be completed and funded.

The obligations of Contrail under the Contrail Credit Agreement are also guaranteed by the Company, up to a maximum of $1.6 million, plus costs of collection. The Company is not liable for any other assets or liabilities of Contrail and there are no cross-default provisions with respect to Contrail’s debt in any of the Company’s debt agreements with other lenders. If Contrail were to cease operations, the Company believes it, along with the rest of its businesses, will continue to operate, given the maximum guarantee of Contrail’s obligations of $1.6 million, plus costs of collection.

AirCo 1, LLC ("AirCo 1") is a wholly-owned subsidiary of AirCo, LLC, which is a wholly-owned subsidiary of Stratus Aero Partners LLC, which is a wholly-owned subsidiary of the Company in the Commercial Jet Engines and Parts segment. The revolving lines of credit at both Air T and AirCo 1 with Minnesota Bank & Trust ("MBT") have a due date or expire within the next twelve months. We are currently seeking to refinance these obligations prior to August 31, 2021; however, there is no assurance that we will be able to

execute this refinancing or, if we are able to refinance these obligations, that the terms of such refinancing would be as favorable as the terms of our existing credit facility.

With respect to alternative financing, AirCo 1 also intends to access debt financing under the Main Street Priority Loan Facility Program, established by the Federal Reserve in response to economic uncertainty caused by the COVID-19 pandemic. Main Street loans are intended to provide additional credit to companies that were in sound condition prior to the onset of the COVID-19 pandemic. While AirCo 1 believes that they qualify under the criteria set forth under the Main Street Priority Loan Facility Program, there is no assurance that AirCo 1 will obtain funding under the Main Street Priority Loan Facility Program or if such credit is obtained that it would be sufficient.

The obligation of AirCo 1 under the AirCo 1 Credit Agreement with MBT is not guaranteed by the Company. The Company is not liable for any other assets or liabilities of AirCo 1 and there are no cross-default provisions with respect to AirCo 1’s debt in any of the Company’s debt agreements with MBT. If AirCo 1 were to cease operations, the Company believes it, along with the rest of its businesses, will continue to operate, given that AirCo 1's obligation is not guaranteed by the Company.

In April 2020, the Company obtained loans under the PPP, as authorized by the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act"), of $8.2 million to help pay for payroll costs, mortgage interest, rent and utility costs. The Company will apply to MBT for forgiveness of the PPP Loan, however, forgiveness is not fully assured. The Company believes it is probable that the cash on hand (including that obtained from the PPP), net cash provided by operations from its remaining operating segments, together with its current revolving lines of credit, as amended or replaced, will be sufficient to meet its obligations as they become due in the ordinary course of business for at least 12 months following the date these financial statements are issued.

COVID-19 Pandemic

The Company is closely monitoring the impact of the COVID-19 pandemic on all aspects of its business. Even though the Company undertook measures to attempt to limit the effect of the pandemic and its impact on the Company, the Company continued to experience a decrease in revenues during the second fiscal quarter and the month of October. The extent to which the COVID-19 pandemic continues to impact the Company’s operations will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact, and the direct and indirect economic effects of the pandemic and containment measures, among others.

Financial Instruments Designated for Trading

Except for short sales of equity securities, the Company accounts for all other financial instruments (including derivative instruments) designated for trading in accordance with ASC 815. All changes in the fair value of the financial instruments designed for trading are recognized in earnings as they occur. Further, all gains and losses on derivative instruments designated for trading are presented net on the condensed consolidated Statements of Income (Loss). The fair value of derivative instruments designated for trading in a gain position are recorded in Other Current Assets and the fair value of derivative instruments designed for trading in a loss position are recorded in Accrued Expenses and Other on the condensed consolidated Balance Sheets.

The Company accounts for short sales of equity securities in accordance with ASC 942 and ASC 860. The obligations incurred in short sales are reported in Accrued Expenses and Other on the condensed consolidated Balance Sheets. They are subsequently measured at fair value through the income statement at each reporting date with gains and losses on securities. Interest on the short positions are accrued periodically and reported as interest expense. The market value of the Company’s equity securities and cash held by the broker are used as collateral against any outstanding margin account borrowings for purposes of short selling equities. This collateral is recorded in Other Current Assets on the condensed consolidated Balance Sheets.

The Company reports all cash receipts and payments resulting from the purchases and sales of securities, loans, and other assets that are acquired specifically for resale as operating cash flows.

Recently Adopted Accounting Pronouncements

In ~~February~~June 2016, the FASB issued ASU ~~2016-02, Leases~~2016-13, Financial Instruments—Credit Losses (Topic ~~842)~~ ~~as amended by multiple standards updates. The new~~326): Measurement of Credit Losses on Financial Instruments. This standard ~~provides that a lessee should recognize the~~significantly changes how entities will measure credit losses for most financial assets and ~~the liabilities~~certain other instruments that ~~arise from leases,~~are not measured at fair value through net income, including operating leases. Under the new requirements, a lessee will recognize in the statement of financial position a liability to make lease payments (the lease liability) and the right-of-use asset representing the right to the underlying asset for the lease term. For leases with a term of twelve months or less, the lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities.

trade receivables. The standard ~~is effective~~requires an entity to estimate its lifetime “expected credit loss” for ~~fiscal years beginning after December 15, 2018, including interim periods within~~ such fiscal year, with early adoption permitted. Topic 842 permits two transition methods: (1) a modified retrospective transition method requiring retrospective adjustment of each comparative presented withassets at inception, and record an ~~adjusting entry at~~allowance that, when deducted from the ~~beginning~~amortized cost basis of the ~~earliest comparative period presented and (2) a modified retrospective approach with no restatement of prior periods and an adjusting entry as of~~financial asset, presents the ~~effective date. Under both transition methods, entities may elect certain transition practical expedients that would be required~~net amount expected to be ~~applied to all leases.~~

collected on the financial asset. The Company adopted this standard on April 1, 2020. As of September 30, 2020, the standard indid not have a material impact on the fiscal year beginning April 1, 2019 using the modified retrospective transition method that does not require retrospective adjustment of the comparative periods. The Company reviewed existing leases to determine the impact of the adoption of the standard on itsCompany's condensed consolidated financial ~~statements. Implementation had an immaterial cumulative effect on retained earnings. Adoption resulted in the recognition of right-of-use assets of approximately $10.7 million,~~statements and ~~lease liabilities of approximately $11.2 million.~~

Upon adoption, the Company elected practical expedients related to a) short term lease exemption b) not separate lease and non-lease components c) not reassess whether expired or existing contracts contain leases, d) not reassess lease classification for existing or expired leases and e) not consider whether previously capitalized initial direct costs would be appropriate under the new standard.disclosures.

~~Recently Issued Accounting Pronouncements~~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 Company adopted this amendment on April 1, 2020. As of September 30, 2020, the amendment did not have a material impact on the Company's condensed consolidated financial statements and disclosures.

In October 2018, the FASB updated the Consolidation (Topic 810):Targeted Improvements to Related Party Guidance for Variable Interest Entities of the Accounting Standards Codification. The amendments in this update affect reporting entities that are required to

determine whether they should consolidate a legal entity under the guidance within the Variable Interest Entities Subsections of Subtopic 810-10, Consolidation—Overall. Indirect interests held through related parties in common control arrangements should be considered on a proportional basis for determining whether fees paid to decision makers and service providers are variable interests.

The Company adopted this amendment on April 1, 2020. As of September 30, 2020, the amendment did not have a material impact on the Company's condensed consolidated financial statements and disclosures.

~~The~~In December 2019, the FASB updated the Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes of the Accounting Standards Codification. For public business entities, the amendments in this ~~update~~Update are effective for fiscal years beginning after December 15, ~~2019,~~2020, and interim periods within those fiscal years. The amendments in this Update simplify the accounting for income taxes by removing the exception to the incremental approach for intraperiod tax allocation when there is a loss from continuing operations and income or a gain from other items (for example, discontinued operations or other comprehensive income), among other changes. The Company early adopted this amendment as of April 1, 2020. The amendment resulted in an immaterial impact to its condensed consolidated financial statements and disclosures.

Recently Issued Accounting Pronouncements

In January 2020, the FASB updated the Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)—Clarifying the Interactions between Topic 321, Topic 323, and Topic 815. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. The amendments clarify that an entity should consider observable transactions that require it to either apply or discontinue the equity method of accounting for the purposes of applying the measurement alternative in accordance with Topic 321 immediately before applying or upon discontinuing the equity method. The Company is currently evaluating the impact of this amendment on its condensed consolidated financial statements and disclosures.

In March 2020, the FASB issued ASU 2020-04- Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The amendments in this Update provide optional expedients and exceptions for applying generally accepted accounting principles (GAAP) to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments in this Update apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The expedients and exceptions provided by the amendments do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022, except for hedging relationships existing as of December 31, 2022, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship. Further, in accordance with the amendments in this Update, an entity may make a one-time election to sell, transfer, or both sell and transfer debt securities classified as held to maturity that reference a rate affected by reference rate reform and that are classified as held to maturity before January 1, 2020. The amendments are effective for all entities from the beginning of an interim period that includes the issuance date of this ASU. An entity may elect to apply the amendments prospectively through December 31, 2022. The Company is currently evaluating the impact of this amendment on our contracts, hedging relationships, and other transactions affected by reference rate reform.

2. Revenue Recognition

Substantially all of the Company’s revenue is derived from contracts with an initial expected duration of one year or less, as a result, the Company has applied the practical expedient to exclude consideration of significant financing components from the determination of transaction price, to expense costs incurred to obtain a contract, and to not disclose the value of unsatisfied performance obligations.

The following is a description of the Company’s performance obligations:


Type of Revenue			Nature, Timing of Satisfaction of Performance Obligations, and Significant Payment Terms
Product Sales			The Company generates revenue from sales of various distinct products such as parts, aircraft equipment, printing equipment, jet engines, airframes, and scrap metal to its customers. A performance obligation is created when the Company accepts an order from a customer to provide a specified product. Each product ordered by a customer represents a performance obligation. The Company recognizes revenue when obligations under the terms of the contract are satisfied; generally, this occurs at a point-in-time upon shipment or when control is transferred to the customer. Transaction prices are based on contracted terms, which are at fixed amounts based on standalone selling prices. While the majority of the Company's contracts do not have variable consideration, for the limited number of contracts that do, the Company records revenue based on the standalone selling price less an estimate of variable consideration (such as rebates, discounts or prompt payment discounts). The Company estimates these amounts based on the expected incentive amount to be provided to customers and reduces revenue accordingly. Performance obligations are short-term in nature and customers are typically billed upon transfer of control. The Company records all shipping and handling fees billed to customers as revenue. The terms and conditions of the customer purchase orders or contracts are dictated by either the Company’s standard terms and conditions or by a master service agreement or by the contract.
Support Services			The Company provides a variety of support services such as aircraft maintenance, printer maintenance, and short-term repair services to its customers. Additionally, the Company operates certain aircraft routes on behalf of FedEx. A performance obligation is created when the Company agrees to provide a particular service to a customer. For each service, the Company recognizes revenues over time as the customer simultaneously receives the benefits provided by the Company's performance. This revenue recognition can vary from when the Company has a right to invoice to the output or input method depending on the structure of the contract and management’s analysis. For repair-type services, the Company records revenue over-time based on an input method of costs incurred to total estimated costs. The Company believes this is appropriate as the Company is enhancing an asset that the customer controls as repair work, such as labor hours are incurred, and parts installed, is being performed. The vast majority of repair-services are short term in nature and are typically billed upon completion of the service. Some of the Company’s contracts contain a promise to stand ready as the Company is obligated to perform certain maintenance or administrative services. For most of these contracts, the Company applies the 'as invoiced' practical expedient as the Company has a right to consideration from the customer in an amount that corresponds directly with the value of the entity's performance completed to date. A small number of contracts are accounted for as a series and recognized equal to the amount of consideration the Company is entitled to less an estimate of variable consideration (typically rebates). These services are typically ongoing and are generally billed on a monthly basis.

In addition to the above type of revenues, the Company also has Leasing Revenue, which is in scope under Topic 842 (Leases) and out of scope under Topic 606 and Other Revenues (Freight, Management Fees, etc.) which are immaterial for disclosure under Topic 606.

1410

The following table summarizes disaggregated revenues by type (in thousands):

Three Months Ended September 30, Six Months Ended September 30,
2019 2018 2019 2018
Product Sales
Air Cargo $ 6,680 $ 5,003 $ 12,094 $ 10,523
Ground equipment sales 12,489 12,447 24,492 18,617
Commercial jet engines and parts 13,218 7,380 24,388 32,409
Printing equipment and maintenance 20 122 68 409
Corporate and other — — — —
Support Services
Air Cargo 13,033 11,985 25,927 24,082
Ground equipment sales 105 148 210 249
Commercial jet engines and parts 1,597 1,327 3,007 2,293
Printing equipment and maintenance 225 12 236 20
Corporate and other (8) 16 33 16
Leasing Revenue
Air Cargo — — — —
Ground equipment sales 33 15 53 46
Commercial jet engines and parts 2,941 1,826 6,655 3,027
Printing equipment and maintenance — — — —
Corporate and other 36 32 81 72
Other
Air Cargo 32 76 43 100
Ground equipment sales 114 228 236 312
Commercial jet engines and parts 45 110 78 234
Printing equipment and maintenance 4 5 9 10
Corporate and other 129 135 271 268
Total $ 50,693 $ 40,867 $ 97,881 $ 92,687

~~The following table summarizes total revenues by segment (in thousands):~~


		Three Months Ended September 30,						Six Months Ended September 30,							Three Months Ended September 30,					Six Months Ended September 30,
		2019		2018		2019		2018			2020		2019			2020		2019
Air cargo		$	19,745	$	17,064	$	38,064	$	34,705
Product Sales										Product Sales
Air Cargo										Air Cargo	$	5,728	$	6,680		$	10,043	$	12,094
Ground equipment sales	Ground equipment sales	12,741		12,838		24,991		19,224		Ground equipment sales	11,833		12,489			27,571		24,492
Commercial jet engines and parts	Commercial jet engines and parts	17,801		10,643		34,128		37,963		Commercial jet engines and parts	4,283		13,218			6,979		24,388
Printing equipment and maintenance		249		139		313		439
Corporate and other										Corporate and other	0		20			33		68
Support Services										Support Services
Air Cargo										Air Cargo	11,558		13,033			23,408		25,927
Ground equipment sales										Ground equipment sales	67		105			84		210
Commercial jet engines and parts										Commercial jet engines and parts	956		1,597			2,580		3,007
Corporate and other										Corporate and other	6		217			24		269
Leasing Revenue										Leasing Revenue
Air Cargo										Air Cargo	0		0			0		0
Ground equipment sales										Ground equipment sales	23		33			71		53
Commercial jet engines and parts										Commercial jet engines and parts	791		2,941			1,164		6,655
Corporate and other										Corporate and other	107		36			142		81
Other										Other
Air Cargo										Air Cargo	9		32			15		43
Ground equipment sales										Ground equipment sales	137		114			162		236
Commercial jet engines and parts										Commercial jet engines and parts	84		45			85		78
Corporate and other	Corporate and other	157		183		385		356		Corporate and other	22		133			215		280

Total	Total	$	50,693	$	40,867	$	97,881	$	92,687	Total	$	35,604	$	50,693		$	72,576	$	97,881

See Note 1 412 for the Company's disaggregated revenues by geographic region and Note 1 513 for the Company’s disaggregated revenues by segment. These notes disaggregate revenue recognized from contracts with customers into categories that depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors.

Contract Balances and Costs

Contract liabilities relate to deferred income and advanced customer deposits with respect to product sales. The following table presents outstanding contract liabilities as of April 1, ~~2019~~2020 and September 30, ~~2019~~2020 and the amount of contract liabilities that were recognized as revenue during the six-month period ended September 30, ~~2019~~2020 (in thousands):

Outstanding contract liabilities

Outstanding contract liabilities as of April 1, ~~2019~~2020
Recognized as Revenue

As of September 30, ~~2019~~2020

~~10,291~~1,480

As of April 1, ~~2019~~2020

~~1,867~~1,853

For the six months ended September 30, ~~2019~~2020

~~1,781~~

~~Contract assets primarily relate to deposits paid to vendors. The following table presents the amount of contract assets as of April 1, 2019 and September 30, 2019 (in thousands):~~


			~~Contract assets~~
~~As of September 30, 2019~~619			~~$5,174~~
~~As of April 1, 2019~~			~~1,743~~

3. ~~BusinessCombinations~~

~~Acquisition of Worthington Aviation Parts, Inc.~~

On May 4, 2018, Air T, Inc. completed the acquisition (the “Transaction”) of substantially all of the assets and assumed certain liabilities of Worthington Aviation Parts, Inc. (“Worthington”), pursuant to the Asset Purchase Agreement (the “Purchase Agreement”), dated as of April 6, 2018, by and among the Company, Worthington, and Churchill Industries, Inc., as guarantor of Worthington’s obligations as disclosed in the Purchase Agreement.

Worthington is primarily engaged in the business of operating, distributing and selling airplane and aviation parts along with repair services. The Company agreed to acquire the assets and liabilities in exchange for payment to Worthington of $50,000 as earnest money upon execution of the Agreement and a cash payment of $3,300,000 upon closing. Total consideration is summarized in the table below (in thousands):


~~Earnest money~~	$	50
~~Cash consideration~~	~~3,300~~
~~Cash acquired~~	~~(24)~~
~~Total consideration~~	$	~~3,326~~

The Transaction was accounted for as a business combination in accordance with ASC Topic 805 "Business Combinations." Assets acquired and liabilities assumed were recorded in the accompanying consolidated balance sheet at their estimated fair values as of May 4, 2018, with the excess of fair value of net assets acquired recorded as a bargain purchase gain. The most significant asset acquired was Worthington’s inventory. The following table outlines the consideration transferred and purchase price allocation at the respective estimated fair values as of May 4, 2018 (in thousands):


	~~May 4, 2018~~

~~ASSETS~~
~~Accounts receivable~~	$	~~1,929~~
~~Inventories~~	~~4,564~~
~~Other current assets~~	~~150~~
~~Property and equipment~~	~~392~~
~~Other assets~~	~~189~~
~~Intangible assets - tradename~~	~~138~~
~~Total assets~~	~~7,362~~

~~LIABILITIES~~
~~Accounts payable~~	~~1,289~~
~~Accrued expenses~~	~~175~~
~~Deferred tax liability~~	~~589~~
~~Total liabilities~~	~~2,053~~


~~Net assets acquired~~	~~5,309~~

~~Consideration paid~~	~~3,350~~
~~Less: Cash acquired~~	~~(24)~~
~~Bargain purchase gain~~	$	~~1,983~~

The transaction resulted in a bargain purchase gain because Worthington was a non-marketed transaction and in financial distress at the time of the acquisition. The seller engaged in a formal bidding process and determined Air T was the best option for Worthington. 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 $589,000. The resulting net bargain purchase gain after taxes was approximately $1,983,000. Total transaction costs incurred in connection with this acquisition were approximately $83,000.

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

4.3. Discontinued Operations

On September 30, 2019, the Company completed the sale of 100% of the equity ownership in the Company’s wholly-owned subsidiary, Global Aviation Services, LLC ("GAS") to PrimeFlight Aviation Services, Inc., a Delaware corporation. The agreement ~~includes~~included a purchase price of $21 million as well as an earn-out provision of $4 million if certain performance metrics ~~are~~were achieved by March 31, 2020. Those metrics were not achieved per the final settlement statement received during the three-months ended September 30, 2020. The Company received approximately $20.5 million of total proceeds at closing after the initial net working capital adjustment. The Company recognized a pre-tax gain on the sale of GAS of approximately $10.8 million with tax impact of $2.4 million for a net of tax gain of $8.4 million in the second quarter of 2019. ~~The gain is subject to change pending final settlement statement, final transaction costs and net working capital adjustments.~~

Summarized results of operations of GAS for the three and six months ended September 30, ~~2019~~2020 and ~~2018~~2019 through the date of disposition are as follows (in thousands):

Three Months Ended September 30, Six Months Ended September 30,
2019 2018 2019 2018
Net sales $ 8,120 $ 8,474 $ 16,637 $ 17,522
Operating Expense (9,015) (9,215) (17,319) (18,350)
Loss from discontinued operations before income taxes (895) (741) (682) (828)
Income tax benefit (660) (93) (612) (123)
Loss from discontinued operations, net of tax $ (235) $ (648) $ (70) $ (705)

~~The following table presents summary balance sheet information of GAS that is presented as discontinued operations as of March 31, 2019 (in thousands):~~


~~Assets:~~	~~March 31, 2019~~
~~Cash and cash equivalents~~	$	~~107~~
~~Accounts receivable, net~~	~~8,197~~
~~Income tax receivable~~	17
~~Inventories, net~~	~~2,512~~
~~Other current assets~~	~~769~~
~~Current assets of discontinued operations~~	~~11,601~~
~~Property and equipment, net~~	~~554~~
~~Intangible assets, net~~	~~228~~
~~Goodwill~~	~~190~~
~~Other non-current assets~~	~~292~~
~~Non-current assets of discontinued operations~~	~~1,264~~
~~Liabilities:~~
~~Accounts payable~~	~~1,144~~
~~Income tax payable~~	~~(226)~~
~~Accrued expenses~~	~~669~~
~~Current liabilities of discontinued operations~~	$	~~1,587~~


	Three Months Ended September 30,				Six Months Ended September 30,
	2020		2019		2020		2019
Net sales	$	0	$	8,120	$	0	$	16,637
Operating Income (Expense)	4		(9,015)		4		(17,319)
Gain/(Loss) from discontinued operations before income taxes	4		(895)		4		(682)
Income tax expense (benefit)	0		(660)		0		(612)
Gain/(Loss) from discontinued operations, net of tax	$	4	$	(235)	$	4	$	(70)

1812

4. Accrued Expenses


(in thousands)	September 30, 2020		March 31, 2020

Salaries, wages and related items	$	4,804	$	3,616
Profit sharing and bonus	2,447		3,349
Other	5,043		6,059
Total	$	12,294	$	13,024

5. Income Taxes

During the three-month period ended September 30, ~~2019,~~2020, the Company recorded ~~$296,000~~$1.5 million in income tax benefit ~~from continuing operations~~ at an effective tax rate ("ETR") of ~~12.2%~~31.5%. The Company records income taxes using ~~a discrete, year-to-date~~an estimated annual effective tax ~~expense calculation~~rate for interim reporting. The primary factors contributing to the difference between the federal statutory rate of 21.0% and the Company's effective tax rate for the three-month period ended September 30, 2020 were the change in valuation allowance related to Delphax, the estimated benefit for the exclusion of income for the Company's captive insurance company subsidiary under Section 831(b) and the exclusion from the tax provision of the minority owned portion of the pretax income of Contrail Aviation Support, LLC. During the three-month period ended September 30, 2019, the Company recorded $0.3 million in income tax benefit at an ETR of 12.2%. The primary factors contributing to the difference between the federal statutory rate of 21.0% and the Company's effective tax rate for the three-month period ended September 30, 2019 were the change in valuation allowance related to Delphax, the estimated ~~expense~~benefit for the exclusion of ~~loss~~income for the Company's captive insurance company subsidiary under Section 831(b), the estimated deduction for ~~Foreign-Derived Intangible Income,~~foreign derived intangible income, and the exclusion from the tax provision of the minority owned portion of the pretax income of Contrail Aviation Support, LLC. During the three month period ended September 30, 2018, the Company recorded $300,000 in income tax benefit from continuing operations at an ETR of 27.8%. The primary factors contributing to the difference between the federal statutory rate and the Company's effective tax rate for the three-month period ended September 30, 2018 were the estimated benefit for the exclusion of income for the Company's captive insurance company subsidiary under Section 831(b), the presentation of the tax impact of the bargain purchase gain and state income tax expense.

During the six-month period ended September 30, ~~2019,~~2020, the Company recorded ~~$668,000~~$1.8 million in income tax benefit ~~from continuing operations~~ at an ETR of ~~(55.6)%~~30.0%. The Company records income taxes using ~~a discrete, year-to-date~~an estimated annual effective tax ~~expense calculation~~rate for interim reporting. The primary factors contributing to the difference between the federal statutory rate of 21.0% and the Company's effective tax rate for the six-month period ended September 30, ~~2019~~2020 were the change in valuation allowance related to Delphax, the estimated ~~expense~~benefit for the exclusion of ~~loss~~income for the Company's captive insurance company subsidiary under Section 831(b), ~~the estimated deduction for Foreign-Derived Intangible Income,~~ and the exclusion from the tax provision of the minority owned portion of the pretax income of Contrail Aviation Support, LLC. During the six-month period ended September 30, ~~2018,~~2019, the Company recorded ~~$117,000~~$0.7 million in income tax ~~expense from continuing operations at~~benefit which resulted in an ~~ETR~~effective tax rate of ~~4.4%~~(55.6)%. The primary factors contributing to the difference between the federal statutory rate and the Company's effective tax rate for the six-month period ended September 30, ~~2018~~2019 were related to the change in valuation allowance related to Delphax, the estimated benefit for the exclusion of income for the Company's captive insurance company subsidiary ~~afforded~~ under Section 831(b), the ~~change in valuation allowance~~estimated deduction for foreign derived intangible income, and the ~~presentation~~exclusion from the tax provision of the ~~tax impact~~minority owned portion of the ~~bargain purchase gain.~~

~~For the three and six months ended September 30, 2019, the ETR in discontinued operations is 73.7% and 89.7%, respectively. The ETR is impacted by the effect~~pretax income of the release of the valuation allowance recorded in fiscal year 2019 against the $2 million impaired reinsurance contracts. For the three and six months ended September 30, 2018, the ETR in discontinued operations is 12.6% and 14.8%, respectively. The ETR is impacted by permanent, non-deductible items for tax.

Contrail Aviation Support, LLC.

1914

6. 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. ~~There were 3,151 anti-dilutive securities as of September 30, 2019.~~ The computation of basic and diluted earnings per common share is as follows (in ~~thousands)~~thousands, except for per share figures):


		Three Months Ended September 30,						Six Months Ended September 30,							Three Months Ended September 30,				Six Months Ended September 30,
		2019		2018		2019		2018			2020		2019		2020		2019
Net income (loss) from continuing operations		$	(2,122)	$	(779)	$	1,868	$	2,561
Net (income) loss from continuing operations attributable to non-controlling interests		(287)		106		(2,660)		(348)
Net income (loss) from continuing operations attributable to Air T, Inc. stockholders		(2,409)		(673)		(792)		2,213
Income (loss) from continuing operations per share:
Net (loss) income from continuing operations										Net (loss) income from continuing operations	$	(3,357)	$	(2,122)	$	(4,314)	$	1,868
Net loss (income) from continuing operations attributable to non-controlling interests										Net loss (income) from continuing operations attributable to non-controlling interests	433		(287)		549		(2,660)
Net loss from continuing operations attributable to Air T, Inc. Stockholders										Net loss from continuing operations attributable to Air T, Inc. Stockholders	(2,924)		(2,409)		(3,765)		(792)
Loss from continuing operations per share:										Loss from continuing operations per share:
Basic										Basic	$	(1.01)	$	(0.80)	$	(1.31)	$	(0.30)
Diluted										Diluted	$	(1.01)	$	(0.80)	$	(1.31)	$	(0.30)
Antidilutive shares excluded from computation of loss per share from continuing operations										Antidilutive shares excluded from computation of loss per share from continuing operations	5		4		5		4

Loss from discontinued operations, net of tax										Loss from discontinued operations, net of tax	0		(235)		0		(70)
Gain on sale of discontinued operations, net of tax										Gain on sale of discontinued operations, net of tax	4		8,359		4		8,359
Income from discontinued operations attributable to Air T, Inc. stockholders										Income from discontinued operations attributable to Air T, Inc. stockholders	4		8,124		4		8,289

Income from discontinued operations per share:										Income from discontinued operations per share:
Basic	Basic	$	(0.80)	$	(0.22)	$	(0.30)	$	0.72	Basic	$	0	$	2.69	$	0	$	3.14
Diluted	Diluted	$	(0.80)	$	(0.22)	$	(0.30)	$	0.72	Diluted	$	0	$	2.68	$	0	$	3.13

Loss from discontinued operations, net of tax		$	(235)	$	(648)	$	(70)	$	(705)
Gain on sale of discontinued operations, net of tax		8,359		—		8,359		—

Gain (loss) from discontinued operations attributable to Air T, Inc. stockholders		8,124		(648)		8,289		(705)

Income (loss) from discontinued operations per share:
(Loss) Income per share:										(Loss) Income per share:
Basic	Basic	$	2.69	$	(0.21)	$	3.14	$	(0.23)	Basic	$	(1.01)	$	1.89	$	(1.31)	$	2.84
Diluted	Diluted	$	2.68	$	(0.21)	$	3.13	$	(0.23)	Diluted	$	(1.01)	$	1.88	$	(1.31)	$	2.83
Antidilutive shares excluded from computation of loss per share										Antidilutive shares excluded from computation of loss per share	5		0		5		0

Weighted Average Shares Outstanding:	Weighted Average Shares Outstanding:									Weighted Average Shares Outstanding:
Basic	Basic	3,025		3,066		2,641		3,066		Basic	2,882		3,025		2,882		2,641
Diluted	Diluted	3,029		3,066		2,645		3,074		Diluted	2,882		3,029		2,882		2,645

On June 10, 2019, the Company effected a three-for-two stock split of its common stock in the form of a 50% stock dividend to ~~shareholders~~stockholders of record as of June 4, 2019. All share and earnings per share information have been retroactively adjusted to reflect the stock split and the incremental par value of the newly-issued shares was recorded with the offset to additional paid-in capital.

With respect to our September 30, ~~2019~~2020 Quarterly Report on Form 10-Q, the effect of the stock split was recognized retroactively in the stockholders’ equity accounts in the ~~Condensed Consolidated~~condensed consolidated Balance Sheets, and in all share data in the ~~Condensed Consolidated~~condensed consolidated Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations.

7. Investments in Securities and Derivative Instruments

As part of the Company’s interest rate risk management strategy, the Company, from time to time, uses derivative instruments to minimize significant unanticipated earnings fluctuations that may arise from rising variable interest rate costs associated with existing borrowings (Air T Term Note A and Term Note D). To meet these objectives, the Company entered into interest rate swaps with notional amounts consistent with the outstanding debt to provide a fixed rate of 4.56% and 5.09%, respectively, on Term Notes A and D. The swaps mature in January 2028. As of August 1, 2018, these swap contracts are designated as effective cash flow hedging instruments in accordance with ASC 815. The effective portion of changes in the fair value on these instruments is recorded in other comprehensive income and is reclassified into the consolidated statement of income as interest expense in the same period in which the underlying hedged transaction affects earnings. The interest rate swaps are considered Level 2 fair value measurements. As of September 30, ~~2019,~~2020 and March 31, 2020, the fair value of the interest-rate swap contracts was a liability of $0.9 million, which is included within other non-current liabilities in the condensed consolidated balance sheets. During the three and six months ended September 30, 2020, the Company ~~had~~recorded a ~~gross unrealized~~ gain ~~aggregating to $2,273~~of approximately $55.0 thousand and ~~gross unrealized losses aggregating to $420,208, which are included~~$29.0 thousand, net of tax, in the ~~Consolidated Statement~~condensed consolidated statement of ~~Income.~~comprehensive income (loss) for changes in the fair value of the instruments.

~~All investments in marketable securities~~The Company may, from time to time, employ trading strategies designed to profit from market anomalies and opportunities it identifies. Management uses derivative financial instruments to execute those strategies, which may include options, and futures contracts. These derivative instruments are priced using publicly quoted market prices and are considered Level 1 fair value measurements. During the three months ended September 30, 2020, related to these derivative instruments, the Company had a gross gain aggregating to $0.4 million and a gross loss aggregating to $0.1 million. During the six months ended September 30, 2020, related to these derivative instruments, the Company had a gross gain aggregating to $0.7 million and a gross loss aggregating to $0.1 million.

The following table presents these derivative instruments at fair value in the condensed consolidated balance sheets as of September 30, 2020 and March 31, 2020 (in thousands):


(In thousands)	September 30, 2020		March 31, 2020
Assets:
Exchange-traded options & futures
Other current assets	$	100	$	6
Total assets	100		6
Liabilities:
Exchange-traded options & futures
Accrued Expenses and other	71		36
Total liabilities	$	71	$	36

The Company also invests in exchange-traded marketable securities and accounts for that activity in accordance with ASC 321, Investments- Equity Securities. Marketable equity securities are carried at fair value, with changes in fair market value included in the determination of net income. The fair market value of marketable equity securities is determined based on quoted market prices in active markets. During the three months ended September 30, 2020, the Company had a gross unrealized gain aggregating to $0.1 million and a gross unrealized loss aggregating to $0.3 million. During the six months ended September 30, 2020, the Company had a gross unrealized gain aggregating to $0.7 million and a gross unrealized loss aggregating to $0.7 million. These unrealized gains and losses are included in Other Income (Loss) on the condensed consolidated Statement of Income.

The market value of the Company’s equity securities and cash held by the broker are periodically used as collateral against any outstanding margin account borrowings. As of September 30, 2020 and 2019, the Company had outstanding borrowings of $0.6 million and $18.1 thousand under its margin account, respectively, which is reflected in accrued expenses and other on the condensed consolidated balance sheets. As of September 30, 2020 and 2019, the Company had cash margin balances related to exchange-traded equity securities and securities sold short of $0.7 million and $0.2 million, respectively, which is reflected in other current assets on the condensed consolidated balance sheets. The interest rate on margin account borrowings was 5.5% as of September 30, 2020.

2016

8. Equity Method Investments

The Company’s investment in Insignia Systems, Inc. (“Insignia”) is accounted for under the equity method of accounting. The Company has elected a three-month lag upon adoption of the equity method. AtAs of September 30, ~~2019,~~2020, the Company held approximately 3.5 million shares of Insignia’s common stock representing approximately 29% of the outstanding shares. ~~For the quarter ended September 30, 2019, the~~The Company recorded approximately ~~$142,196~~$0.5 million and $0.8 million as its share of Insignia’s net loss for the three and six months ended June 30, ~~2019~~2020 along with a basis difference adjustment of approximately ~~$24,032. In addition, due to the adverse financial results as reported in Insignia's Form 10-Q for the quarter ended June 30, 2019 in addition to consideration of analyst reports~~$24.0 thousand and other qualitative factors, the Company determined that it has suffered from an other-than-temporary impairment in its investment in Insignia . As such, the Company recorded an impairment charge of $395,031 during the quarter ended September 30, 2019. After the impairment, the$48.0 thousand, respectively. The Company's net investment basis in Insignia is ~~$3,439,547~~$0.5 million as of September 30, ~~2019.~~2020.

On November 8, 2019, the Company made an investment of $2.8 million to purchase a 19.90% ownership stake in Cadillac Casting, Inc. ("CCI"), subsequently reduced to a 18.98% ownership stake as of September 30, 2020. The Company accounts for this investment under the equity method of accounting. Due to the differing fiscal year-ends, the Company has elected a three-month lag to record the CCI investment at cost, with a basis difference of $0.3 million. The Company recorded a loss of $30.4 thousand and $0.3 million as its share of CCI's net loss for the three and six months ended June 30, 2020, along with a basis difference adjustment of $12.5 thousand and $24.9 thousand, respectively. The Company's net investment basis in CCI is $2.9 million as of September 30, 2020.

Summarized unaudited financial information for ~~Insignia~~the Company's equity method investees for the three and six months ended June 30, ~~2019~~2020 and ~~2018~~2019 is as follows (in thousands):

Three
Months Ended
June 30, 2019 Three
Months Ended
June 30, 2018
Revenue $ 5,842 $ 8,245
Gross Profit 1,465 3,005
Operating income (loss) (683) 253
Net income (loss) (488) 184
Net income attributable to Air T, Inc. stockholders $ (166) $ 31


	Three Months Ended				Six Months Ended
	June 30, 2020		June 30, 2019		June 30, 2020		June 30, 2019
Revenue	$	12,138	$	29,885	$	34,074	$	60,222
Gross Profit	1,161		2,558		1,966		3,617
Operating loss	(1,814)		(1,045)		(4,192)		(3,371)
Net loss	(1,925)		(1,122)		(4,211)		(3,971)
Net loss attributable to Air T, Inc. stockholders	$	(542)	$	(166)	$	(1,112)	$	(488)

9. Inventories

Inventories consisted of the following (in thousands):


		September 30, 2019		March 31, 2019
							September 30, 2020		March 31, 2020
Ground equipment manufacturing:	Ground equipment manufacturing:					Ground equipment manufacturing:
Raw materials	Raw materials	$	4,191	$	2,498	Raw materials	$	5,628	$	4,192
Work in process	Work in process	910		1,660		Work in process	3,933		2,731
Finished goods	Finished goods	1,922		973		Finished goods	3,007		1,725
Printing equipment and maintenance
Corporate and Other:						Corporate and Other:
Raw materials	Raw materials	476		401		Raw materials	565		464
Finished goods	Finished goods	912		1,048		Finished goods	891		910
Commercial jet engines and parts	Commercial jet engines and parts	32,133		21,032		Commercial jet engines and parts	57,811		51,084
Total inventories	Total inventories	40,544		$	27,612	Total inventories	$	71,835	$	61,106
Reserves	Reserves	(174)		(157)		Reserves	(870)		(483)
Total inventories, net of reserves	Total inventories, net of reserves	$	40,370	$	27,455	Total inventories, net of reserves	$	70,965	$	60,623

A write-down of $0.5 million was recorded on the inventories of the commercial jet engines and parts segment during the three months ended September 30, 2020 due to a management decision to monetize two engines by sale to a third party, in which the net carrying values exceeded the estimated proceeds. As of September 30, 2020, included within total inventories was $9.5 million in remaining carrying values of these two engines which matches the estimated proceeds on sale.

2117

10. Leases

The Company has operating leases for the use of real estate, machinery, and office equipment. The majority of our leases have a lease term of 2 to 5 years; however, we have certain leases with longer terms of up to 30 years. Many of our leases include options to extend the lease for an additional period.

The lease term for all of the Company’s leases includes the non-cancellable period of the lease, plus any additional periods covered by either a Company option to extend the lease that the Company is reasonably certain to exercise, or an option to extend the lease controlled by the lessor that is considered likely to be exercised.

Payments due under the lease contracts include fixed payments plus, for some of our leases, variable payments. Variable payments are typically operating costs associated with the underlying asset and are recognized when the event, activity, or circumstance in the lease agreement on which those payments are assessed occurs. Our leases do not contain residual value guarantees.

The Company has elected to combine lease and non-lease components as a single component and not to recognize leases on the balance sheet with an initial term of one year or less.

The interest rate implicit in lease contracts is typically not readily determinable, and as such the Company utilizes the incremental borrowing rate to calculate lease liabilities, which is the rate incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment.

The components of lease cost for the three and six months ended September 30, 2020 and 2019 are as follows (in thousands):

Three Months Ended
September 30, 2019 Six
Months Ended
September 30, 2019
Operating lease cost $ 514 $ 920
Short-term lease cost 50 255
Variable lease cost 71 207
Sublease income — —
Total lease cost $ 635 $ 1,382


	Three Months Ended September 30,				Six Months Ended September 30,
	2020		2019		2020		2019
Operating lease cost	$	481	$	514	$	1,052	$	920
Short-term lease cost	139		50		201		255
Variable lease cost	216		71		291		207
Sublease income	0		0		0		0
Total lease cost	$	836	$	635	$	1,544	$	1,382

Amounts reported in the consolidated balance sheets for leases where we are the lessee as of the quarter ended September 30, ~~2019~~2020 and March 31, 2020 were as follows (in thousands):


	~~September 30, 2019~~
~~Operating leases~~
~~Operating lease right-of-use assets~~	$	~~7,154~~
~~Operating lease liabilities~~	$	~~7,577~~

~~Weighted-average remaining lease term~~	~~15.50 years~~
~~Operating leases~~

~~Weighted-average discount rate~~	~~4.51~~		%
~~Operating leases~~


	September 30, 2020			March 31, 2020
Operating leases
Operating lease right-of-use assets	$	8,097		$	8,116
Operating lease liabilities	8,722			8,647

Weighted-average remaining lease term	13 years, 9 months			14 years, 4 months
Operating leases

Weighted-average discount rate	4.4		%	4.5		%
Operating leases

Maturities of lease liabilities under non-cancellable leases where we are the lessee as of the quarter ended September 30, ~~2019~~2020 are as follows (in thousands):

Operating Leases
2020 (excluding the six months ended September 30, 2019) $ 786
2021 1,311
2022 1,131
2023 938
2024 637
2025 402
Thereafter 5,757
Total undiscounted lease payments $ 10,962
Less: Interest 2,890
Less: Discount 495
Total lease liabilities $ 7,577

~~At March 31, 2019, future minimum annual lease payments (foreign currency amounts translated using applicable March 31, 2019 exchange rates) are as follows (in thousands):~~


Year ended March 31,
2020		$	3,133
2021		2,115
					Operating Leases
2021 (excluding the six months ended September 30, 2020)				2021 (excluding the six months ended September 30, 2020)	$	879
2022	2022	1,625		2022	1,619
2023	2023	1,241		2023	1,440
2024	2024	692		2024	1,071
2025				2025	746
2026				2026	537
Thereafter	Thereafter	6,267		Thereafter	5,850
Total minimum lease payments		$	15,073
Total undiscounted lease payments				Total undiscounted lease payments	$	12,142
Less: Interest				Less: Interest	(2,877)
Less: Discount				Less: Discount	(543)
Total lease liabilities				Total lease liabilities	$	8,722

2318

11. Financing Arrangements

Borrowings of the Company and its subsidiaries are summarized below (in thousands) at September 30, ~~2019~~2020 and March 31, ~~2019,~~2020, respectively. ~~AirCo~~

On April 10, 2020, the Company entered into a loan with MBT in a principal amount of $8.2 million pursuant to the PPP Loan under the Coronavirus Aid, Relief, and ~~Contrail Aviation~~Economic Security Act (the “CARES Act”). The PPP Loan is evidenced by a promissory note (“~~Contrail”~~Note”) ~~are subsidiaries~~. The Note provides for customary events of default including, among other things, cross-defaults on any other loan with MBT. The PPP Loan may be accelerated upon the occurrence of an event of default.

The PPP Loan is unsecured and guaranteed by the United States Small Business Administration. The Company will apply to MBT for forgiveness of the PPP Loan, with the amount which may be forgiven equal to the sum of payroll costs, covered rent and mortgage obligations, and covered utility payments incurred by the Company during the 24-week period beginning on April 10, 2020, calculated in accordance with the terms of the CARES Act. The PPP Loan bears interest at a fixed annual rate of one percent (1%). Once the forgiveness determination is made, the Company will be required to make repayments plus interest on any unforgiven amount. As of September 30, 2020, the Company has used the funds received from the PPP loan on eligible expenses as outlined in the ~~commercial jet engines~~CARES Act.

On September 25, 2020, Contrail entered into a Third Amendment to Supplement #2 to Master Loan Agreement dated June 24, 2019 with ONB. The material changes within the Third Amendment are: (a) to extend the date for compliance with the provision where Contrail is required to pay down the total outstanding principal balance of its revolver to zero for at least thirty consecutive days to September 5, 2021; and ~~parts segment.~~(b) to extend the date for compliance with the required quarterly debt service coverage ratio covenant such that Contrail shall commence compliance with the covenant commencing on March 31, 2022 and on the last day of each fiscal quarter thereafter.

(In Thousands) September 30,
2019 March 31,
2019 Maturity Date Interest Rate Unused commitments as of September 30, 2019
  Revolver - MB&T $ 18,424 $ 12,403 November 30, 2019 Prime - 1% $ 1,576
  Term Note A - MB&T 8,250 8,750 January 1, 2028 1-month LIBOR + 2%
  Term Note B - MB&T 4,125 4,375 January 1, 2028 4.5%
  Term Note D - MB&T 1,574 1,607 January 1, 2028 1-month LIBOR + 2%
Debt - Trust Preferred Securities 9,632 — June 7, 2049 8%
Air T Debt 42,005 27,135
Revolver - MB&T — 3,820 May 21, 2019 7.5%
Revolver - MB&T 6,921 — November 30, 2019 greater of 6.50% or Prime + 2% 3,078
Term Loan - MB&T — 450 December 17, 2019 7.50%
Term Loan - MB&T — 400 June 17, 2020 7.25%
Term Loan - Park State — 2,100 June 17, 2020 8.50%
AirCo Debt 6,921 6,770
Revolver — — September 5, 2021 1-month LIBOR + 3% 20,000
Term Loan A 7,466 8,617 January 26, 2021 1-month LIBOR + 3.75%
Term Loan B 6,500 15,500 September 14, 2021 1-month LIBOR + 3.75%
Term Loan C 12,805 — August 1, 2024 1-month LIBOR + 3.75%
Contrail Debt - Old National 26,771 24,117
Total Debt 75,697 58,022
Less: Unamortized Debt Issuance Costs (317) (369)
Total Debt, net $ 75,380 $ 57,653

In addition, the Third Amendment adds an event of default to the Master Loan Agreement if Contrail does not consummate the $43.6 million loan transaction under the Main Street Priority Loan Facility Program established by the Fed by December 31, 2020. As of the issuance date of this report, the loan transaction has been finalized with ONB, however, the financing is in escrow pending final approval from the Fed. As the Fed's approval has not yet been granted as of the issuance date of this report, no assurance can be given at this time that this financing will be completed and funded.


(In Thousands)	September 30, 2020		March 31, 2020		Maturity Date	Interest Rate	Unused commitments
Air T Debt
Revolver - MB&T	$	942	$	0	August 31, 2021	Greater of 2.5% or Prime - 1%	$	16,058
Supplemental Revolver- MBT	0		9,550		June 30, 2020	Greater of 1-month LIBOR + 1.25% and 3%
Term Note A - MB&T	7,250		7,750		January 1, 2028	1-month LIBOR + 2%
Term Note B - MB&T	3,625		3,875		January 1, 2028	4.50%
Term Note D - MB&T	1,506		1,540		January 1, 2028	1-month LIBOR + 2%
Term Note E - MBT	8,451		0		June 25, 2025	Greater of LIBOR + 1.5% or 2.5%
Debt - Trust Preferred Securities	12,877		12,877		June 7, 2049	8.00%
PPP Loan	8,215		0		April 10, 2022	1.00%
Total	42,866		35,592

AirCo 1 Debt
Revolver - MB&T	7,500		8,335		August 31, 2021	Greater of 6.50% or Prime + 2%	0
Total	7,500		8,335

Contrail Debt
Revolver - ONB	21,764		21,284		September 5, 2021	1-month LIBOR + 3.45%	18,236
Term Loan A - ONB	5,602		6,285		January 26, 2021	1-month LIBOR + 3.75%
Term Loan E - ONB	5,171		6,320		December 1, 2022	1-month LIBOR + 3.75%
Term Loan F - ONB	7,933		8,358		May 1, 2025	1-month LIBOR + 3.75%
Total	40,470		42,247

Delphax Solutions Debt
Canadian Emergency Business Account Loan	30		0		December 31, 2025	5.00%
Total	30		0

Total Debt	90,866		86,174

Less: Unamortized Debt Issuance Costs	(253)		(354)
Total Debt, net	$	90,613	$	85,820

At September 30, ~~2019,~~2020, our contractual financing obligations, including payments due by period, are as follows (in thousands):


Due by	Amount
September 30, ~~2020~~2021	$	~~29,836~~46,363
~~September 30, 2021~~	~~17,535~~
September 30, 2022	~~4,172~~8,791
September 30, 2023	~~4,271~~3,842
September 30, 2024	~~4,138~~3,267
September 30, 2025	11,152
Thereafter	~~15,745~~17,451
	~~75,697~~90,866
Less: Unamortized Debt Issuance Costs	~~(317)~~(253)
	$	~~75,380~~90,613

On June 10, 2019, the Company completed a transaction with all holders of the Company’s Common Stock to receive a special, pro-rata distribution of three securities as enumerated below:

•A dividend of one additional share for every two shares already held (a 50% stock dividend, or the equivalent of a 3-for-2 stock split). See Footnote 6 for discussion.

•The Company issued and distributed to existing common shareholders an aggregate of 1.6 million trust preferred capital security ("TruPs") shares (aggregate $4.0 million stated value) and an aggregate of 8.4 million warrants ("Warrants") (representing warrants to purchase $21.0 million in stated value of TruPs). ~~The Warrants are exercisable for one year from issuance.~~

~~The issuance~~On January 14, 2020, Air T effected a one-for-ten reverse split of its TruPs. As a result of the reverse split, the stated value of the TruPs ~~and Warrants on June 10, 2019 is disclosed on our consolidated statements~~will be $25.00 per share. Further, each Warrant conferred upon its holder the right to purchase one-tenth of ~~equity as well as within~~a share of TruPs for $2.40, representing a 4% discount to the ~~supplemental non-cash disclosure~~new stated value of ~~the Company's consolidated statements~~$2.50 for one-tenth of ~~cash flows.~~a share. As of September 30, ~~2019, 2,252,797~~2020, 3.6 million Warrants have been exercised. As a result, the amount outstanding on the Company's Debt - Trust Preferred Securities is ~~$9,632,243~~$12.9 million as of September 30, ~~2019.~~2020.

At September 30, ~~2019,~~2020, the Company had Warrants outstanding and exercisable to purchase ~~6,147,203~~4.8 million shares of its TruPs at an exercise price of $2.40 per ~~share, which represents~~per one-tenth of a ~~discount~~share. On September 2, 2020, the Company announced the extension of the expiration date of the Warrants. The Warrants, previously scheduled to ~~the $2.50 face value of each Trust Preferred Security. The Warrants~~expire on September 8, 2020, are extended and now will expire on ~~June 7, 2020~~January 15, 2021 or earlier upon redemption or liquidation.


	Fair Value Measurement as of September 30, ~~2019~~2020
Warrant liability (Level 2)	$	~~614,720~~485

As of September 30, ~~2019,~~2020, the Warrants are recorded within "Other non-current liabilities" on our condensed consolidated balance sheets. Fair value measurement was based on market activity and trading volume as observed on the NASDAQ Global Market. The liability is classified as Level 2 in the hierarchy (Level 2 is defined as quoted prices in markets that are not active or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability).

~~On August 16, 2019, Contrail entered into a term loan agreement with to borrow $13 million at the interest rate of LIBOR plus 3.75% per annum. The maturity date of the term loan is August 1, 2024.~~

On September 24, 2019, Air T amended the MBT revolver ("Air T Revolver") to temporarily increase the borrowing commitment from $17 million to $20 million. All other terms of the credit agreement remain unchanged. As noted in ~~Footnote~~ 17 - Subsequent Events, on November 8, 2019, Air T extended the maturity date of the Air T Revolver to February 28, 2020. The principal amount reverted back to $17 million. Concurrently, the Company also extended the maturity date of the AirCo MBT revolver ("AirCo Revolver") to February 28, 2020. Principal amount and terms of the AirCo Revolver remained unchanged.

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.

As of August 1, 2018, these swap contracts were designated as cash flow hedging instruments and qualified as effective hedges in accordance with ASC 815-30. The effective portion of changes in the fair value on these instruments is recorded in other comprehensive income and is reclassified into the consolidated statement of income as interest expense in the same period in which the underlying hedge transaction affects earnings. As of September 30, 2019 and March 31, 2019, the fair value of the interest-rate swap contracts was a liability of $570,069 and $227,000, respectively, which is included within other non-current liabilities in the consolidated balance sheets. During the three months ended September 30, 2019, the Company recorded a loss of approximately $88,000, net of tax, in the consolidated statement of comprehensive income (loss) for changes in the fair value of the instruments.

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12. Geographical information

Total tangible long-lived assets, net of accumulated depreciation, located in the United States, the Company's country of domicile, and held outside the United States are summarized in the following table as of September 30, 2020 and March 31, 2020 (in thousands):

~~12.~~


	September 30, 2020		March 31, 2020
United States	$	11,215	$	19,086
Foreign	12,944		14,131
Total tangible long-lived assets, net	$	24,159	$	33,217

The Company's tangible long-lived assets, net of accumulated depreciation, held outside of the United States represent engines and aircraft on lease at September 30, 2020. The net book value located within each individual country at September 30, 2020 and March 31, 2020 is listed below (in thousands):


	September 30, 2020		March 31, 2020
Spain	$	10,363	$	0
Netherlands	2,574		4,778
Estonia	0		7,408
Mexico	0		1,845
Other	7		100
Total tangible long-lived assets, net	$	12,944	$	14,131

Total revenue from continuing operations, in and outside the United States is summarized in the following table for the six months ended September 30, 2020 and September 30, 2019 (in thousands):


	September 30, 2020		September 30, 2019
United States	$	67,163	$	75,891
Foreign	5,413		21,990
Total revenue	$	72,576	$	97,881

13. Segment Information

The Company has 4 business segments: overnight air cargo, ground equipment sales, commercial jet engine and parts segment and corporate and other. Segment data is summarized as follows (in thousands):


(In Thousands)	Three Months Ended September 30,				Six Months Ended September 30,
	2020		2019		2020		2019
Operating Revenues by Segment:
Overnight Air Cargo	$	17,295	$	19,745	$	33,466	$	38,064
Ground Equipment Sales:
Domestic	10,996		12,102		26,807		22,961
International	1,064		639		1,081		2,030
Total Ground Equipment Sales	12,060		12,741		27,888		24,991
Commercial Jet Engines and Parts:
Domestic	4,155		6,102		6,625		14,288
International	1,959		11,699		4,183		19,840
Total Commercial Jet Engines and Parts	6,114		17,801		10,808		34,128
Corporate and other:
Domestic	67		332		264		556
International	68		74		150		142
Total Corporate and other	135		406		414		698
Total	$	35,604	$	50,693	$	72,576	$	97,881

Operating Income (Loss):
Overnight Air Cargo	573		254		1,127		271
Ground Equipment Sales	924		1,221		3,140		2,568
Commercial Jet Engines and Parts	(2,275)		1,083		(3,177)		2,971
Corporate and other	(2,906)		(2,092)		(5,039)		(4,345)
Total	$	(3,684)	$	466	$	(3,949)	$	1,465

Capital Expenditures:
Overnight Air Cargo	93		26		144		56
Ground Equipment Sales	0		286		111		10
Commercial Jet Engines and Parts	1,054		16,005		1,510		17,656
Corporate and other	0		51		28		72
Total	$	1,147	$	16,368	$	1,793	$	17,794

Depreciation and Amortization:
Overnight Air Cargo	19		19		35		37
Ground Equipment Sales	46		57		114		102
Commercial Jet Engines and Parts	978		1,457		1,360		3,192
Corporate and other	106		162		249		304
Total	$	1,149	$	1,695	$	1,758	$	3,635

14. 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 condensed 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.

The Company concluded that its investments in Delphax’s equity and debt, and its investment in the Delphax warrant, each constituted a variable interest. In addition, the Company concluded that it became the primary beneficiary of Delphax on November 24, 2015. The Company consolidated Delphax in its condensed consolidated financial statements beginning on that date. Delphax is included within our Corporate and other segment.

~~The following table sets forth the carrying values of Delphax’s assets and liabilities as of September 30, 2019 and March 31, 2019 (in thousands):~~

September 30, 2019 March 31, 2019
ASSETS
Current assets:
Cash and cash equivalents $ 13 $ 12
Accounts receivable, net 50 47
Other current assets 9 59
Total current assets 72 118
Other tax receivables-long-term — 311
Total assets 72 429
LIABILITIES
Current liabilities:
Accounts payable 96 2,151
Accrued expenses 392 3,158
Short-term debt — 1,750
Total current liabilities 488 7,059
Total liabilities 488 7,059
Net Liabilities $ (416) $ (6,630)

Upon petition by the Company, on August 8, 2017 the Ontario Superior Court of Justice in Bankruptcy and Insolvency adjudged Delphax Canada to be bankrupt. As a result, Delphax Canada ceased to have capacity to deal with its property, which then vested in the trustee in bankruptcy of Delphax Canada subject to the rights of secured creditors. As of June 30, 2019, the bankruptcy proceedings were finalized in accordance with Canadian law and, therefore, Delphax Canada was legally discharged of its liabilities.

The conclusion of the bankruptcy proceedings also resulted in the dissolution of Delphax Canada. In addition, on June 11, 2019, the Company ~~has~~ also fully dissolved Delphax UK. As such, the only Delphax entity that remains in existence as of ~~September 30, 2019~~March 31, 2020 is Delphax France. The Company extinguished the assets and liabilities of Delphax Canada and Delphax UK during the quarter ended June 30, 2019 and recognized a gain on dissolution of entities of ~~$4,509,302.~~$4.5 million.

Delphax had total assets and liabilities with carrying values of $9.6 thousand and 0.5 million, as of September 30, 2020 and $11.0 thousand and $0.5 million, as of March 31, 2020.

Delphax’s ~~revenues and expenses~~components of net income (loss) are included in our consolidated financial statements beginning November 24, 2015 through September 30, 2019. 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 Delphax warrant ("Delphax warrant") provides that in the event that dividends are paid on the common stock of Delphax, the holder of the Delphax warrant is entitled to participate in such dividends on a ratable basis as if the Delphax 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 Delphax 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 0. 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 quarters ended September 30, 2019 and September 30, 2018 the attribution of Delphax losses to non-controlling interests was 33% and 33%, respectively.

~~The following table sets forth the revenue and expenses of Delphax prior to intercompany eliminations that are included in the Company’s~~ condensed consolidated ~~statement~~statements of income ~~for~~and comprehensive income herein. For the ~~three~~six months ended September 30, 2020 and September 30, 2019, ~~and 2018 (in thousands):~~

Six Months Ended September 30,
2019 2018
Operating Revenues $ — $ —
Operating Expenses:
Cost of sales — —
General and administrative 125 222
125 222
Operating Loss (125) (222)
Non-operating Income (Expenses), net 6,237 (46)
Income (Loss) Before Income Taxes 6,112 (268)
Income Taxes — —
Net Income (Loss) $ 6,112 $ (268)

~~13.~~ ~~ShareRepurchase~~

~~On May 14, 2014,~~Delphax did not recognize any revenue. For the Company announced that its Board of Directors had authorized a program to repurchase up to 750,000 shares of the Company’s common stock from time to time on the open market or in privately negotiated transactions, in compliance with SEC Rule 10b-18, over an indefinite period.

~~During the three~~six months ended September 30, ~~2019, the Company repurchased 5,883 shares at~~2020, Delphax recorded net loss of $32.0 thousand, broken out between an ~~aggregate cost~~operating loss of ~~$101,039. These shares are reflected as retired as~~$38.0 thousand and non-operating income of ~~September 30, 2019 in accordance with the intent of the authorized share repurchase program. The Company has reduced common stock and retained earnings to reflect the retirement of those shares.~~

~~14.~~ ~~Geographical information~~

Total property and equipment, including assets on lease, net of accumulated depreciation, located in the United States, the Company's country of domicile, and held outside the United States are summarized in the following table as of September 30, 2019 and March 31, 2019, in thousands:

September 30, 2019 March 31, 2019
United States $ 18,321 $ 4,393
Foreign 7,008 25,035
Total property and equipment, net $ 25,329 $ 29,428

The Company's tangible long-lived assets, net of accumulated depreciation, held outside of the United States represent engines and aircraft on lease at September 30, 2019. The net book value located within each individual country at September 30, 2019 and March 31, 2019 is listed below, in thousands:

September 30, 2019 March 31, 2019
Australia $ 3 $ 5
Mexico 1,845 2,681
Netherlands 5,160 5,541
China — 16,808
Total property and equipment, net $ 7,008 $ 25,035

~~Total revenue from continuing operations, in and outside the United States is summarized in the following table for~~$6.0 thousand. For the six months ended September 30, 2019, Delphax recorded net income of $6.1 million, broken out between an operating loss of $125.0 thousand and ~~September 30, 2018, in thousands:~~

September 30, 2019 September 30, 2018
United States $ 75,891 $ 79,267
Foreign 21,990 13,420
Total revenue from continuing operations $ 97,881 $ 92,687

non-operating income of $6.2 million, the majority of which was the result of the gain on dissolution of entities of $4.5 million.

2822

15. ~~Segment Information~~

The Company has 5 business segments: overnight air cargo, ground equipment sales, commercial jet engine and parts segment, printing equipment and maintenance and corporate and other. Segment data is summarized as follows (in thousands):

(In Thousands) Three Months Ended
September 30, Six Months Ended
September 30,
2019 2018 2019 2018
Operating Revenues by Segment:
Overnight Air Cargo $ 19,745 $ 17,064 $ 38,065 $ 34,705
Ground Equipment Sales:
Domestic 12,102 11,070 22,960 16,362
International 639 1,776 2,030 2,871
Total Ground Equipment Sales 12,741 12,846 24,990 19,233
Printing Equipment and Maintenance:
Domestic 175 3 197 194
International 74 137 120 245
Total Printing Equipment and Maintenance 249 140 317 439
Commercial Jet Engines and Parts:
Domestic 6,203 5,341 14,631 27,659
International 11,699 5,302 19,840 10,304
Total Commercial Jet Engines and Parts 17,902 10,643 34,471 37,963
Corporate and other 542 189 1,141 365
Intercompany (486) (15) (1,103) (18)
Total 50,693 40,867 97,881 92,687
Operating Income (Loss):
Overnight Air Cargo 216 197 264 1,253
Ground Equipment Sales 1,221 697 2,568 1,091
Printing Equipment and Maintenance (381) (413) (837) (654)
Commercial Jet Engines and Parts 1,193 575 3,191 3,788
Corporate and other (1,902) (1,935) (3,860) (3,666)
Intercompany 119 — 139 —
Total 466 (879) 1,465 1,812
Capital Expenditures:
Overnight Air Cargo 26 29 56 34
Ground Equipment Sales 286 156 10 296
Printing Equipment and Maintenance — — — —
Commercial Jet Engines and Parts 16,005 19,287 17,656 19,471
Corporate and other 51 34 72 111
Total 16,368 19,506 17,794 19,912
Depreciation, Amortization and Impairment:
Overnight Air Cargo 19 21 37 44
Ground Equipment Sales 63 65 116 157
Printing Equipment and Maintenance 27 15 30 30
Commercial Jet Engines and Parts 1,456 1,456 3,192 2,554
Corporate and other 137 151 277 296
Intercompany — (1) (3) (3)
Total $ 1,702 $ 1,707 $ 3,649 $ 3,078

~~16.~~ Commitments and Contingencies

Contrail Aviation Support, LLC (“Contrail Aviation”), a subsidiary of the Company, completed the purchase of all of the assets owned by Contrail Aviation Support, Inc. (the “Seller”) in July 2016. As part of this purchase, Contrail Aviation agreed to pay contingent additional deferred consideration of up to a maximum of $1,500,000 per year and $3,000,000 in the aggregate. The Company has paid

~~in full the contingent consideration as of September 30, 2019 and there is 0 remaining liability as of September 30, 2019.~~

Contrail Aviation entered into an Operating Agreement (the “Operating Agreement”) with the Seller providing for the governance of and the terms of membership interests in Contrail Aviation and including put and call options (“Put/Call Option”). The Put/Call Option permits the Seller to require Contrail Aviation to purchase all of the Seller’s equity membership interests in Contrail Aviation commencing on the fifth anniversary of the acquisition, which is on July 18, 2021. 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. In addition, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The fair value of the redeemable non-controlling interest is ~~$6,000,000.~~$5.0 million as of September 30, 2020. The net change in the redemption value compared to March 31, ~~2019~~2020 is ~~an increase~~a decrease of ~~$524,000,~~$1.1 million, of which ~~$203,858~~$0.5 million was related to the net change in fair value during the six months ended September 30, ~~2019,~~2020, which is reflected on our condensed consolidated statements of equity.

~~17.~~16. Subsequent Events

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

On November 8, 2019, we extended the maturity date of the Air T Revolver to February 28, 2020. The borrowing capacity returned to $17 million from a temporary increase to $20 million on September 24, as mentioned in ~~Footnote 12, Financing Arrangements~~. Concurrently, the Company also extended the maturity date of the AirCo Revolver to February 28, 2020. Principal amount remained at $10 million. All other terms for both agreements remained unchanged.

On November 8, 2019, the Company purchased a 19.90% interest in Cadillac Castings, Inc, a Michigan corporation (“Cadillac”). The purchase price for the interest acquired approximated $3,000,000. Cadillac is a full-service ductile iron foundry located in Cadillac, Michigan. Cadillac operates a 275,000 square-foot facility located on 43 acres and is ~~a major supplier of engineered ductile iron, including high silicon molybdenum cast components.~~

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 holding company with a portfolio of operating businesses and financial assets. Our goal is to prudently and strategically diversify Air T’s earnings power and compound the growth in its free cash flow per share over time.

We currently operate in ~~five~~four industry segments:

•Overnight air cargo, which operates in the air express delivery services industry;

•Ground equipment sales, which manufactures and provides mobile deicers and other specialized equipment products to passenger and cargo airlines, airports, the military and industrial customers;

•Commercial aircraft, engines and parts, which manages and leases aviation assets; supplies surplus and aftermarket commercial jet engine components; provides commercial aircraft disassembly/part-out services; commercial aircraft parts sales; procurement services and overhaul and repair services to ~~airlines;~~

•Printing equipment and maintenance, which designs, manufactures and sells advanced digital print production equipment and provides maintenance services to commercial customers; and commercial aircraft companiesairlines and,

•Corporate and other, which acts as the capital allocator and resource for other consolidated businesses. Further, Corporate and other also comprises of insignificant businesses that do not pertain to other reportable segments.

On September 30, 2019, we completed the sale of 100% of the equity ownership in the Company's wholly-owned subsidiary, Global Aviation Services, LLC.

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.~~income and Adjusted EBITDA.

~~All discussions~~Results of Operations

Outlook

The outbreak of COVID-19 and ~~disclosures below~~its impact on the current financial, economic and capital markets environment, and future developments in these and other areas present uncertainty and risk with respect to our financial condition and results of operations. Each of our businesses remain open. However, as a result of measures taken to limit the impact of COVID-19, self-quarantines or actual viral health issues, we initially experienced a substantial number of disruptions, and have experienced and continue to experience a reduction in demand for commercial aircraft, jet engines and parts compared to historical periods. Furthermore, while operating expenses at our businesses have decreased, we expect that many of our businesses will generate substantially reduced operating cash flows. We expect that these impacts are ~~in thousands, unless stated otherwise.~~likely to continue to some extent as the outbreak persists and potentially lasts even longer. The rapid development and fluidity of this situation precludes any prediction as to the ultimate adverse impact of COVID-19 on economic and market conditions, and, as a result, present material uncertainty and risk with respect to us and our results of operations.

Second Quarter Fiscal 2020 Compared to Second Quarter Fiscal 2019

Consolidated revenue ~~increased~~decreased by ~~$9,826~~$15.1 million or ~~24%~~30% to ~~$50,693~~$35.6 million for the three-month period ended September 30, ~~2019~~2020 compared to the same quarter in the prior fiscal year.

Following is a table detailing revenue by segment, net of intercompany during the three months ended September 30, ~~2019~~2020 compared to the same quarter in the prior fiscal year (in thousands):

Three Months Ended
September 30, Change
2019 2018
Overnight Air Cargo $ 19,745 $ 17,064 $ 2,681 16 %
Ground Equipment Sales 12,741 12,838 (97) (1) %
Commercial Jet Engines and Parts 17,801 10,643 7,158 67 %
Printing Equipment and Maintenance 249 139 110 79 %
Corporate and other 157 183 (26) (14) %
$ 50,693 $ 40,867 $ 9,826 24 %


	Three Months Ended September 30,				Change
	2020		2019
Overnight Air Cargo	$	17,295	$	19,745	$	(2,450)	(12)	%
Ground Equipment Sales	12,060		12,741		(681)		(5)	%
Commercial Jet Engines and Parts	6,114		17,801		(11,687)		(66)	%
Corporate and Other	135		406		(271)		(67)	%
	$	35,604	$	50,693	$	(15,089)	(30)	%

Revenues from the air cargo segment increased by $2,681 (16%) compared to the second quarter of the prior fiscal year. The increase was principally attributable to higher administrative fees and pass-through revenues to FedEx and higher sales to maintenance customers outside of FedEx.

The ground equipment sales segment contributed approximately $12,741 and $12,838 to the Company’s revenues for the three-month periods ended September 30, 2019 and 2018 respectively, representing a $97 (1)% decrease in the current quarter. At September 30, 2019, the ground equipment sales segment’s order backlog was $36.2 million compared to $30.6 million at September 30, 2018.

The commercial jet engines and parts segment contributed $17,801 of revenues in the quarter ended September 30, 2019 compared to $10,643 in the comparable prior year quarter which is an increase of $7,158 or 67%. The increase was primarily driven by Contrail's higher aircraft and component sales as well as higher lease revenue in the current quarter.

3124

Revenues from the air cargo segment for the three-month period ended September 30, 2020 decreased by $2.5 million (12%) compared to the second quarter of the prior fiscal year. The decrease was principally attributable to lower maintenance revenue as a result of fewer operating aircraft due to COVID-19.

The ground equipment sales segment contributed approximately $12.1 million and $12.7 million to the Company’s revenues for the three-month periods ended September 30, 2020 and 2019 respectively, representing a $0.7 million (5%) decrease in the current quarter. The decrease was primarily driven by lower sales in commercial ultimate deicers due to COVID-19. At September 30, 2020, the ground equipment sales segment’s order backlog was $36.8 million compared to $36.2 million at September 30, 2019.

The commercial jet engines and parts segment contributed $6.1 million of revenues in the quarter ended September 30, 2020 compared to $17.8 million in the comparable prior year quarter which is a decrease of $11.7 million (66%). The decrease is primarily attributable to the fact that all the companies within this segment had lower engine and component sales and lease income due to the impact of COVID-19.

Following is a table detailing operating income (loss) by segment during the three months ended September 30, ~~2019~~2020 compared to the same quarter in the prior fiscal year (in thousands):

Three Months Ended September 30, 2019 Change
2019 2018
Overnight Air Cargo $ 254 $ 198 $ 56 28 %
Ground Equipment Sales 1,221 696 525 75 %
Commercial Jet Engines and Parts 1,083 575 508 88 %
Printing Equipment and Maintenance (300) (413) 113 (27) %
Corporate and other (1,791) (1,935) 144 (7) %
$ 467 $ (879) $ 1,346 n/m


	Three Months Ended September 30, 2020				Change
	2020		2019
Overnight Air Cargo	$	573	$	254	$	319
Ground Equipment Sales	924		1,221		(297)
Commercial Jet Engines and Parts	(2,275)		1,083		(3,358)
Corporate and Other	(2,906)		(2,092)		(814)
	$	(3,684)	$	466	$	(4,150)

Consolidated operating loss for the quarter ended September 30, 2020 was $3.7 million, a decrease of $4.2 million from operating income of $0.5 million in the comparable quarter of the prior year.

Operating income for the air cargo segment for the quarter ended September 30, 2020 increased by $0.3 million versus the comparable quarter of the prior year due primarily to more efficient labor utilization and broad-based operational improvements led by a new management team offset by impacts of COVID-19 on demand.

The ground equipment sales segment operating income for the quarter ended September 30, ~~2019 was $467, an increase of $1,346~~2020 decreased by $0.3 million from the ~~operating loss of $879 in the~~prior year comparable quarter ~~of the prior year.~~

~~The ground equipment sales segment operating income increased by $525 (75%)~~ to ~~$1,221.~~$0.9 million. This ~~increase~~decrease was primarily attributable to the ~~fact that~~decreased sales noted in the ~~current quarter contained higher margin orders when compared to prior quarter sales that included broader product mix with lower margin orders.~~segment revenue discussion above.

The commercial jet engines and parts segment generated an operating ~~income~~loss of ~~$1,083~~$2.3 million in the current-year quarter compared to an operating income of ~~$575~~$1.1 million in the prior-year quarter. The change was ~~due~~primarily attributable to ~~Contrail's higher margin~~the decreased aircraft engines and component sales ~~offset by higher medical claims costs~~as well as lease income due to COVID-19 at ~~other~~the companies within this segment as explained in the ~~same segment.~~

~~Consolidated operating expenses increased by $8,482 or 20% to $50,227 in the current year quarter. The increase in operating expenses was primarily driven by the commercial jet engines and parts~~ segment ~~and the ground equipment sales segment. The higher operating expenses was a direct result of increased sales in these two segments.~~revenue discussion above.

Following is a table detailing non-operating income (loss) during the three months ended September 30, ~~2019~~2020 compared to the same quarter in the prior fiscal year (in thousands):


		Three Months Ended September 30,								Change	Three Months Ended September 30,				Change
		2019		2018					2020		2019
Other-than-temporary impairment loss on investments	Other-than-temporary impairment loss on investments	$	(395)	$	—	$	(395)	Other-than-temporary impairment loss on investments	$	—	$	(395)	$	395
Interest expense	Interest expense	(2,047)		(714)		(1,333)		Interest expense	(1,081)		(2,047)		966
Gain on settlement of bankruptcy	Gain on settlement of bankruptcy	18		—		18		Gain on settlement of bankruptcy	—		18		(18)
Bargain purchase acquisition gain		14		—		14
Income (Loss) from equity method investments		(34)		160		(194)
Loss from equity method investments								Loss from equity method investments	(498)		(34)		(464)
Other	Other	(440)		354		(794)		Other	359		(426)		785
		$	(2,884)	$	(200)	$	(2,684)		$	(1,220)	$	(2,884)	$	1,664

The Company had a net non-operating loss of ~~$(2,884)~~$1.2 million for the quarter ended September 30, ~~2019, an increase~~2020, a decrease of ~~$(2,684)~~$1.7 million from ~~$(200)~~$2.9 million in the prior-year quarter, principally due to an impairment loss in the investment of Insignia of ~~$(395)~~$0.4 million in the prior-

year quarter and ~~an increase~~a realized gain on sales of securities of $0.5 million in ~~interest expense of $(1,333) generated by increased debt activities as detailed in~~ ~~Footnote 11~~.

~~Pretax loss from continuing operations for~~ the ~~three-month period ended September 30, 2019 was $(2,418)~~current-year quarter compared to ~~$(1,079)~~none in the ~~prior year comparable period, which was primarily attributable to the increase in non-operating loss of $(2,684), offset by increase in operating income of $1,346 as explained above.~~

prior-year quarter.

During the three-month period ended September 30, ~~2019,~~2020, the Company recorded ~~$296~~$1.5 million in income tax benefit at an effective tax rate ("ETR") of ~~12.24%~~31.5%. The Company records income taxes using ~~a discrete, year-to-date~~an estimated annual effective tax ~~expense calculation~~rate for interim reporting. The primary factors contributing to the difference between the federal statutory rate of ~~21%~~21.0% and the Company's effective tax rate for the three-month period ended September 30, 2020 were the change in valuation allowance related to Delphax, the estimated benefit for the exclusion of income for the Company's captive insurance company subsidiary under Section 831(b), and the exclusion from the tax provision of the minority owned portion of the pretax income of Contrail Aviation Support, LLC. During the three-month period ended September 30, 2019, the Company recorded $0.3 million in income tax benefit at an ETR of 12.2%. The primary factors contributing to the difference between the federal statutory rate of 21.0% and the Company's effective tax rate for the three-month period ended September 30, 2019 were the change in valuation allowance related to Delphax, the estimated ~~expense~~benefit for the exclusion of ~~loss~~income for the Company's captive insurance company subsidiary under Section 831(b), the estimated deduction for ~~Foreign-Derived Intangible Income,~~foreign derived intangible income, and the exclusion from the tax provision of the minority owned portion of the pretax income of Contrail Aviation Support, LLC. ~~During~~

First Six Months of Fiscal 2020 Compared to First Six Months of Fiscal 2019

Following is a table detailing revenue by segment (in thousands):


	Six Months Ended September 30,				Change
	2020		2019

Overnight Air Cargo	$	33,466	$	38,064	$	(4,598)	(12)	%
Ground Equipment Sales	27,888		24,991		2,897		12	%
Commercial Jet Engines and Parts	10,808		34,128		(23,320)		(68)	%
Corporate and Other	414		698		(284)		(41)	%
	$	72,576	$	97,881	$	(25,305)	(26)	%

Revenues from the ~~three month period~~air cargo segment for the six months ended September 30, ~~2018,~~2020 decreased by $4.6 million (12%) compared to the ~~Company recorded $300~~six months ended September 30, 2019. The decrease was principally attributable to lower maintenance revenue as a result of fewer operating aircraft due to COVID-19.

The ground equipment sales segment contributed approximately $27.9 million and $25.0 million to the Company’s revenues for the six-month periods ended September 30, 2020 and 2019 respectively, representing a $2.9 million (12%) increase in the current six-month period. The increase was driven by strong sales of catering trucks during Q1 2021.

The commercial jet engines and parts segment contributed $10.8 million of revenues in the six months ended September 30, 2020 compared to $34.1 million in the comparable prior year six months. The decrease is primarily attributable to the fact that all the companies within this segment had lower aircraft engines and component sales and lease income ~~tax benefit~~due to the impact of COVID-19.

Following is a table detailing operating income (loss) by segment during the six months ended September 30, 2020 compared to the same six months in the prior fiscal year (in thousands):


	Six Months Ended September 30,				Change
	2020		2019

Overnight Air Cargo	$	1,127	$	271	$	856
Ground Equipment Sales	3,140		2,568		572
Commercial Jet Engines and Parts	(3,177)		2,971		(6,148)
Corporate and Other	(5,039)		(4,345)		(694)
	$	(3,949)	$	1,465	$	(5,414)

3226

~~which resulted~~Consolidated operating loss for the six months ended September 30, 2020 was $3.9 million compared to an operating income of $1.5 million for the comparable six months of the prior year.

Operating income for the air cargo segment for the six months ended September 30, 2020 increased by $0.9 million versus the prior year comparable period due primarily to more efficient labor utilization and broad-based operational improvements led by a new management team.

The ground equipment sales segment operating income increased by $0.6 million to $3.1 million in the six-month period ended September 30, 2020 versus the prior year comparable period. This increase was primarily attributable to the improved operating leverage achieved on the Q1 2021 sales increase noted above.

The commercial jet engines and parts segment generated an operating loss of $3.2 million in the current-year six month period compared to an operating income of $3.0 million in the prior-year six-month period. The change was primarily attributable to the decreased aircraft engines and component sales as well as lease income due to COVID-19 at the companies within this segment as explained in the segment revenue discussion above.

Following is a table detailing non-operating income (loss) during the six months ended September 30, 2020 compared to the same six months in the prior fiscal year (in thousands):


	Six Months Ended September 30,				Change
	2020		2019
Other-than-temporary impairment loss on investments	$	—	$	(1,210)	$	1,210
Interest expense	(2,242)		(3,071)		829
Gain on settlement of bankruptcy	—		4,527		(4,527)
Loss from equity method investments	(1,056)		(355)		(701)
Other	1,086		(156)		1,242
	$	(2,212)	$	(265)	$	(1,947)

The Company had a net non-operating loss of $2.2 million for the six months ended September 30, 2020, an increase of $1.9 million from net non-operating loss of $0.3 million in the prior-year six-month period. This increase was principally due to the prior-year's gain on settlement of bankruptcy proceedings related to Dephax Canada and UK of $4.5 million that did not recur in the current-year. This increase was offset by the prior-year's impairment loss on the investment of Insignia of $1.2 million as well as an increase of $1.2 million in other income, driven by $1 million of investment income and realized gain on sale of securities in the current-year compared to a loss of $0.2 million in the prior-year.

During the six-month period ended September 30, 2020, the Company recorded $1.8 million in income tax benefit at an ETR of 30.0%. The Company records income taxes using an estimated annual effective tax rate ~~of 27.80%.~~for interim reporting. The primary factors contributing to the difference between the federal statutory rate of 21.0% and the Company's effective tax rate for the ~~three-month~~six-month period ended September 30, ~~2018~~2020 were the change in valuation allowance related to Delphax, the estimated benefit for the exclusion of income for the Company's captive insurance company subsidiary under Section 831(b), ~~the presentation of the tax impact of the bargain purchase gain and state income tax expense.~~

~~First Six Months of Fiscal 2019 Compared to First Six Months of Fiscal 2018~~

~~Following is a table detailing revenue by segment (in thousands):~~

Six Months Ended
September 30, Change
2019 2018 6 mos
Overnight Air Cargo $ 38,064 $ 34,705 $ 3,359 10 %
Ground Equipment Sales 24,991 19,224 5,767 30 %
Printing Equipment and Maintenance 313 439 (126) (29) %
Commercial Jet Engines and Parts 34,128 37,963 (3,835) (10) %
Corporate 385 356 29 8 %
$ 97,881 $ 92,687 $ 5,194 6 %

Revenues from the air cargo segment increased by $3,359 or 10% compared to the six months ended September 30, 2018. The increase was principally attributable to higher administrative fees and pass-through revenues to FedEx and higher sales to maintenance customers outside of FedEx.

The ground equipment sales segment contributed approximately $24,991 and $19,224 to the Company’s revenues for the six-month periods ended September 30, 2019 and 2018 respectively, representing a $5,767 or 30% increase in the current six-month period. The increase was due to increased orders of commercial and military deicers in addition to new customers.

The commercial jet engines and parts segment contributed $34,128 of revenues in the six months ended September 30, 2019 compared to $37,963 in the comparable prior year six months. The decrease was primarily driven by the fact that Contrail sold four whole engines in May 2018 totaling $17.4 million, which did not recur in 2019. This decrease was slightly offset by higher component and lease revenues in the three months ended September 30, 2019 compared to the three months ended September 30, 2018.

~~Following is a table detailing operating income (loss) by segment during the six months ended September 30, 2019 compared to the same six months in the prior fiscal year (in thousands):~~

Six Months Ended
September 30, Change
2019 2018 6 mos
Overnight Air Cargo $ 271 $ 1,255 $ (984) (78) %
Ground Equipment Sales 2,568 1,089 1,479 136 %
Printing Equipment and Maintenance (682) (654) (28) (4) %
Commercial Jet Engines and Parts 2,971 3,788 (817) (22) %
Corporate (3,663) (3,666) 3 — %
$ 1,465 $ 1,812 $ (347) (19) %

~~Consolidated operating income for the six months ended September 30, 2019 was $1,465, a decrease of $347 from operating income of $1,812 for the comparable six months of prior year.~~

~~Operating income for the air cargo segment decreased by $984 (78)% due primarily to higher pilot salaries and increased pilot headcount.~~

The ground equipment sales segment operating income increased by $1,479 (136%) to $2,568 in the six-month period ended September 30, 2019. This increase was primarily attributable to increased sales volume as well as higher margin product mix.

The commercial jet engines and parts segment generated an operating income of $2,971 in the current-year six months compared to an operating income of $3,788 in the prior-year six months. The decrease corresponded to the decrease in sales in this segment in addition to higher medical claim costs when compared to prior year six months.

Consolidated operating expenses increased by $5,541 or 6% to $96,416 in the six months ended September 30, 2019. The increase in operating expenses was primarily driven by the increases in the overnight air cargo segment due to higher pilot salaries and the ground equipment sales segment (higher operating expenses as a result of increased sales), offset by the decrease in the commercial jet engines and parts segment as a result of decreased sales at Contrail and higher medical claims costs at other companies in the same segment.

~~Following is a table detailing non-operating income (loss) during the six months ended September 30, 2019 compared to the same six months in the prior fiscal year (in thousands):~~

Six Months Ended
September 30, Change
2019 2018 6 months
Other-than-temporary impairment loss on investments $ (1,210) $ — $ (1,210)
Interest expense (3,071) (1,421) (1,650)
Gain on settlement of bankruptcy 4,527 — 4,527
Bargain purchase acquisition gain 49 1,984 (1,935)
Income (Loss) from equity method investments (355) 170 (525)
Other (205) 133 (338)
$ (265) $ 866 $ (1,131)

The Company had net non-operating loss of $(265) for the six months ended September 30, 2019, a decrease of $(1,131) from net non-operating income of $866 in the prior-year six-month period, principally due to an impairment loss in the investment of Insignia of $(1,210), an increase in interest expense of $(1,650) generated by increased debt activities as detailed in ~~Footnote 11~~, ~~a decrease in bargain purchase acquisition gain of $(1,935) offset by the $4,527 gain on settlement of bankruptcy related to Dephax Canada and UK.~~

Pretax income from continuing operations for the six-month period ended September 30, 2019 was $1,200 compared to $2,678 in the prior year comparable period, which was primarily attributable to the decrease in non-operating loss of $(1,131) in addition to decrease in operating income of $(347) as explained above.

During the six-month period ended September 30, 2019, the Company recorded $668 in income tax expense at an effective rate of 55.65%. The Company records income taxes using a discrete, year-to-date tax expense calculation for interim reporting. The primary factors contributing to the difference between the federal statutory rate of 21% and the Company's effective tax rate for the six-month period ended September 30, 2019 were the change in valuation allowance related to Delphax, the estimated expense for the exclusion of loss for the Company's captive insurance company subsidiary under Section 831(b), the estimated deduction for Foreign-Derived Intangible Income, and the exclusion from the tax provision of the minority owned portion of the pretax income of Contrail Aviation Support, LLC. During the six-month period ended September 30, ~~2018,~~2019, the Company recorded ~~$117~~$0.7 million in income tax benefit which resulted in an effective tax rate of ~~4.37%~~(55.6)%. The primary factors contributing to the difference between the federal statutory rate and the Company's effective tax rate for the six-month period ended September 30, ~~2018~~2019 were related to the change in valuation allowance related to Delphax, the estimated benefit for the exclusion of income for the Company's captive insurance company subsidiary ~~afforded~~ under Section 831(b), the ~~change in valuation allowance~~estimated deduction for foreign derived intangible income, and the ~~presentation~~exclusion from the tax provision of the ~~tax impact~~minority owned portion of the ~~bargain purchase gain.~~

pretax income of Contrail Aviation Support, LLC.

Critical Accounting Policies and Estimates

The Company’s significant accounting policies are fully described in Note 1 to the condensed consolidated financial statements and in the notes to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended March 31, ~~2019.~~2020. The preparation of the Company’s condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States requires the use of estimates and assumptions to determine certain assets, liabilities, revenues and expenses. Management bases these estimates and assumptions upon the best information available at the time of the estimates or assumptions. The Company’s estimates and assumptions could change materially as conditions within and beyond our control change. Accordingly, actual results could differ materially from estimates. There were no significant changes to the Company’s critical accounting policies and estimates during the three-months ended September 30, ~~2019.~~2020.

Seasonality

The ground equipment sales segment business has historically been seasonal, with the revenues and operating income typically being lower in the first and fourth fiscal quarters as commercial deicers are typically delivered prior to the winter season. Other segments ~~are~~have typically not ~~susceptible to~~experienced material seasonal trends.

Liquidity and Capital Resources

As of September 30, ~~2019,~~2020, the Company held approximately ~~$27,536~~$12.9 million in cash and cash equivalents and restricted ~~cash.~~cash, $8.5 million of which related to restricted cash collateralized for the three Opportunity Zone fund investments. The Company also held ~~$1,018~~$1.0 million in restricted investments held as statutory reserve of ~~SAIC and the remaining $102 of restricted investments pledged to secure SAIC’s participation in certain reinsurance pools.~~SAIC. The Company has approximately ~~$4,862~~$6.1 million of marketable securities and an aggregate of $34.3 million in available funds under its lines of credit as of September 30, ~~2019.~~2020.

As of September 30, ~~2019,~~2020, the Company’s working capital amounted to ~~$42,955,~~$36.2 million, an increase of ~~$24,401~~$5.4 million compared to ~~September 30, 2018.~~March 31, 2020.

AsThe Contrail Credit Agreement contains affirmative and negative covenants, including covenants that restrict the ability of ~~September 30, 2019, the exercise~~Contrail and its subsidiaries to, among other things, incur or guarantee indebtedness, incur liens, dispose of ~~Warrants to purchase TruPs issued on June 10, 2019 has generated cash proceeds of $5,407, which is disclosed~~assets, engage in mergers and consolidations, make acquisitions or other investments, make changes in the ~~financing section on our consolidated statements~~nature of ~~cash flows.~~its business, and engage in transactions with affiliates. The Contrail Credit Agreement also contains quarterly financial covenants applicable to Contrail and its subsidiaries, including a minimum debt service coverage ratio of 1.25 to 1.0 and a minimum tangible net worth of $15 million.

On ~~August 16, 2019,~~September 25, 2020, Contrail entered into a ~~term~~Third Amendment to Supplement #2 to Master Loan Agreement dated June 24, 2019 with ONB. The material changes within the Third Amendment are: (a) to extend the date for compliance with the provision where Contrail is required to pay down the total outstanding principal balance of its revolver to zero for at least thirty consecutive days to September 5, 2021; and (b) to extend the date for compliance with the required quarterly debt service coverage ratio covenant such that Contrail shall commence compliance with the covenant commencing on March 31, 2022 and on the last day of each fiscal quarter thereafter.

In addition, the Third Amendment adds an event of default to the Master Loan Agreement if Contrail does not consummate the $43.6 million loan ~~agreement with Old National Bank to borrow $13 million at~~transaction under the ~~interest rate~~Main Street Priority Loan Facility Program established by the Fed by December 31, 2020. As of ~~LIBOR plus 3.75% per annum. The maturity~~the issuance date of this report, the ~~term~~ loan transaction has been finalized with ONB, however, the financing is ~~August 1, 2024.~~

~~On September 24, 2019, Air T amended~~in escrow pending final approval from the ~~MBT revolver to temporarily increase~~Fed. As the ~~borrowing commitment from $17 million to $20 million. All other terms~~Fed's approval has not yet been granted as of the ~~credit agreement remain unchanged.~~issuance date of this report, no assurance can be given at this time that this financing will be completed and funded.

The revolving lines of credit at both Air T and AirCo 1 with MBT have a due ~~dates~~date or expire within the next twelve months, as does some term debts within various business units. On November 8, 2019, we entered into agreements with MBT ("extension agreements") to extend the maturity date of the Air T Revolver and AirCo Revolver to February 28, 2020. As part of the extension agreement, the Air T revolver's borrowing capacity was also returned to $17 million.months. We are currently seeking to refinance these obligations prior to ~~February 28,~~

~~2020;~~August 31, 2021; however, there is no assurance that we will be able to execute this refinancing or, if we are able to refinance these obligations, that the terms of such refinancing would be as favorable as the terms of our existing credit facility.

~~As of September 30, 2019,~~With respect to alternative financing, AirCo 1 also intends to access debt financing under the ~~Company had sufficient capital resources~~Main Street Priority Loan Facility Program, established by the Federal Reserve in response to ~~cover contractual financing obligations due~~economic uncertainty caused by ~~September 30, 2020. Cash flows from operations, cash and cash equivalents, and~~ the ~~other sources of liquidity described above~~COVID-19 pandemic. Main Street loans are ~~expected~~intended to ~~be available and sufficient~~provide additional credit to ~~meet foreseeable cash requirements.~~

~~The Company’s Credit Agreement with MBT (the Air T debt~~companies that were in ~~Footnote 11~~sound condition prior to the ~~financial statements) includes several covenants~~onset of the COVID-19 pandemic. While AirCo 1 believes that are measured once a year as of March 31, including but not limited to a negative covenant requiring a debt service coverage ratio of 1.25. The Company is working with its operating subsidiaries to assure compliance withthey qualify under the ~~MBT covenants at March 31, 2020. However,~~criteria set forth under the Main Street Priority Loan Facility Program, there is no assurance that AirCo 1 will obtain funding under the Main Street Priority Loan Facility Program or if such credit is obtained that it would be sufficient.

The obligation of AirCo 1 under the AirCo Credit Agreement with MBT is not guaranteed by the Company. The Company is not liable for any other assets or liabilities of AirCo and there are no cross-default provisions with respect to AirCo 1’s debt in any of the Company’s debt agreements with MBT. If AirCo 1 were to cease operations, the Company believes it, along with the rest of its businesses, will ~~meet each covenant at March 31,~~continue to operate, given that AirCo 1's obligation is not guaranteed by the Company.

In April 2020, ~~and in such event~~ the Company obtained loans under the PPP, as authorized by the CARES Act, of $8.2 million to help pay for payroll costs, mortgage interest, rent and utility costs. The Company will ~~work with~~apply to MBT ~~to seek a waiver and/or undertake other actions to avoid an event~~for forgiveness of ~~non-compliance.~~the PPP Loan, however,

forgiveness is not fully assured. The Company believes it is probable that the cash on hand (including that obtained from the PPP), net cash provided by operations from its remaining operating segments, together with its current revolving lines of credit, as amended or replaced, will be sufficient to meet its obligations as they become due in the ordinary course of business for at least 12 months following the date these financial statements are issued.

Cash Flows

Following is a table of changes in cash flow for the six months ended September 30, ~~2019~~2020 and ~~2018~~2019 (in thousands):

Six Months Ended September 30,
2019 2018
Net Cash Provided by Operating Activities 603 14,871
Net Cash Provided by (Used in) Investing Activities 1,933 (27,576)
Net Cash Provided by Financing Activities 12,327 13,258
Effect of foreign currency exchange rates on cash and cash equivalents 26 5
Net Increase in Cash and Cash Equivalents and Restricted Cash 14,889 558


	Six Months Ended September 30,
	2020	2019

Net Cash (Used in) Provided by Operating Activities	(5,622)	603
Net Cash (Used in) Provided by Investing Activities	(615)	1,933
Net Cash Provided by Financing Activities	3,662	12,327
Effect of foreign currency exchange rates on cash and cash equivalents	(127)	26

Net (Decrease) Increase in Cash and Cash Equivalents and Restricted Cash	(2,702)	14,889

Net cash ~~provided by~~used in operating activities was ~~$603~~$5.6 million for the six-month period ended September 30, ~~2019~~2020 compared to the net cash provided by operating activities of ~~$14,871~~$0.6 million in prior year six-month period. ~~The primary drivers~~Cash was used in ~~the decrease in cash provided by~~ operating activities ~~for~~during the six months ended September 30, ~~2019 was~~2020 because the ~~increase~~Company had a net loss in ~~accounts receivable at GGS~~the current-year period driven by reduced operations due to significant increase in commercial deicer sales as well as increased inventory levels at Contrail due to two engines coming off lease into inventory and at GGS due to significant backlog and production requirements in the current quarter.COVID-19.

Net cash ~~provided by~~used in investing activities for the six-month period ended September 30, ~~2019~~2020 was ~~$1,933~~$0.6 million compared to net cash ~~used in~~provided by investing activities of ~~$(27,576)~~$1.9 million in ~~prior year~~the prior-year period. The primary driver in generating cash from investing activities ~~was~~in the ~~lower cash used in business combinations, purchases of marketable securities as well as lower capital expenditures, and~~prior-year period was cash provided by the sale of GAS.

Net cash provided by financing activities for the six-month period ended September 30, ~~2019~~2020 was ~~$12,327~~$3.7 million compared to net cash provided by financing activities of ~~$13,258~~$12.3 million in the ~~prior year~~prior-year period. The ~~slight~~ decrease was primarily driven by lower net cash proceeds from lines of credit and term loans, in addition to having no cash proceeds in the current-year period from ~~exercise~~the issuance of ~~Warrants~~TruPs (as compared to ~~purchase TruPs.~~

receiving $5.4 million in the prior-year period).

Impact of Inflation

The Company believes that inflation has not had a material effect on its operations, because increased costs to date have generally been passed on to ~~its~~ customers. Under the terms of its overnight air cargo business contracts the major cost components of this business’ operations, consist principally of fuel, and certain other direct operating costs, and certain maintenance costs that are reimbursed by its customer. Significant increases in inflation rates could, however, have a material impact on future revenue and operating income.

Non-GAAP Financial Measures

The Company uses adjusted earnings before taxes, interest, and depreciation and amortization ("Adjusted EBITDA"), a non-GAAP financial measure as defined by the SEC, to evaluate the Company's financial performance. This performance measure is not defined by accounting principles generally accepted in the United States and should be considered in addition to, and not in lieu of, GAAP financial measures.

Adjusted EBITDA is defined as earnings before taxes, interest, and depreciation and amortization, adjusted for specified items. The Company calculates Adjusted EBITDA by removing the impact of specific items and adding back the amounts of interest expense and depreciation and amortization to earnings before income taxes. When calculating Adjusted EBITDA, the Company does not add back depreciation expense for aircraft engines that are on lease, as the Company believes this expense matches with the corresponding revenue earned on engine leases. Depreciation expense for leased engines totaled $0.8 million and $1.4 million for the three months ended September 30, 2020 and 2019, respectively. Depreciation expense for leased engines totaled $1.1 million and $3.0 million for the six months ended September 30, 2020 and 2019, respectively.

Management believes that Adjusted EBITDA is a useful measure of the Company's performance because it provides investors additional information about the Company's operations allowing better evaluation of underlying business performance and better period-to-period comparability. Adjusted EBITDA is not intended to replace or be an alternative to operating income from continuing operations, the most directly comparable amounts reported under GAAP.

The tables below provide a reconciliation of operating income from continuing operations to Adjusted EBITDA and Adjusted EBITDA by segment for the three and six months ended September 30, 2020 and 2019 (in thousands):


	Three months ended				Six months ended
	9/30/2020		9/30/2019		9/30/2020		9/30/2019
Operating income from continuing operations	$	(3,684)	$	466	$	(3,949)	$	1,465
Depreciation and amortization (excluding leased engines depreciation)	305		344		658		647
Asset impairment, restructuring or impairment charges	664		402		664		409
(Gains)/Losses on disposition of assets	(3)		1		(4)		(3)
Security issuance expenses	—		34		—		269
Adjusted EBITDA	$	(2,718)	$	1,247	$	(2,631)	$	2,787

Included in the asset impairment, restructuring or impairment charges for the three and six months ended September 30, 2020 was a write-down of $0.5 million on the commercial jet engines and parts segment's inventories due to a management decision to monetize two engines by sale to a third party, in which the net carrying values exceeded the estimated proceeds.


	Three months ended				Six months ended
	9/30/2020		9/30/2019		9/30/2020		9/30/2019
Overnight Air Cargo	$	596	$	273	$	1,166	$	309
Ground Equipment Sales	970		1,285		3,254		2,685
Commercial Jet Engines and Parts	(1,614)		1,190		(2,390)		3,171
Corporate and Other	(2,670)		(1,501)		(4,661)		(3,378)
Adjusted EBITDA	$	(2,718)	$	1,247	$	(2,631)	$	2,787

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

The Company is exposed to various risks, including interest rate risk. As interest rates are projected to increase and can be volatile, the Company has designated a risk management policy which provides for the use of derivative instruments to provide protection against rising interest rates on variable rate debt.

Item 4. Controls and Procedures

Our Chief Executive Officer and Chief Financial Officer, referred to collectively herein as the Certifying Officers, are responsible for establishing and maintaining our disclosure controls and procedures. The Certifying Officers have reviewed and evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 240.13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934) as of September 30, ~~2019.~~2020. Based on that review and evaluation, which included inquiries made to certain other employees of the Company, the Certifying Officers have concluded that the Company’s current disclosure controls and procedures, as designed and implemented, are effective in ensuring that information relating to the Company required to be disclosed in the reports that the Company files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, including ensuring that such information is accumulated and communicated to the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. It should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving the stated goals under all potential future conditions, regardless of how remote.

There has not been any change in the Company’s internal control over financial reporting in connection with the evaluation required by Rule 13a-15(d) under the Exchange Act that occurred during the quarter ended September 30, ~~2019~~2020 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II -- OTHER INFORMATION

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(a)None.

(b)On May 14, 2014, the Company announced that its Board of Directors had authorized a program to repurchase up to 750,000 shares of the Company’s common stock from time to time on the open market or in privately negotiated transactions, in compliance with SEC Rule 10b-18, over an indefinite period.

~~Purchases~~ No shares were repurchased during the quarter ended September 30, ~~2019 are described below:~~

~~Issuer Purchases of Equity Securities~~

Dates of
Shares Purchased Total Number of
Shares Purchased Average Price
Paid per Share Total Number of Shares
Purchased as Part of
Public Announced
Plans or Programs Maximum Number of
Shares that May Yet Be
Purchased Under the
Plans or Programs
July 1 - July 31, 2019 2,097 $ 17.81 24,438 699,027
August 1 - August 31, 2019 2,674 $ 17.87 21,764 677,263
September 1 - September 30, 2019 1,112 $ 14.32 20,652 656,611
5,883

2020.

Item 5. Other information

(a) Other Information

On November 8, 2019, AirCo 1, LLC, a wholly-owned subsidiary of AirCo, LLC, a wholly-owned subsidiary of Stratus Aero Partners, LLC, a wholly-owned subsidiary of Air T, Inc., and MBT, entered into that certain Change in Terms Agreement (the “~~AirCo 1 Amendment~~”). The AirCo 1 Amendment amends the AirCo Revolving Credit Note in the original principal amount of $10,000,000 by extending the maturity date to February 28, 2020, and providing for a three-month interest only payment schedule with final payment of all principal and unpaid accrued interest due on the new maturity date.

~~On November 8, 2019, the Company and MBT entered into that certain Change in Terms Agreement (the “Company Amendment~~”). The Company Amendment amends the Company Revolving Credit Note to return the principal amount to $17,000,000, extend the maturity date to February 28, 2020 with final payment of all principal and unpaid accrued interest due on the maturity date.

The above discussion is qualified in its entirety by reference to the AirCo 1 Amendment and the Company Amendment filed as Exhibits 10.29 and 10.30 to this Report, which are incorporated herein by reference.

On November 8, 2019, the Company purchased a 19.90% interest in Cadillac Castings, Inc, a Michigan corporation (“Cadillac”). The purchase price for the interest acquired approximated $3,000,000. In connection with the transaction, investment entities controlled by Nick Swenson increased ownership interest in Cadillac from approximately 33% to approximately 61%. Gary Kohler, a director of the Company is an investor in the investment entity controlled by Mr. Swenson that purchased the additional shares.

~~Cadillac is a full-service ductile iron foundry located in Cadillac, Michigan (“Cadillac”). Cadillac operates a 275,000 square-foot facility located on 43 acres and is~~ a major supplier of engineered ductile iron, including high silicon molybdenum cast components. Molds are made with a high-speed green sand horizontal Combustion Engineering (CE) SpoMatic process. Cadillac also uses a custom automated Resin Bonded Sand (RBS) process, for difficult and “rangy” products. Cadillac provides support from the design and prototype phases all the way through production of its products. Cadillac operates in the automotive, commercial vehicle, off highway, industrial and railroad industries. Cadillac’s annual revenues exceeded $100MM in each of the last two calendar years.N/A.

Item 6. Exhibits

(a) Exhibits


No.			Description

10.1			~~Master Loan Agreement, dated June 24, 2019 by and between Contrail Aviation Support, LLC, Contrail Aviation Leasing, LLC and Old National Bank.~~

~~10.2~~			~~Air T, Inc. Continuing Guaranty in favor~~Form of ~~Old National Bank, dated June 24, 2019.~~

~~10.3~~			~~Supplement #1~~Third Amendment to ~~Master Loan Agreement, dated June 24, 2019 by and between Contrail Aviation Support, LLC, Contrail Aviation Leasing, LLC and Old National Bank.~~

~~10.4~~			~~Contrail Aviation Support, LLC and Contrail Aviation Leasing, LLC First Amended and Restated Promissory Note Term Note A in the principal amount of $9,920,000.00 to Old National Bank.~~

~~10.5~~			Supplement #2 to Master Loan Agreement with Exhibit A, dated ~~June 24, 2019~~September 25, 2020 by and between Contrail Aviation Support, LLC and Old National ~~Bank.~~Bank (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated September 30, 2020) (Commission File No. 001-35476)

~~10.6~~			~~Contrail Aviation Leasing, LLC Continuing Guaranty in favor of Old National Bank, dated June 24, 2019.~~

~~10.7~~			~~Contrail Aviation Support, LLC First Amended and Restated Promissory Note Revolving Note in the principal amount of $20,000,000.00 to Old National Bank.~~

~~10.8~~			~~Supplement #3 to Master Loan Agreement, dated June 24, 2019 by and between Contrail Aviation Support, LLC, Contrail Aviation Leasing, LLC and Old National Bank.~~

~~10.9~~			~~Contrail Aviation Support, LLC and Contrail Aviation Leasing, LLC First Amended and Restated Promissory Note Term Note B in the principal amount of $18,000,000.00 to Old National Bank.~~

~~10.10~~			~~Supplement #4 to Master Loan Agreement, dated August 16, 2019 by and between Contrail Aviation Support, LLC, Contrail Aviation Leasing, LLC and Old National Bank.~~

~~10.11~~			~~Contrail Aviation Support, LLC and Contrail Aviation Leasing, LLC Term Note C in the principal amount of $13,000,594.00 to Old National Bank.~~

~~10.12~~			Trustee Aircraft Security Agreement, dated August 16, 2019 by and between Wells Fargo Trust Company, National Association, Contrail Aviation Support, LLC, Contrail Aviation Leasing, LLC, and Old National Bank.

~~10.13~~			~~Beneficial Interest Pledge Agreement, dated August 16, 2019 by and between Contrail Aviation Leasing, LLC, and Old National Bank.~~

~~10.14~~			~~Assignment of Beneficial Interest of Trust, dated August 16, 2019 by and between Contrail Aviation Leasing, LLC and Old National Bank.~~

~~10.15~~			Aircraft Asset Sale and Purchase Agreement, dated August 2, 2019 by and between Sapphire Leasing I (AOE 5) Limited, Sapphire Finance I Holding Designated Activity Company, Wilmington Trust SP Services (Dublin) Limited, and Contrail Aviation Support, LLC.*

~~10.16~~			Form of Third Aircraft Lease Amendment Agreement, dated August 2, 2019 by and between Sapphire Aviation Finance I (UK) Limited and MIAT Mongolian Airlines.*

~~10.17~~			~~Buyer Guarantee, dated August 2, 2019 by and between Contrail Aviation Support, LLC and Sapphire Leasing I (AOE 5) Limited.~~

~~10.18~~			~~Form of Declaration of Trust (MSN 29922), dated June 26, 2019 by and between Contrail Aviation Leasing, LLC, Wilmington Trust SP Services (Dublin) Limited, and Contrail Aviation Support, LLC.~~

~~10.19~~			Novation and Amendment Agreement, dated October 24, 2019 by and between Sapphire Aviation Finance I (UK) Limited, Wilmington Trust SP Services (Dublin) Limited, and MIAT Mongolian Airlines.*

~~10.20~~			Netting Letter, dated October 31, 2019 by and between Sapphire Leasing I (AOE 5) Limited and Wilmington Trust SP Services (Dublin) Limited.*

~~10.21~~			~~Supplement #5 to Master Loan Agreement, dated October 30, 2019 by and between Contrail Aviation Support, LLC, Contrail Aviation Leasing, LLC and Old National Bank.~~

~~10.22~~			~~Contrail Aviation Support, LLC and Contrail Aviation Leasing, LLC Term Note D in the principal amount of $7,553,165.00 to Old National Bank.~~



~~10.23~~			Trustee Aircraft Security Agreement, dated October 30, 2019 by and between Wilmington Trust SP Services (Dublin) Limited, Contrail Aviation Support, LLC, Contrail Aviation Leasing, LLC, and Old National Bank.

~~10.24~~			~~Beneficial Interest Pledge Agreement, dated October 30, 2019 by and between Contrail Aviation Leasing, LLC and Old National Bank.~~

~~10.25~~			~~Form of Assignment of Beneficial Interest of Trust, dated October 30, 2019 by and between Contrail Aviation Leasing, LLC and Old National Bank.~~

~~10.26~~			Aircraft Sale and Purchase Agreement, dated June 4, 2019 by and between Diamond Head 2 (Ireland) DAC, Diamond Head 3 (Ireland) DAC, and Contrail Aviation Support, LLC.*

~~10.27~~			~~Equity Purchase Agreement, dated September 30, 2019, by and among PrimeFlight Aviation Services, Inc., Global Aviation Services, LLC, and CSA Air, LLC.~~

~~10.28~~			~~Pro Forma Financial Information~~

~~10.29~~			~~Change in Terms Agreement, dated November 8, 2019, by and between AirCo 1, LLC and Minnesota Bank & Trust.~~

~~10.30~~			~~Change in Terms Agreement, dated November 8, 2019, by and between Air T, Inc. and Minnesota Bank & Trust.~~

~~10.31~~			Aircraft Asset Sale and Purchase Agreement, dated June 21, 2019 by and between Sapphire Finance I Holding Designated Activity Company, Contrail Aviation Leasing, LLC, and Contrail Aviation Support, LLC.*

~~10.32~~			~~Buyer Guarantee, dated June 25, 2019 by and between Contrail Aviation Support, LLC and Sapphire Finance I Holding Designated Activity Company.~~

~~10.33~~			Notice of Beneficial Interest Transfer, dated July 26, 2019 from Wells Fargo Trust Company, National Association, Sapphire Finance I Holding Designated Activity Company, and Contrail Aviation Leasing, LLC to Sun Country, Inc. d/b/a Sun Country Airlines.*

~~10.34~~			Guarantee, dated July 26, 2019 by and between Contrail Aviation Support, LLC and Sun Country, Inc. d/b/a Sun Country Airlines.*

~~10.35~~			~~Third Trust Assignment and Assumption Agreement, dated July 26, 2019 by and between Sapphire Finance I Holding Designated Activity Company and Contrail Aviation Leasing, LLC.~~

~~10.36~~			Netting Letter, dated July 26, 2019 by and between Sapphire Finance I Holding Designated Activity Company and Contrail Aviation Leasing, LLC.*

~~10.37~~			Amendment Number Five to Aircraft Lease Agreement, dated June 20, 2019 by and between Wells Fargo Trust Company, National Association and Sun Country, Inc. d/b/a Sun Country Airlines.*

~~10.38~~			~~Amendment No. 1 to Amended and Restated Credit Agreement, dated September 24, 2019 by and between Air T, Inc. and Minnesota Bank & Trust.~~

31.1			Section 302 Certification of Chief Executive Officer and President

31.2			Section 302 Certification of Chief Financial Officer

32.1			Section 1350 Certifications

~~99.1~~101			~~Press Release dated September 30, 2019 regarding sale of Global Aviation Services, LLC~~

~~101~~			The following financial information from the Quarterly Report on Form 10-Q for the quarter ended September 30, ~~2019,~~2020, formatted in XBRL (Extensible Business Reporting Language): (i) Condensed Consolidated Statements of Income, (ii) the Condensed Consolidated Balance Sheets, (iii) the Condensed Consolidated Statements of Cash Flows, (iv) the Condensed Consolidated Statements of Stockholders Equity, and (v) the Notes to the Condensed Consolidated Financial Statements.

* Portions of the transaction exhibits have been omitted for confidential treatment.

4031

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


			AIR T, INC.


Date: November 12, ~~2019~~2020
			/s/ Nick Swenson
			Nick Swenson, Chief Executive Officer and Director



			/s/ Brian Ochocki
			Brian Ochocki, Chief Financial Officer

4132


(In thousands, except share amounts)	September 30, 2019		March 31, 2019
ASSETS
Current Assets:
Cash and cash equivalents	$	27,434	$	12,417
Marketable securities	1,423		1,760
Restricted cash	102		123
Restricted investments	1,018		831
Accounts receivable, net of allowance for doubtful accounts of $382 and $408	18,464		10,881

Income tax receivable	1,030		142
Inventories, net	40,370		27,455
Other current assets	9,232		6,138
Current assets of discontinued operations	—		11,601
	99,073		71,348

Assets on lease, net of accumulated depreciation of $6,007 and $6,689	21,019		25,164
Property and equipment, net of accumulated depreciation of $3,935 and $3,470	4,310		4,264
Right-of-use assets	7,154		—
Cash surrender value of life insurance policies, net of policy loans	80		122
Other tax receivables-long-term	—		311
Deferred income taxes	781		548
Investments in securities	785		1,086
Equity method investments	4,046		5,611
Other assets	284		200
Intangible assets, net of accumulated amortization of $2,229 and $2,097	898		998
Goodwill	4,227		4,227
Non-current assets of discontinued operations	—		1,264
Total Assets	142,657		115,143

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable	12,540		11,409
Income tax payable	940		888

Advanced customer deposits	9,996		1,520

Accrued expenses and other	1,380		12,314
Deferred income	295		341
Current portion of long-term debt	29,836		24,735
Short-term lease liability	1,131		—
Current liabilities of discontinued operations	—		1,587
	56,118		52,794

Long-term debt	45,544		32,918

Long-term lease liability	6,446		—
Other non-current liabilities	1,202		597

Total Liabilities	109,310		86,309
Redeemable non-controlling interest	6,000		5,476

Commitments and contingencies (Note 16)


	Equity
	Air T, Inc. Stockholders' Equity
(In Thousands)	Common Stock					Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Non-controlling Interests		Total Equity
	Shares	Amount
Balance, March 31, 2018	2,044	$	511	$	4,172	$	20,696	$	(261)	$	(875)	$	24,243

Net income (loss)*	—	—		—		2,829		—		(46)		2,782

Reclassification of unrealized loss on marketable securities, net of tax	—	—		—		(106)		106		—		—

Foreign currency translation gain	—	—		—		—		31		17		48


Balance, June 30, 2018	2,044	$	511	$	4,172	$	23,418	$	(124)	$	(904)	$	27,073

Net loss*	—	—		—		(1,321)		—		(42)		(1,363)

Exercise of stock options	2	—		18		—		—		—		18

Repurchase of common stock	(1)	—		(2)		(21)		—		—		(23)



Foreign currency translation gain	—	—		—		—		24		8		32

Unrealized gain on interest rate swaps, net of tax	—	—		—		—		29		—		29



Balance, September 30, 2018	2,045	$	511	$	4,188	$	22,076	$	(71)	$	(938)	$	25,766


	Three Months Ended June 30, 2019		Three Months Ended June 30, 2018
Revenue	$	5,842	$	8,245
Gross Profit	1,465		3,005
Operating income (loss)	(683)		253
Net income (loss)	(488)		184
Net income attributable to Air T, Inc. stockholders	$	(166)	$	31


	Three Months Ended September 30, 2019		Six Months Ended September 30, 2019
Operating lease cost	$	514	$	920
Short-term lease cost	50		255
Variable lease cost	71		207
Sublease income	—		—
Total lease cost	$	635	$	1,382


	Operating Leases
2020 (excluding the six months ended September 30, 2019)	$	786
2021	1,311
2022	1,131
2023	938
2024	637
2025	402
Thereafter	5,757
Total undiscounted lease payments	$	10,962
Less: Interest	2,890
Less: Discount	495
Total lease liabilities	$	7,577


	September 30, 2019		March 31, 2019
Australia	$	3	$	5
Mexico	1,845		2,681
Netherlands	5,160		5,541
China	—		16,808
Total property and equipment, net	$	7,008	$	25,035


	September 30, 2019		September 30, 2018
United States	$	75,891	$	79,267
Foreign	21,990		13,420
Total revenue from continuing operations	$	97,881	$	92,687


	Three Months Ended September 30, 2019						Change
	2019		2018
Overnight Air Cargo	$	254	$	198	$	56	28	%
Ground Equipment Sales	1,221		696		525		75	%

Commercial Jet Engines and Parts	1,083		575		508		88	%
Printing Equipment and Maintenance	(300)		(413)		113		(27)	%
Corporate and other	(1,791)		(1,935)		144		(7)	%
	$	467	$	(879)	$	1,346	n/m


Dates of Shares Purchased	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Public Announced Plans or Programs	Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
July 1 - July 31, 2019	2,097	$	17.81	24,438	699,027
August 1 - August 31, 2019	2,674	$	17.87	21,764	677,263
September 1 - September 30, 2019	1,112	$	14.32	20,652	656,611
	5,883