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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark one)
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2023
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)
Delaware52-1206400
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
11020 David Taylor Drive, Suite 305, Charlotte, North Carolina 28262
(Address of principal executive offices, including zip code)
(980) 595 – 2840
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common StockAIRTNASDAQ Global Market
Alpha Income Preferred Securities (also referred to as 8% Cumulative Capital Securities) (“TruPs”)*AIRTPNASDAQ Global Market
        *Issued by Air T Funding

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
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 filerAccelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐                    No x
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
Common StockCommon Shares, par value of $.25 per share
Outstanding Shares at July 31, 20232,817,754





AIR T, INC. AND SUBSIDIARIES
QUARTERLY REPORT ON FORM 10-Q
TABLE OF CONTENTS
Page
PART I
Condensed Consolidated Balance Sheets as of June 30, 2023 and March 31, 2023 (Unaudited)
Item 3.
Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities
Item 5.
Exhibit Index
Certifications
Interactive Data Files

2



Item 1.    Financial Statements
AIR T, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(UNAUDITED)
(in thousands, except per share data)Three Months Ended
June 30,
20232022
Operating Revenues:
Overnight air cargo$27,728 $20,564 
Ground equipment sales11,787 5,815 
Commercial jet engines and parts29,846 22,855 
Corporate and other2,070 1,628 
71,431 50,862
Operating Expenses:
Overnight air cargo23,712 18,071 
Ground equipment sales10,338 4,432 
Commercial jet engines and parts23,279 14,885 
General and administrative12,754 11,779 
Depreciation and amortization690 861 
70,773 50,028 
Operating Income658 834 
Non-operating (Expense) Income:
Interest expense(1,808)(1,822)
Income from equity method investments691 532 
Other643 (154)
(474)(1,444)
Income (Loss) before income taxes184 (610)
Income Tax Expense211 192 
Net Loss(27)(802)
Net Income Attributable to Non-controlling Interests(504)(631)
Net Loss Attributable to Air T, Inc. Stockholders$(531)$(1,433)
Loss per share (Note 6)
Basic$(0.19)$(0.50)
Diluted$(0.19)$(0.50)
Weighted Average Shares Outstanding:
Basic2,818 2,866 
Diluted2,818 2,866 
See notes to condensed consolidated financial statements.
3



AIR T, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)

Three Months Ended
June 30,
(In Thousands)20232022
Net Loss$(27)$(802)
Foreign currency translation loss(65)(529)
Unrealized gain on interest rate swaps24 475 
Reclassification of interest rate swaps into earnings(192)17 
Total Other Comprehensive Loss(233)(37)
Total Comprehensive Loss(260)(839)
Comprehensive Income Attributable to Non-controlling Interests(504)(631)
Comprehensive Loss Attributable to Air T, Inc. Stockholders$(764)$(1,470)
See notes to condensed consolidated financial statements.
4



AIR T, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)

(In thousands, except per share data)June 30, 2023March 31, 2023
ASSETS
Current Assets:
Cash and cash equivalents $5,659 $5,806 
Marketable securities365  
Restricted cash762 1,284 
Restricted investments1,634 2,161 
Accounts receivable, net of allowance for doubtful accounts of $1,295 and $1,160
32,004 27,218 
Income tax receivable223 536 
Inventories, net64,406 71,125 
Employee retention credit receivable 940 
Other current assets7,793 7,487 
Total Current Assets112,846 116,557 
Assets on lease or held for lease, net of accumulated depreciation of $38 and $223
16 83 
Property and equipment, net of accumulated depreciation of $6,946 and $6,624
21,488 21,439 
Intangible assets, net of accumulated amortization of $4,493 and $4,191
11,834 12,103 
Right-of-use ("ROU") assets 12,133 11,666 
Equity method investments13,954 13,230 
Goodwill10,560 10,563 
Other assets4,365 3,921 
Total Assets187,196 189,562 
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable10,580 10,449 
Income tax payable 304 
Accrued expenses and other (Note 4)14,643 13,133 
Current portion of long-term debt22,721 38,736 
Short-term lease liability1,832 1,664 
Total Current Liabilities49,776 64,286 
Long-term debt98,537 86,349 
Deferred income tax liabilities, net2,581 2,417 
Long-term lease liability11,011 10,771 
Other non-current liabilities 47 47 
Total Liabilities161,952 163,870 
Redeemable non-controlling interest12,837 12,710 
Commitments and contingencies (Note 16)
Equity:
Air T, Inc. Stockholders' Equity:
Preferred stock, $1.00 par value, 2,000,000 shares authorized
  
Common stock, $.25 par value; 4,000,000 shares authorized, 3,026,495 and 3,026,495 shares issued, 2,817,754 and 2,818,374 shares outstanding
757 757 
Treasury stock, 208,741 shares at $19.63 and 208,121 shares at $19.62
(4,098)(4,083)
Additional paid-in capital807 728 
Retained earnings13,289 13,686 
Accumulated other comprehensive income583 816 
Total Air T, Inc. Stockholders' Equity11,338 11,904 
Non-controlling Interests1,069 1,078 
Total Equity12,407 12,982 
Total Liabilities and Equity$187,196 $189,562 
See notes to condensed consolidated financial statements.
5



AIR T, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

(In Thousands)Three Months Ended
June 30,
20232022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(27)$(802)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization690 861 
Income from equity method of investments(691)(532)
Other479 272 
Change in operating assets and liabilities:
Accounts receivable(4,921)3,718 
Inventories6,751 (7,844)
Accounts payable131 1,640 
Accrued expenses1,424 700 
Employee retention credit receivable940 1,449 
Other(1,292)(1,993)
Net cash provided by (used in) operating activities3,484 (2,531)
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in unconsolidated entities(417)(880)
Capital expenditures related to property & equipment(404)(351)
Capital expenditures related to assets on lease or held for lease (20)
Other800 191 
Net cash used in investing activities(21)(1,060)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from lines of credit34,186 29,839 
Payments on lines of credit(36,820)(30,583)
Proceeds from term loan 6,177 
Payments on term loan(1,261)(836)
Other(181)(24)
Net cash (used in) provided by financing activities(4,076)4,573 
Effect of foreign currency exchange rates on cash and cash equivalents(56)173 
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH(669)1,155 
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD7,090 8,368 
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD$6,421 $9,523 
See notes to condensed consolidated financial statements.
6



AIR T, INC AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(UNAUDITED)

(In Thousands)Common StockTreasury StockAdditional
Paid-In
Capital
Retained
Earnings
Accumulated Other Comprehensive Income (Loss)Non-controlling
Interests
Total
Equity
SharesAmountSharesAmount
Balance, March 31, 20223,023 $756 156 $(3,002)$393 $26,729 $(263)$1,104 $25,717 
Net loss*— — — — — (1,433)— (6)(1,439)
Stock compensation expense— — — — 79 — — — 79 
Foreign currency translation loss— — — — — — (529)— (529)
Adjustment to fair value of redeemable non-controlling interests— — — — — 926 — — 926 
Unrealized gain on interest rate swaps, net of tax— — — — — — 475 — 475 
Reclassification of interest rate swaps into earnings— — — — — — 17 — 17 
Balance, June 30, 20223,023 $756 156 $(3,002)$472 $26,222 $(300)$1,098 $25,246 


(In Thousands)Common StockTreasury StockAdditional
Paid-In
Capital
Retained
Earnings
Accumulated Other Comprehensive Income (Loss)Non-controlling
Interests
Total
Equity
SharesAmountSharesAmount
Balance, March 31, 20233,027 $757 208 $(4,083)$728 $13,686 $816 $1,078 $12,982 
Net loss*— — — — — (531)— (9)(540)
Repurchase of common stock— — 1 (15)— — — (15)
Stock compensation expense— — — — 79 — — — 79 
Foreign currency translation loss— — — — — — (65)— (65)
Adjustment to fair value of redeemable non-controlling interest— — — — — 134 — — 134 
Unrealized gain on interest rate swaps, net of tax— — — — — — 24 — 24 
Reclassification of interest rate swaps into earnings— — — — — — (192)— (192)
Balance, June 30, 20233,027 $757 209 $(4,098)$807 $13,289 $583 $1,069 $12,407 

*Excludes amount attributable to redeemable non-controlling interests in Contrail Aviation Support, LLC ("Contrail") and Shanwick B.V. ("Shanwick")
See notes to condensed consolidated financial statements.
7



AIR T, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1.    Financial Statement Presentation
The condensed consolidated financial statements of Air T, Inc. (“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, 2023. The results of operations for the period ended June 30, 2023 are not necessarily indicative of the operating results for the full year.
The accompanying financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

Recently Issued Accounting Pronouncements

In 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. In December 2022, the FASB issued ASU 2022-06- Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848. The amendments in this Update defer the implementation deadline of Topic 848 from December 31, 2022, to December 31, 2024. The Company is currently in the process of converting its LIBOR-based contracts, hedging relationships, and other transactions to other reference rates and anticipates that this process will be complete by September 30, 2023.
8



2.    Acquisitions

Worldwide Aviation Services, Inc.
On January 31, 2023, the Company acquired Worldwide Aircraft Services, Inc. ("WASI"), a Kansas corporation that services the aircraft industry across the United States and internationally through the operation of a repair station which is located in Springfield, Missouri at the Branson National Airport. The acquisition was funded with cash and the loans described in Note 12 of this report. WASI is included within the Overnight air cargo segment.
The acquisition date's fair value of the consideration is summarized in the table below (in thousands):
January 31, 2023
Cash consideration$1,628 
Seller's Note1,370 
Total consideration$2,998 
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 fair values as of January 31, 2023, with the excess of total consideration above fair value of net assets acquired recorded as goodwill. The following table outlines the consideration transferred and purchase price allocation at the respective fair values as of January 31, 2023 (in thousands):
January 31, 2023
ASSETS
Accounts receivable$1,037 
Inventory517
Other current assets97
Property, plant and equipment, net403
Intangible -Trade Name342
Intangible - Non-competition Agreement19
Intangible - Customer Relationships683
Other assets20
Total assets$3,118 
LIABILITIES
Accounts payable61
Accrued expenses and deferred revenue635
Total liabilities$696 
Net assets acquired$2,422 
Consideration paid2,998 
Less: Cash acquired(500)
Less: Net assets acquired(2,422)
Goodwill$76 
As of March 31, 2023, the purchase price allocation was final. The following table sets forth the revenue and expenses of WASI that are included in the Company’s condensed consolidated statement of income for the fiscal year ended March 31, 2023 (in thousands):
Income Statement
Post-Acquisition
Revenue$929 
Cost of Sales676 
Operating Expenses425 
Operating Loss(172)
Non-operating expense(22)
Net loss$(194)
Pro forma financial information is not presented as the results are not material to the Company’s consolidated financial statements.

9



GdW Beheer B.V.
On February 10, 2022, the Company acquired GdW, a Dutch holding company in the business of providing global aviation data and information. The acquisition was completed through a wholly-owned subsidiary of the Company, Air T Acquisition 22.1, LLC ("Air T Acquisition 22.1"), a Minnesota limited liability company, through its Dutch subsidiary, Shanwick, and was funded with cash, investment by executive management of the underlying business, and the loans described in Note 12. As part of the transaction, the executive management of the underlying business purchased 30.0% of Shanwick. Air T Acquisition 22.1 and its consolidated subsidiaries are included within the Corporate and other segment. GdW was administratively dissolved on June 24, 2022 with Shanwick as the surviving entity.

Subsequent to the acquisition date, the Company made certain measurement period adjustments to the preliminary purchase price allocation, which resulted in an increase to goodwill of $0.3 million. The increase is attributable to a measurement period adjustment of $0.3 million related to certain intangible assets acquired and related deferred tax liabilities assumed due to clarification of information utilized to determine fair value during the measurement period. As of June 30, 2022, the measurement period was completed and all adjustments are reflected in the tables below.
Total consideration is summarized in the table below (in thousands):
February 10, 2022
Consideration paid$15,256 
Less: Cash acquired(2,452)
Less: Net assets acquired(6,520)
Goodwill$6,284 
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 fair values as of February 10, 2022, with the excess of total consideration over fair value of net assets acquired recorded as goodwill. The following table outlines the consideration transferred and purchase price allocation at the respective fair values as of February 10, 2022 (in thousands):
February 10, 2022
ASSETS
Accounts Receivable$715 
Other current assets67
Property, plant and equipment, net40
Intangible - Proprietary Database2,576
Intangible - Customer Relationships7,267
Total assets10,665
LIABILITIES
Accounts payable15
Accrued expenses and deferred revenue1,670
Deferred income tax liabilities, net2,460
Total liabilities4,145 
Net assets acquired$6,520 

The following table sets forth the revenue and expenses of GdW, prior to intercompany eliminations, which are included in the Company’s condensed consolidated statement of income for the fiscal year ended March 31, 2022 (in thousands):
Income Statement
Post-Acquisition
Revenue$887 
Cost of Sales145 
Operating Expenses701 
Operating Income41 
Non-operating income19 
Net income$60 

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

10



3.    Revenue Recognition
Substantially all of the Company’s non-lease revenue is derived from contracts with an initial expected duration of one year or less. As a result, the Company has applied the practical expedient to exclude consideration of significant financing components from the 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 RevenueNature, Timing of Satisfaction of Performance Obligations, and Significant Payment Terms
Product SalesThe Company generates revenue from sales of various distinct products such as parts, aircraft 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 ServicesThe Company provides a variety of support services such as aircraft maintenance and short-term repair services to its customers. Additionally, the Company operates certain aircraft routes on behalf of FedEx. A performance obligation is created when the Company agrees to provide a particular service to a customer. For each service, the Company recognizes revenues over time as the customer simultaneously receives the benefits provided by the Company's performance. This revenue recognition can vary from when the Company has a right to invoice to the output or input method depending on the structure of the contract and management’s analysis.

For repair-type services, the Company records revenue over-time based on an input method of costs incurred to total estimated costs. The Company believes this is appropriate as the Company is performing labor hours and installing parts to enhance an asset that the customer controls. The vast majority of repair-services are short term in nature and are typically billed upon completion of the service.

Some of the Company’s contracts contain a promise to stand ready as the Company is obligated to perform certain maintenance or administrative services. For most of these contracts, the Company applies the 'as invoiced' practical expedient as the Company has a right to consideration from the customer in an amount that corresponds directly with the value of the entity's performance completed to date. A small number of contracts are accounted for as a series and recognized equal to the amount of consideration the Company is entitled to less an estimate of variable consideration (typically rebates). These services are typically ongoing and are generally billed on a monthly basis.
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.
The following table summarizes disaggregated revenues by type (in thousands):
Three Months Ended June 30,
20232022
Product Sales
Air Cargo$9,171 $6,354 
Ground equipment sales11,575 5,577 
Commercial jet engines and parts26,759 20,310 
Corporate and other335 116 
Support Services
Air Cargo18,550 14,060 
Ground equipment sales93 140 
Commercial jet engines and parts2,946 1,975 
Corporate and other1,255 1,024 
Leasing Revenue
Air Cargo  
Ground equipment sales25 43 
Commercial jet engines and parts12 541 
Corporate and other387 388 
Other
Air Cargo7 150 
Ground equipment sales94 55 
Commercial jet engines and parts129 29 
Corporate and other93 100 
Total$71,431 $50,862 
See Note 14 for the Company's disaggregated revenues by geographic region and Note 15 for the Company’s disaggregated revenues by segment. These notes disaggregate revenue recognized from contracts with customers into categories that depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors.
Contract Balances and Costs

Contract liabilities relate to deferred revenue, our unconditional right to receive consideration in advance of performance with respect to subscription revenue and advanced customer deposits with respect to product sales. The following table presents outstanding contract liabilities as of April 1, 2023 and June 30, 2023 and the amount of contract liabilities as of April 1, 2023 that were recognized as revenue during the three-month period ended June 30, 2023 (in thousands):

Outstanding contract liabilitiesOutstanding contract liabilities as of April 1, 2023
Recognized as Revenue
As of June 30, 2023$6,315 
As of April 1, 2023$5,000 
For the three months ended June 30, 2023$2,078 

11



4.     Accrued Expenses and Other

(in thousands)June 30, 2023March 31, 2023
Salaries, wages and related items$6,351 $4,748 
Profit sharing and bonus768 1,672 
Other deposits2,871 2,560 
Other4,653 4,153 
Total$14,643 $13,133 

12



5.    Income Taxes

During the three-month period ended June 30, 2023, the Company recorded $0.2 million in income tax expense at an effective tax rate ("ETR") of 114.7%. The Company records income taxes using an estimated annual effective tax 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 June 30, 2023 were the change in valuation allowance related to the Company's U.S. consolidated group, Delphax Solutions, Inc. and Delphax Technologies, Inc. (collectively known as "Delphax") and Landing Gear Support Services PTE LTD (known as "LGSS"), the estimated benefit for the exclusion of income for the Company's captive insurance company subsidiary ("SAIC") under Section 831(b), and the exclusion from the tax provision of the minority owned portion of the pretax income of Contrail, and the foreign rate differentials for Air T's operations located in the Netherlands, Puerto Rico, and Singapore.

During the three-month period ended June 30, 2022, the Company recorded $0.2 million in income tax expense at an ETR of (31.5)%. 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 June 30, 2022 were the change in valuation allowance related to the Company's subsidiaries in the corporate and other segment, Delphax, other capital losses, the estimated benefit for the exclusion of income for the SAIC under Section 831(b), and the exclusion from the tax provision of the minority owned portion of the pretax income of Contrail.
13



6.    Net Earnings (Loss) Per Share
Basic earnings (loss) 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 (loss) 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.
The computation of basic and diluted earnings per common share is as follows (in thousands, except for per share figures):
Three Months Ended June 30,
20232022
Net loss$(27)$(802)
Net income attributable to non-controlling interests(504)(631)
Net loss attributable to Air T, Inc. Stockholders$(531)$(1,433)
Loss per share:
Basic$(0.19)$(0.50)
Diluted$(0.19)$(0.50)
Antidilutive shares excluded from computation of loss per share5 7 
Weighted Average Shares Outstanding:
Basic2,818 2,866 
Diluted2,818 2,866 




14



7.    Intangible Assets and Goodwill
Intangible assets as of June 30, 2023 and March 31, 2023 consisted of the following (in thousands):
June 30, 2023
Gross Carrying AmountAccumulated AmortizationNet Book Value
Purchased software$551 $(447)$104 
Internally developed software3,670(548)3,122 
In-place lease and other intangibles1,094(259)835 
Customer relationships8,044(996)7,048 
Patents1,112(1,106)6 
Other1,799(1,137)662 
16,270(4,493)11,777 
In-process software5757 
Intangible assets, total$16,327 $(4,493)$11,834 
March 31, 2023
Gross Carrying AmountAccumulated AmortizationNet Book Value
Purchased software$544 $(433)$111 
Internally developed software3,672(465)3,207
In-place lease and other intangibles1,094(229)865
Customer relationships8,050(851)7,199
Patents1,112(1,105)7
Other1,782(1,108)674
16,254(4,191)12,063
In-process software4040
Intangible assets, total$16,294 $(4,191)$12,103 
Based on the intangible assets recorded at June 30, 2023 and assuming no subsequent additions to, or impairment of the underlying assets, the remaining estimated annual amortization expense is expected to be as follows:
(In thousands)
Year ending March 31,Amortization
2024 (excluding the three months ended June 30, 2023)$920 
20251,166
20261,083
20271,024
2028976
2029969
Thereafter5,639 
$11,777 
The carrying amount of goodwill as of June 30, 2023 and March 31, 2023 was $10.6 million. There was no impairment of goodwill during the three months ended June 30, 2023.
15



8.    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.
On August 31, 2021, Air T and Minnesota Bank & Trust ("MBT") refinanced Term Note A and fixed its interest rate at 3.42%. As a result of this refinancing, the Company determined that the interest rate swap on Term Note A was no longer an effective hedge. The Company will amortize the fair value of the interest-rate swap contract included in accumulated other comprehensive income (loss) associated with Term Note A at the time of de-designation into earnings over the remainder of its term. In addition, any changes in the fair value of Term Note A's swap after August 31, 2021 are recognized directly into earnings. The remaining swap contract associated with Term Note D is designated as an effective cash flow hedging instrument in accordance with ASC 815.
On January 7, 2022, Contrail completed an interest rate swap transaction with Old National Bank ("ONB") with respect to the $43.6 million loan made to Contrail in November 2020 pursuant to the Main Street Priority Loan Facility as established by the U.S. Federal Reserve ("Contrail - Term Note G"). The purpose of the floating-to-fixed interest rate swap transaction was to effectively fix the loan interest rate at 4.68%. As of February 24, 2022, this swap contract has been designated as a cash flow hedging instrument and qualified as an effective hedge in accordance with ASC 815. During the period between January 7, 2022 and February 24, 2022, the Company recorded a loss of approximately $0.1 million in the consolidated statement of income (loss) due to the changes in the fair value of the instrument prior to the designation and qualification of this instrument as an effective hedge. After it was deemed an effective hedge, the Company recorded changes in the fair value of the instrument in the consolidated statement of comprehensive income (loss). On March 30, 2023, Contrail made a prepayment of $6.7 million on Contrail - Term Note G. As a result of this prepayment, the Company determined that the interest rate swap on Contrail - Term Note G was no longer an effective hedge. The Company will amortize the fair value of the interest-rate swap contract included in accumulated other comprehensive income (loss) associated with Contrail - Term Note G at the time of de-designation into earnings over the remainder of its term. In addition, any changes in the fair value of Contrail - Term Note G's swap after March 30, 2023 are recognized directly into earnings.
For the swap related to Air T Term Note D, the effective portion of changes in the fair value on this instrument is recorded in other comprehensive income (loss) and is reclassified into the consolidated statement of income (loss) as interest expense in the same period in which the underlying hedged transactions affect earnings. During the three months ended June 30, 2023 and 2022, the Company recorded a gain of approximately $24.0 thousand and $0.5 million, net of tax, respectively, with prior year's gain inclusive of Contrail - Term Note G due to its effective hedge designation at the time. These gains are included in the condensed consolidated statement of comprehensive income (loss) for changes in the fair value of these instruments. The interest rate swaps are considered Level 2 fair value measurements. As of June 30, 2023 and March 31, 2023, the fair value of these interest-rate swap contracts was an asset of $2.8 million and $2.4 million, respectively, which is included within other assets in the condensed consolidated balance sheets.

16



9.    Equity Method Investments
The Company’s investment in Insignia Systems, Inc. - NASDAQ: ISIG (“Insignia”) is accounted for under the equity method of accounting. The Company has elected a three-month lag upon adoption of the equity method. As of June 30, 2023, the Company owned 0.5 million Insignia shares, representing approximately 27.1% of Insignia's outstanding shares. During the three months ended June 30, 2023, the Company's share of Insignia's net income for three months ended March 31, 2023 was $0.4 million. As of June 30, 2023, the Company's net investment basis in Insignia is $2.1 million.
The Company's 20.1% investment in Cadillac Casting, Inc. ("CCI") is accounted for under the equity method of accounting. Due to the differing fiscal year-ends, the Company has elected a three-month lag to record the CCI investment at cost, with a basis difference of $0.3 million. The Company recorded income of $0.7 million as its share of CCI's net income for the three months ended June 30, 2023 , along with a basis difference adjustment of $12.0 thousand. The Company's net investment basis in CCI is $3.5 million as of June 30, 2023.
Summarized unaudited financial information for the Company's equity method investees for the three months ended March 31, 2023 and 2022 is as follows (in thousands):
Three Months Ended
March 31, 2023March 31, 2022
Revenue$51,157 $35,602 
Gross Profit7,803 4,375 
Operating income5,261 1,981 
Net income5,116 1,750 
Net income attributable to Air T, Inc. stockholders$1,130 $308 

17



10.    Inventories
Inventories consisted of the following (in thousands):
June 30,
2023
March 31,
2023
Overnight air cargo:
Finished goods$746 $546 
Ground equipment manufacturing:
Raw materials4,661 4,589 
Work in process1,283 153 
Finished goods5,032 6,976 
Corporate and other:
Raw materials809 794 
Finished goods725 726 
Commercial jet engines and parts:
Whole engines available for sale or tear-down9,459 10,141 
Parts45,330 50,813 
Total inventories68,045 74,738 
Reserves(3,639)(3,613)
Total inventories, net of reserves$64,406 $71,125 

18



11.     Leases
The Company has operating leases for the use of real estate, machinery, and office equipment. The majority of our leases have a 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 months ended June 30, 2023 and 2022 are as follows (in thousands):
Three Months Ended June 30,
20232022
Operating lease cost$683 $491 
Short-term lease cost85 185 
Variable lease cost185 136 
Total lease cost$953 $812 
Amounts reported in the consolidated balance sheets for leases where we are the lessee as of June 30, 2023 and March 31, 2023 were as follows (in thousands):
June 30, 2023March 31, 2023
Operating leases
Operating lease ROU assets$12,133 $11,666 
Operating lease liabilities$12,843 $12,435 
Weighted-average remaining lease term
Operating leases12 years, 5 months12 years, 11 months
Weighted-average discount rate
Operating leases5.03 %4.99 %
Maturities of lease liabilities under non-cancellable leases where we are the lessee as of June 30, 2023 are as follows (in thousands):
Operating Leases
2024 (excluding the three months ended June 30, 2023)$1,843 
20252,297 
20262,011 
20271,859 
20281,387 
2029750 
Thereafter8,227 
Total undiscounted lease payments18,374 
Interest(4,607)
Discount(924)
Total lease liabilities$12,843 



19



12.    Financing Arrangements
Borrowings of the Company and its subsidiaries are summarized below at June 30, 2023 and March 31, 2023, respectively.

Effective May 26, 2023, Contrail entered into the Fourth Amendment to Master Loan Agreement and the Amended and Restated Promissory Note Term Note G with Old National Bank ("ONB"). The purpose of the amended documents was to replace the one-month LIBOR based interest rate with a one-month SOFR-based rate. All other material terms of the obligations remain the same. The principal amount of the loan was $38.2 million on the effective date of the amended documents and the applicable interest rate is now the one-month SOFR based rate, as defined in the loan agreement, plus 3.11%.

Effective May 26, 2023, Contrail entered into the First Amendment to Supplement #8 to Master Loan Agreement, the Fifth Amendment to Supplement #2 to the Master Loan Agreement and the Fourth Amended and Restated Promissory Note Revolving Note with ONB. The purpose of the amended documents was to replace the LIBOR based interest rate with a one-month SOFR based rate. All other material terms of the obligation remain the same. The maximum principal amount of the revolving note remains at $25.0 million and the applicable interest rate is now the one-month SOFR-based rate, as defined in the loan agreement, plus 3.56%.

On May 26, 2023, AirCo 1 executed an Amendment to Main Street Priority Loan Facility Term Loan Agreement with Park State Bank ("PSB"). The Amendment replaces the three-month LIBOR benchmark applicable to the loan with a three-month SOFR based rate, which is defined as the three-month SOFR rate plus 3.26%. The principal amount of the loan was $6.4 million on the effective date of the amended agreement. The interest rate is to be determined on the 11th day of each month on the amounts that remain outstanding, commencing June 11, 2023.

On June 23, 2023, the Company and MBT entered into amendments to the MBT revolving credit agreement and related promissory note. The amendments extended the maturity date of the credit facility to August 31, 2024 and include the following changes:

1. A $2.0 million seasonal increase in the maximum amount available under the facility. The maximum amount of the facility will now increase to $19.0 million between May 1 and November 30 of each year and will decrease to $17.0 million between December 1 and April 30 of each year;
2.The reference rate for the interest rate payable on the revolving facility will change from Prime to SOFR, plus a spread. The exact spread over SOFR will change every September 30 and March 31 based on the Company calculated funded debt leverage ratio (defined as total debt divided by EBITDA). Depending on the result of the calculation, the interest rate spread applicable to the facility will range between 2.25% and 3.25%;
3.The unused commitment fee on the revolving credit facility will increase from 0.11% to 0.15%; and,
4.The covenant restricting the Company’s use of funds for “Other Investments” was revised to limit the Company to $5.0 million of “Other Investments” per year.

The following table provides certain information about the current financing arrangements of the Company and its subsidiaries as of June 30, 2023:
(In Thousands)June 30,
2023
March 31,
2023
Maturity DateInterest RateUnused commitments at June 30, 2023
Air T Debt
Revolver - MBT$13,366 $8,742 8/31/2024
SOFR + range of 2.25% - 3.25%
$5,634 
  Term Note A - MBT7,563 7,762 8/31/20313.42%
  Term Note B - MBT2,670 2,740 8/31/20313.42%
  Term Note D - MBT1,321 1,338 1/1/2028
1-month LIBOR + 2.00%
Term Note E - MBT235 800 6/25/2025
Greater of LIBOR + 1.50% or 2.50%
Term Note F - MBT933 983 1/31/2028
Greater of 6.00% or Prime + 1.00%
Debt - Trust Preferred Securities25,602 25,598 6/7/20498.00%
Total51,690 47,963 
AirCo 1 Debt
Term Loan - PSB6,393 6,393 12/11/2025
3-month SOFR + 3.26%
Total6,393 6,393 
Jet Yard Debt
Term Loan - MBT1,819 1,844 8/31/20314.14%
Total1,819 1,844 
Contrail Debt
Revolver - ONB5,183 12,441 9/5/2023
1-month SOFR + 3.56%
$19,817 
Term Loan G - ONB38,180 38,180 11/24/2025
1-month SOFR + 3.11%
Total43,363 50,621 
Delphax Solutions Debt
Canadian Emergency Business Account Loan30 30 12/31/20255.00%
Total30 30 
Wolfe Lake Debt
Term Loan - Bridgewater9,523 9,586 12/2/20313.65%
Total9,523 9,586 
Air T Acquisition 22.1
Term Loan - Bridgewater4,500 4,500 2/8/20274.00%
Term Loan A - ING2,445 2,610 2/1/20273.50%
Term Loan B - ING1,087 1,088 5/1/20274.00%
Total8,032 8,198 
WASI Debt
Promissory Note - Seller's Note1,171 1,279 1/1/20266.00%
Total1,171 1,279 
Total Debt122,021 125,914 
Unamortized Debt Issuance Costs(763)(829)
Total Debt, net$121,258 $125,085 

At June 30, 2023, our contractual financing obligations, including payments due by period, are as follows (in thousands):
Due byAmount
June 30, 2024$22,721 
June 30, 202524,499 
June 30, 202626,160 
June 30, 20276,476 
June 30, 20282,877 
Thereafter39,288 
122,021 
Unamortized Debt Issuance Costs(763)
$121,258 



20



13.    Shares Repurchased
On May 14, 2014, the Company announced that its Board of Directors had authorized a program to repurchase up to 750,000 (retrospectively adjusted to 1,125,000 after the stock split on June 10, 2019) shares of the Company’s common stock from time to time on the open market or in privately negotiated transactions, in compliance with SEC Rule 10b-18, over an indefinite period. During the three months ended June 30, 2023, the Company repurchased 620 shares at an aggregate cost of $15.0 thousand. All of these repurchased shares were recorded as treasury shares as of June 30, 2023.
On August 16, 2022, President Biden signed the Inflation Reduction Act ("IRA") into law. The IRA enacted a 15% corporate minimum tax rate (subject to certain thresholds being met), a 1% excise tax on share repurchases made after December 31, 2022, and created and extended certain tax-related energy incentives.

As a result of the IRA's enactment into law, the Company is now subject to a 1% excise tax on share repurchases, effective for share repurchases made after December 31, 2022. This excise tax may be reduced for the value of certain share issuances. The excise tax incurred in connection with the Company's stock repurchases during the three months ended June 30, 2023 was not material.
21



14.    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 June 30, 2023 and March 31, 2023 (in thousands):
June 30, 2023March 31, 2023
United States$21,454 $21,433 
Foreign50 89 
Total tangible long-lived assets, net$21,504 $21,522 

The net book value located within each individual country at June 30, 2023 and March 31, 2023 is listed below (in thousands):
June 30, 2023March 31, 2023
The Netherlands$42 $42 
Other8 47 
Total tangible long-lived assets, net$50 $89 

Total revenue, in and outside the United States, is summarized in the following table for the three months ended June 30, 2023 and June 30, 2022 (in thousands):
June 30, 2023June 30, 2022
United States$61,722 $41,952 
Foreign9,709 8,910 
Total revenue$71,431 $50,862 

22



15.    Segment Information
The Company has four 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
June 30,
20232022
Operating Revenues by Segment:
Overnight Air Cargo:
Domestic$27,137 $20,564 
International591  
Total Overnight Air Cargo27,728 20,564 
Ground Equipment Sales:
Domestic11,698 3,907 
International89 1,908 
Total Ground Equipment Sales11,787 5,815 
Commercial Jet Engines and Parts:
Domestic21,968 16,732 
International7,878 6,123 
Total Commercial Jet Engines and Parts29,846 22,855 
Corporate and Other:
Domestic919 749 
International1,151 879 
Total Corporate and Other2,070 1,628 
Total71,431 50,862 
Operating Income (Loss):
Overnight Air Cargo1,935 1,077 
Ground Equipment Sales(85)142 
Commercial Jet Engines and Parts1,478 3,074 
Corporate and Other(2,670)(3,459)
Total658 834 
Capital Expenditures:
Overnight Air Cargo158 99 
Ground Equipment Sales33 9 
Commercial Jet Engines and Parts120 74 
Corporate and Other93 189 
Total404 371 
Depreciation and Amortization:
Overnight Air Cargo85 20 
Ground Equipment Sales34 49 
Commercial Jet Engines and Parts190 434 
Corporate and Other381 358 
Total$690 $861 

The table below provides a reconciliation of operating income (loss) to Adjusted EBITDA by reportable segment for the three months ended June 30, 2023 and 2022 (in thousands):
Three Months Ended June 30, 2023
Overnight Air CargoGround Equipment SalesCommercial Jet Engines and PartsCorporate and OtherTotal
Operating income (loss)$1,935 $(85)$1,478 $(2,670)$658 
Depreciation and amortization (excluding leased engines depreciation)85 34 190 381 690 
Gain on sale of property and equipment(6)   (6)
Securities expenses   4545 
Adjusted EBITDA$2,014 $(51)$1,668 $(2,244)$1,387 

Three Months Ended June 30, 2022
Overnight Air CargoGround Equipment SalesCommercial Jet Engines and PartsCorporate and OtherTotal
Operating income (loss)$1,077 $142 $3,074 $(3,459)$834 
Depreciation and amortization (excluding leased engines depreciation)19 49 179 358 605 
Gain on sale of property and equipment  (2) (2)
Securities expenses   15 15 
Adjusted EBITDA$1,096 $191 $3,251 $(3,086)$1,452 
23



16.    Commitments and Contingencies
Contrail Put/Call Option
Contrail entered into an Operating Agreement (the “Contrail Operating Agreement”) in connection with the acquisition of Contrail providing for the governance of and the terms of membership interests in Contrail and including put and call options with the Seller to require Contrail to purchase all of the Seller’s equity membership interests in Contrail commencing on the fifth anniversary of the acquisition, which occurred on July 18, 2021. The Company has presented this redeemable non-controlling interest in Contrail ("Contrail RNCI") between the liabilities and equity sections of the accompanying condensed consolidated balance sheets. In addition, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Contrail RNCI is a Level 3 fair value measurement that is valued at $8.0 million as of June 30, 2023. The change in the redemption value compared to March 31, 2023 is an increase of $7.0 thousand, which was driven by the decrease in fair value of $0.1 million and net income attributable to non-controlling interest of $0.2 million, partially offset by distributions to non-controlling interest of $0.1 million. As of the date of this filing, neither the Seller nor the Company has indicated an intent to exercise the put and call options. If either side were to exercise the option, the Company anticipates that the price would approximate the fair value of the Contrail RNCI, as determined on the transaction date. The Company currently expects that it would fund any required payment from cash provided by operations.
Contrail Asset Management, LLC and CJVII, LLC
On May 5, 2021, the Company formed an aircraft asset management business called Contrail Asset Management, LLC ("CAM"), and an aircraft capital joint venture called Contrail JV II LLC ("CJVII"). The new ventures focus on acquiring commercial aircraft and jet engines for leasing, trading and disassembly. The joint venture, CJVII, was formed as a series LLC ("CJVII Series"). It consists of several individual series that target investments in current generation narrow-body aircraft and engines, building on Contrail’s origination and asset management expertise. CAM was formed to serve two separate and distinct functions: 1) to direct the sourcing, acquisition and management of aircraft assets owned by CJVII Series as governed by the Management Agreement between CJVII and CAM (“Asset Management Function”), and 2) to directly invest into CJVII Series alongside other institutional investment partners (“Investment Function”).
CAM has two classes of equity interests: 1) common interests and 2) investor interests. Neither interest votes as the entity is operated by a Board of Directors. The common interests of CAM relate to its Asset Management Function. The investor interests of CAM relate to the Company’s and Mill Road Capital’s (“MRC”) investments through CAM into CJVII (the Investment Function) and ultimately into the individual CJVII Series. With regard to CAM’s common interests, the Company currently owns 90% of the economic common interests in CAM, and MRC owns the remaining 10%. MRC invested $1.0 million directly into CAM in exchange for 10% of the common interests. For the Asset Management Function, CAM receives origination fees, management fees, consignment fees (where applicable) and a carried interest from the direct investors into each CJVII Series. Such fee income and carried interest will be distributed to the Company and MRC in proportion to their respective common interests.
For its Investment Function, CAM's initial commitment to CJVII was approximately $51.0 million. The Company and MRC have commitments to CAM in the respective amounts of $7.0 million and $44.0 million. These represent the investor interests of CAM, separate and distinct from the common interests. Any investment returns on CAM’s investor interests are shared pro-rata between the Company and MRC for each individual investment at the CJVII Series. As of March 31, 2023, Air T has fulfilled its Investment Function initial commitment to CAM.
Per its Operating Agreement, CAM is comprised of only two Series: the Onshore and the Offshore Series. Participation in each is determined solely based on whether a potential investment at the CJVII Series is a domestic (Onshore) or international (Offshore) investment. As of June 30, 2023, for its Investment Function, the Company has contributed $1.0 million to CAM’s Offshore Series and $6.9 million to CAM’s Onshore Series.
The Company determined that CAM is a variable interest entity and that the Company is not the primary beneficiary. This is primarily the result of the Company's conclusion that it does not control CAM’s Board of Directors, which has the power to direct the activities that most significantly impact the economic performance of CAM. Accordingly, the Company does not consolidate CAM and has determined to account for this investment using equity method accounting. As of June 30, 2023, the Company's net investment basis in CAM is $5.3 million.
In connection with the formation of CAM, MRC has a fixed price put option of $1.0 million to sell its common equity in CAM to the Company at each of the first three (3) anniversary dates. At the later of (a) five (5) years after execution of the agreement and (b) distributions to MRC per the waterfall equal to their capital contributions, Air T has a call option and MRC has a put option on the MRC common interests in CAM. If either party exercises the option, the exercise price will be fair market value if Air T pays in cash at closing or 112.5% of fair market value if Air T opts to pay in three (3) equal annual installments after exercise. With respect to the secondary put and call option, as it is priced at fair value, the Company also determined that there is no potential loss or gain upon exercise that would need to be recognized

Shanwick Put/Call Option
In February 2022, in connection with the Company's acquisition of GdW, a consolidated subsidiary of Shanwick, the Company entered into a shareholder agreement with the 30.0% non-controlling interest owners of Shanwick, providing for the governance of and the terms of membership interests in Shanwick. The shareholder agreement includes the Shanwick Put/Call Option with regard to the 30.0% non-controlling interest. The non-controlling interest holders are the executive management of the underlying business. The Shanwick Put/Call Option grants the Company an option to purchase the 30.0% interest at the call option price that equals to the average EBIT over the 3 Financial Years prior to the exercise of the Call Option multiplied by 8. In addition, the Shanwick Put/Call Option also grants the non-controlling interest owners an option to require the Company to purchase from them their respective ownership interests at the Put Option price, that is equal to the average EBIT over the 3 Financial Years prior to the exercise of the Put Option multiplied by 7.5. The Call Option and the Put Option may be exercised at any time from the fifth anniversary of the shareholder agreement and then only at the end of each fiscal year of Air T ("Shanwick RNCI").

The Company has presented this redeemable non-controlling interest in Shanwick between the liabilities and equity sections of the accompanying condensed consolidated balance sheets. In addition, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the estimated redemption value at the end of each reporting period. As the Shanwick RNCI will be redeemed at established multiples of EBIT, it is considered redeemable at other than fair value. Changes in its estimated redemption value are recorded on our consolidated statements of operations within non-controlling interests. The Shanwick RNCI's estimated redemption value is $4.9 million as of June 30, 2023, which was comprised of the following (in thousands):

Shanwick RNCI
Beginning Balance as of April 1, 2023$4,738 
Contribution from non-controlling members 
Distribution to non-controlling members(166)
Net income attributable to non-controlling interests86 
Redemption value adjustments199 
Ending Balance as of June 30, 2023$4,857 


2020 Omnibus Stock and Incentive Plan

On December 29, 2020, the Company’s Board of Directors unanimously approved the Omnibus Stock and Incentive Plan (the "Plan"), which was subsequently approved by the Company's stockholders at the August 18, 2021 Annual Meeting of Stockholders. The total number of shares authorized under the Plan is 420,000. Among other instruments, the Plan permits the Company to grant stock option awards. As of June 30, 2023, options to purchase up to 260,670 shares are outstanding under the Plan. Vesting of options is based on the grantee meeting specified service conditions. Furthermore, the number of vested options that a grantee is able to exercise, if any, is based on the Company’s stock price as of the vesting dates specified in the respective option grant agreements. For the three months ended June 30, 2023, total compensation cost recognized under the Plan was $79.0 thousand.

24



17.     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.


25



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

FORWARD-LOOKING STATEMENTS

This section entitled "Management’s Discussion and Analysis of Financial Condition and Results of Operations" (“MD&A”) is intended to provide a reader of our financial statements with a narrative from the perspective of management on our financial condition, results of operations, liquidity, and certain other factors that may affect our future results. The MD&A provides a narrative analysis explaining the reasons for material changes in the Company’s (i) financial condition during the period from the most recent fiscal year-end, March 31, 2023, to and including June 30, 2023 and (ii) results of operations during the current fiscal period(s) as compared to the corresponding period(s) of the preceding fiscal year.

This Quarterly Report on Form 10-Q, including the MD&A, contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements reflect our current views with respect to future events and financial performance. The words “believe,” “expect,” “anticipate,” “intend,” “estimate,” “forecast,” “project,” “should,” "will," "continue" and similar expressions are intended to identify “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Any and all forecasts and projections in this document are “forward looking statements” and are based on management’s current expectations or beliefs. From time to time, we may also provide oral and written forward-looking statements in other materials we release to the public, such as press releases, presentations to securities analysts or investors, or other communications by us. Any or all of our forward-looking statements in this report and in any public statements we make could be materially different from actual results. Accordingly, we wish to caution investors that any forward-looking statements made by or on behalf of us are subject to uncertainties and other factors that could cause actual results to differ materially from such statements.

We also wish to caution investors that other factors might in the future prove to be important in affecting our results of operations. New factors emerge from time to time; it is not possible for management to predict all of such factors, nor can it assess the impact of each such factor on the business or the extent to which any factor, or a combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

We undertake no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Our MD&A should be read in conjunction with the Consolidated Financial Statements and related Notes included in Item 1 of Part 1 of this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the fiscal year ended March 31, 2023 (including the information presented therein under Risk Factors), as well other publicly available information.
Overview
Air T, Inc. (the “Company,” “Air T,” “we” or “us”) is a holding company with a portfolio of operating businesses and financial assets. Our goal is to prudently and strategically diversify Air T’s earnings power and compound the growth in its free cash flow per share over time.
We currently operate in 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 and,
Corporate and other, which acts as the capital allocator and resource for other consolidated businesses. Further, Corporate and other also comprises insignificant businesses and business interests.
Each business segment has separate management teams and infrastructures that offer different products and services. We evaluate the performance of our business segments based on operating income and Adjusted EBITDA. 

Results of Operations

First Quarter Fiscal 2024 Compared to First Quarter Fiscal 2023
Consolidated revenue for the three-month period ended June 30, 2023 increased by $20.6 million (40.4%) compared to the same quarter in the prior fiscal year.
26



Following is a table detailing revenue by segment, net of intercompany during the three months ended June 30, 2023 compared to the same quarter in the prior fiscal year (in thousands):
Three Months Ended
June 30,
Change
20232022
Overnight Air Cargo$27,728 $20,564 $7,164 34.8 %
Ground Equipment Sales11,787 5,815 5,972 102.7 %
Commercial Jet Engines and Parts29,846 22,855 6,991 30.6 %
Corporate and Other2,070 1,628 442 27.1 %
$71,431 $50,862 $20,569 40.4 %
Revenues from the air cargo segment for the three-month period ended June 30, 2023 increased by $7.2 million (34.8%) compared to the first quarter of the prior fiscal year. The increase was principally attributable to higher administrative fees due to increased fleet, higher pass-through revenues from FedEx, and the WASI acquisition mentioned in Note 2 of the Notes to Condensed Consolidated Financial Statements of this report, which contributed revenues for a full quarter but was not part of the segment in the 2022 comparable quarter.

The ground equipment sales segment contributed approximately $11.8 million and $5.8 million to the Company’s revenues for the three-month periods ended June 30, 2023 and 2022 respectively, representing a $6.0 million (102.7%) increase in the current quarter. The increase was primarily driven by the higher number of deicing trucks sold in the current year quarter compared to prior year's comparable quarter. At June 30, 2023, the ground equipment sales segment’s order backlog was $13.7 million compared to $17.2 million at June 30, 2022.
The commercial jet engines and parts segment contributed $29.8 million of revenues in the quarter ended June 30, 2023 compared to $22.9 million in the comparable prior year quarter, which is an increase of $7.0 million (30.6%). The increase was primarily driven by higher component part sales at Contrail in the current quarter compared to prior year comparable quarter.
Revenues from the corporate and other segment for the three-month period ended June 30, 2023 increased by $0.4 million (27.1%) compared to the first quarter of the prior fiscal year. The increase was primarily attributable to more subscriptions sales at Shanwick.

Following is a table detailing operating income (loss) by segment during the three months ended June 30, 2023 compared to the same quarter in the prior fiscal year (in thousands):

Three Months Ended
June 30,
Change
20232022
Overnight Air Cargo$1,935 $1,077 $858 
Ground Equipment Sales(85)142 (227)
Commercial Jet Engines and Parts1,478 3,074 (1,596)
Corporate and Other(2,670)(3,459)789 
$658 $834 $(176)
Consolidated operating income for the quarter ended June 30, 2023 was $0.7 million, compared to an operating income of $0.8 million in the comparable quarter of the prior year.
The air cargo segment's operating income for the three-month period ended June 30, 2023 was $1.9 million compared to operating income of $1.1 million in the same quarter in the prior fiscal year primarily due to the revenue increase noted above.
The ground equipment sales segment's operating loss for the quarter ended June 30, 2023 was $0.1 million compared the prior year comparable quarter's operating income of $0.1 million. This change was primarily attributable to the increased costs for material, labor, and overhead required to get truck units scheduled and built.
The commercial jet engines and parts segment generated operating income of $1.5 million in the current-year quarter compared to operating income of $3.1 million in the prior-year quarter. The decrease was primarily attributable to lower gross profit margins on components sales mentioned above due to parts coming from the tear down of higher priced aircraft.
27



The corporate and other segment's operating loss for the three-month period ended June 30, 2023 was $2.7 million compared to an operating loss of $3.5 million in the same quarter in the prior fiscal year. The change was primarily attributable to the revenue increase mentioned above.
Following is a table detailing non-operating income (expense) during the three months ended June 30, 2023 compared to the same quarter in the prior fiscal year (in thousands):
Three Months Ended
June 30,
Change
20232022
Interest expense$(1,808)$(1,822)$14 
Income from equity method investments691 532 159 
Other643 (154)797 
$(474)$(1,444)$970 
The Company had a net non-operating loss of $0.5 million during the quarter ended June 30, 2023, compared to net non-operating loss of $1.4 million in the prior-year quarter. The decrease in non-operating loss was primarily driven by changes in the fair value of the Contrail swap on Term Note G of $0.3 million and the reclassification of previously recorded gain in other comprehensive income into earnings of $0.2 million as the swap was no longer an effective hedge. See Note 8 of the Notes to Condensed Consolidated Financial Statements of this report. In addition, the non-operating loss was further decreased by fluctuations in foreign currency exchange rates causing a gain of $0.1 million in the current year quarter compared to a loss of $0.2 million in the prior year quarter.
During the three-month period ended June 30, 2023, the Company recorded $0.2 million in income tax expense at an effective tax rate of 114.7%. The Company records income taxes using an estimated annual effective tax 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 June 30, 2023 were the change in valuation allowance related to the Company's U.S. consolidated group, Delphax and LGSS, the estimated benefit for the exclusion of income for SAIC under Section 831(b), the exclusion from the tax provision of the minority owned portion of the pretax income of Contrail, and the foreign rate differentials for Air T's operations located in the Netherlands, Puerto Rico, and Singapore.
During the three-month period ended June 30, 2022, the Company recorded $0.2 million in income tax expense at an effective tax rate of (31.5)%. The Company records income taxes using an estimated annual effective tax 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 June 30, 2022 were the change in valuation allowance related to the Company's subsidiaries in the corporate and other segment, Delphax, other capital losses, the estimated benefit for the exclusion of income for SAIC under Section 831(b), and the exclusion from the tax provision of the minority owned portion of the pretax income of Contrail.


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, 2023. 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 June 30, 2023.
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 have typically not experienced material seasonal trends.
Systems and Network Security

Although we have employed significant resources to develop our security measures against breaches, our cybersecurity measures may not detect or prevent all attempts to compromise our systems, including hacking, viruses, malicious software, break-ins, phishing attacks, security breaches or other attacks and similar disruptions that may jeopardize the security of information stored in and transmitted by our systems. Breaches of our cybersecurity measures could result in unauthorized access to our systems,
28



misappropriation of information or data, deletion or modification of client information or other interruption to our business operations. As techniques used to obtain unauthorized access to sabotage systems change frequently and may not be known until launched against us or our third-party service providers, we may be unable to anticipate, or implement adequate measures to protect against these attacks. If we are unable to avert these attacks and security breaches in the future, we could be subject to significant legal and financial liability, our reputation would be harmed and we could sustain substantial revenue loss from lost sales and customer dissatisfaction. We may not have the resources or technical sophistication to anticipate or prevent rapidly evolving types of cyber-attacks. Cyber-attacks may target us or other participants, or the communication infrastructure on which we depend. Actual or anticipated attacks and risks may cause us to incur significantly higher costs, including costs to deploy additional personnel and network protection technologies, train employees, and engage third-party experts and consultants. Cybersecurity breaches would not only harm our reputation and business, but also could materially decrease our revenue and net income.
Supply Chain and Inflation

Future economic developments such as inflation and increased interest rates as well as further business issues such as supply chain issues present uncertainty and risk with respect to our financial condition and results of operations. Each of our businesses implemented measures to attempt to limit the impact of COVID-19 and economic and business issues but we still experienced disruptions, and we experienced a reduction in demand for commercial aircraft, jet engines and parts compared to historical periods. Many of our businesses may continue to generate reduced operating cash flows and could operate at a loss from time to time beyond fiscal 2023. We expect that issues caused by the pandemic and other economic and business issue will continue to some extent. The fluidity of this situation precludes any prediction as to the ultimate adverse impact these issues on economic and market conditions and our businesses in particular, and, as a result, presents material uncertainty and risk with respect to us and our results of operations. The Company believes the estimates and assumptions underlying the Company’s consolidated financial statements are reasonable and supportable based on the information available as of June 30, 2023.
Liquidity and Capital Resources
As of June 30, 2023, the Company held approximately $6.4 million in cash and cash equivalents and restricted cash, $0.2 million of which related to restricted cash collateralized held for three opportunity zone investments made by the Company - Air T OZ 1, LLC, Air T OZ 2, LLC, and Air T OZ 3, LLC (the "Opportunity Zone Funds"), each a Minnesota limited liability company and a subsidiary of the Company. The Company also held $1.6 million in restricted investments held as statutory reserve of SAIC. The Company has approximately $2.5 million of marketable securities and an aggregate of approximately $25.5 million in available funds under its lines of credit as of June 30, 2023.
As of June 30, 2023, the Company’s working capital amounted to $63.1 million, a decrease of $10.8 million compared to March 31, 2023 primarily driven by the decrease in short-term debt due to the extension of the Air T revolver's maturity date to August 31, 2024.
As mentioned in Note 12 of Notes to Condensed Consolidated Financial Statements included under Part I, Item 1 of this Report on Form 10-Q, on June 23, 2023, the Company and MBT entered into amendments to the MBT revolving credit agreement and related promissory note. The amendments extended the maturity date of the credit facility to August 31, 2024 and include the following changes:

1. A $2.0 million seasonal increase in the maximum amount available under the facility. The maximum amount of the facility will now increase to $19.0 million between May 1 and November 30 of each year and will decrease to $17.0 million between December 1 and April 30 of each year;
2.The reference rate for the interest rate payable on the revolving facility will change from Prime to SOFR, plus a spread. The exact spread over SOFR will change every September 30 and March 31 based on the Company calculated funded debt leverage ratio (defined as total debt divided by EBITDA). Depending on the result of the calculation, the interest rate spread applicable to the facility will range between 2.25% and 3.25%;
3.The unused commitment fee on the revolving credit facility will increase from 0.11% to 0.15%; and,
4.The covenant restricting the Company’s use of funds for “Other Investments” was revised to limit the Company to $5.0 million of “Other Investments” per year.

As mentioned in Note 16 of Notes to Condensed Consolidated Financial Statements included under Part I, Item 1 of this Report on Form 10-Q, in 2016, Contrail entered into an Operating Agreement with the Seller providing for the put and call options with regard to the 21.0% non-controlling interest retained by the Seller. The Seller is the founder of Contrail and its current Chief Executive Officer. The Put/Call Option permits the Seller or the Company to require Contrail Aviation to purchase all of the Seller’s equity membership interests in Contrail Aviation commencing on July 18, 2021. As of the date of this filing, neither the Seller nor the Company has indicated an intent to exercise the put and call options. If either side were to exercise the option, the Company anticipates that the price would approximate the fair value of the Contrail RNCI, as determined on the transaction date. The Company currently expects that it would fund any required payment from cash provided by operations.

As mentioned in Note 16 of Notes to condensed Consolidated Financial Statements included under Part I, Item 1 of this report, on May 5, 2021, the Company formed CAM and acquired its ownership interest in CAM. The operations of CAM are not consolidated into the operations of the Company. For its Investment Function (as defined in Note 16 of Notes to Consolidated Financial Statements
29



included under Part II, Item 8 of this report), CAM’s initial commitment to CJVII was approximately $51.0 million. The Company and MRC have commitments to CAM in the respective amounts of $7.0 million and $44.0 million. As of June 30, 2023, the Company has fulfilled its capital commitments to CAM.

On March 22, 2023, Contrail entered into the First Amendment to Second Amendment to Master Loan Agreement and Third Amendment to Master Loan Agreement ("the Amendment") with ONB whereby, among other things, in exchange for a $20 million principal prepayment of Term Note G, Contrail obtained a waiver of the debt service coverage ratio covenant. $6.7 million of the $20.0 million prepayment was paid on March 30, 2023 and the remaining $13.3 million payment is currently expected to be paid in September 2023. These payments will eliminate the need for Contrail to make any future scheduled principal payments on Term Note G until the final maturity of (on) November 24, 2025. At this time, Contrail management believes it is highly probable that it will have sufficient liquidity to make the $13.3 million prepayment in September 2023.

The revolving line of credit at Contrail with ONB has a due date or expires within the next twelve months. We are currently seeking to refinance the Contrail revolver prior to its maturity date; however, there is no assurance that we will be able to execute this refinancing or, if we are able to refinance this obligation, that the terms of such refinancing would be as favorable as the terms of our existing credit facility.

The Company believes it is probable that the cash on hand and current financings, net cash provided by operations from its remaining operating segments, together with amounts available under our current revolving lines of credit, as amended, 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 three months ended June 30, 2023 and 2022 (in thousands):
Three Months Ended June 30,
20232022
Net Cash Provided by (Used in) Operating Activities$3,484 $(2,531)
Net Cash Used in Investing Activities(21)(1,060)
Net Cash (Used in) Provided by Financing Activities(4,076)4,573 
Effect of foreign currency exchange rates on cash and cash equivalents(56)173 
Net (Decrease) Increase in Cash and Cash Equivalents and Restricted Cash$(669)$1,155 
Net cash provided by operating activities was $3.5 million for the three-month period ended June 30, 2023 compared to net cash used in operating activities of $2.5 million in the prior year three-month period. The change in net cash provided by operating activities was primarily driven by a decrease in inventory of $14.6 million offset by an increase in accounts receivable of $8.6 million due to increased sales in the current quarter.
Net cash used in investing activities for the three-month period ended June 30, 2023 was $21.0 thousand compared to net cash used in investing activities of $1.1 million in the prior-year period. The decrease in cash usage in investing activities was primarily driven by less contributions to and more distributions received from unconsolidated entities.
Net cash used in financing activities for the three-month period ended June 30, 2023 was $4.1 million compared to net cash provided by financing activities of $4.6 million in the prior-year period. The change in cash usage in financing activities was primarily driven by increased payments on the lines of credit in the current quarter, as well as receipt of proceeds from a term note in the prior quarter that did not recur in the current quarter.

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
30



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. There was no depreciation expense for leased engines for the three months ended June 30, 2023 and $0.3 million for the three months ended June 30, 2022.

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 (loss), the most directly comparable amounts reported under GAAP.

The tables below provide a reconciliation of operating income (loss) to Adjusted EBITDA for the three months ended June 30, 2023 and 2022 (in thousands):

Three months ended
6/30/20236/30/2022
Operating income$658 $834 
Depreciation and amortization (excluding leased engines depreciation)690 605 
Gain on sale of property and equipment(6)(2)
Securities expenses45 15 
Adjusted EBITDA$1,387 $1,452 

The table below provides Adjusted EBITDA by segment for the three months ended June 30, 2023 and 2022 (in thousands):

Three months ended
6/30/20236/30/2022
Overnight Air Cargo$2,014 $1,096 
Ground Equipment Sales(51)191 
Commercial Jet Engines and Parts1,668 3,251 
Corporate and Other(2,244)(3,086)
Adjusted EBITDA$1,387 $1,452 



Item 3.    Quantitative and Qualitative Disclosures About Market Risk
The Company is exposed to various risks, including interest rate risk. As interest rates have increased, are projected to increase and can be volatile, the Company has designated a risk management policy which permits the use of derivative instruments to provide protection against rising interest rates on variable rate debt. See Note 8 of Notes to Condensed Consolidated Financial Statements included under Part I, Item 1 of this Report on Form 10-Q for further discussion on the Company’s use of such derivative instruments.


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 June 30, 2023. 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
31



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 June 30, 2023 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, Use of Proceeds, and Issuer Purchases of Equity Securities

(a)On May 14, 2014, the Company announced that its Board of Directors had authorized a program to repurchase up to 750,000 (retrospectively adjusted to 1,125,000 after the stock split in June 2019) shares of the Company’s common stock from time to time on the open market or in privately negotiated transactions, in compliance with SEC Rule 10b-18, over an indefinite period.

Purchases during the quarter ended June 30, 2023 are described below:

Dates of Shares Purchased Total Number of Shares Purchased Average Price Paid per ShareTotal Number of Shares Purchased as Part of Public Announced Plans or ProgramsMaximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
April 1 - April 30, 2023620 $24.26 620 871,093 
May 1 - May 31, 2023— — — 871,093 
June 1 - June 30, 2023— — — 871,093 
620 

Item 5.    Other information

(c)     Insider Trading Arrangements

During the quarter ended June 30, 2023, none of our directors or officers (as defined in Section 16 of the Exchange Act), adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (each as defined in Item 408 of Regulation S-K).
32



Item 6.    Exhibits
(a) Exhibits
No.Description
31.1
31.2
32.1
101
The following financial information from the Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, formatted in XBRL (Extensible Business Reporting Language): (i) Condensed Consolidated Statements of Income, (ii) the Condensed Consolidated Balance Sheets, (iii) the Condensed Consolidated Statements of Cash Flows, (iv) the Condensed Consolidated Statements of Stockholders Equity, and (v) the Notes to the Condensed Consolidated Financial Statements.
* Portions of this exhibit have been omitted for confidential treatment.
33



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
AIR T, INC.
Date: August 11, 2023
/s/ Nick Swenson
Nick Swenson, Chief Executive Officer and Director
/s/ Brian Ochocki
Brian Ochocki, Chief Financial Officer

34

Exhibit 31.1
SECTION 302 CERTIFICATION
I, Nick Swenson, certify that:
1.I have reviewed this Form 10-Q of Air T, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(a)Designed such internal controls over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(b)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(c)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: August 11, 2023
/s/ Nick Swenson
Nick Swenson
Chief Executive Officer



Exhibit 31.2
SECTION 302 CERTIFICATION
I, Brian Ochocki, certify that:
1.I have reviewed this Form 10-Q of Air T, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal controls over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: August 11, 2023
/s/ Brian Ochocki
Brian Ochocki
Chief Financial Officer



Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Air T, Inc. (the "Company") Quarterly Report on Form 10-Q for the period ended June 30, 2023 as filed with the United States Securities and Exchange Commission on the date hereof (the "Report"), I, Nick Swenson, Chief Executive Officer, and Brian Ochocki, Chief Financial Officer of the Company, each certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
Date: August 11, 2023
/s/ Nick Swenson
Nick Swenson, Chief Executive Officer
(Principal Executive Officer)
/s/ Brian Ochocki
Brian Ochocki, Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)


v3.23.2
Cover - shares
3 Months Ended
Jun. 30, 2023
Jul. 31, 2023
Document Information    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Jun. 30, 2023  
Document Transition Report false  
Entity File Number 001-35476  
Entity Registrant Name Air T, Inc.  
Entity Incorporation, State DE  
Entity Tax Identification Number 52-1206400  
Entity Address, Street Address 11020 David Taylor Drive, Suite 305  
Entity Address, City Charlotte  
Entity Address, State NC  
Entity Address, Zip Code 28262  
City Area Code 980  
Local Phone Number 595 – 2840  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding (in shares)   2,817,754
Entity Central Index Key 0000353184  
Current Fiscal Year End Date --03-31  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q1  
Amendment Flag false  
Common Stock    
Document Information    
Title of each class Common Stock  
Trading Symbol(s) AIRT  
Name of each exchange on which registered NASDAQ  
Alpha Income Preferred Securities (also referred to as 8% Cumulative Capital Securities) (“TruPs”)*    
Document Information    
Title of each class Alpha Income Preferred Securities (also referred to as 8% Cumulative Capital Securities) (“TruPs”)*  
Trading Symbol(s) AIRTP  
Name of each exchange on which registered NASDAQ  
v3.23.2
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) (Unaudited) - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Operating Revenues:    
Total revenue $ 71,431 $ 50,862
Operating Expenses:    
General and administrative 12,754 11,779
Depreciation and amortization 690 861
Operating expenses 70,773 50,028
Operating Income 658 834
Non-operating (Expense) Income:    
Interest expense (1,808) (1,822)
Income from equity method investments 691 532
Other 643 (154)
Nonoperating income (expense) (474) (1,444)
Income (Loss) before income taxes 184 (610)
Income Tax Expense 211 192
Net Loss (27) (802)
Net Income Attributable to Non-controlling Interests (504) (631)
Net Loss Attributable to Air T, Inc. Stockholders $ (531) $ (1,433)
Loss per share (Note 6)    
Basic (in dollars per share) $ (0.19) $ (0.50)
Diluted (in dollars per share) $ (0.19) $ (0.50)
Weighted Average Shares Outstanding:    
Basic (in shares) 2,818 2,866
Diluted (in shares) 2,818 2,866
Overnight air cargo    
Operating Revenues:    
Total revenue $ 27,728 $ 20,564
Operating Expenses:    
Cost of Revenue 23,712 18,071
Depreciation and amortization 85 20
Operating Income 1,935 1,077
Ground equipment sales    
Operating Revenues:    
Total revenue 11,787 5,815
Operating Expenses:    
Cost of Revenue 10,338 4,432
Depreciation and amortization 34 49
Operating Income (85) 142
Commercial jet engines and parts    
Operating Revenues:    
Total revenue 29,846 22,855
Operating Expenses:    
Cost of Revenue 23,279 14,885
Depreciation and amortization 190 434
Operating Income 1,478 3,074
Corporate and other    
Operating Revenues:    
Total revenue 2,070 1,628
Operating Expenses:    
Depreciation and amortization 381 358
Operating Income $ (2,670) $ (3,459)
v3.23.2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) - USD ($)
$ in Thousands
3 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Statement of Comprehensive Income [Abstract]    
Net Loss $ (27) $ (802)
Foreign currency translation loss (65) (529)
Unrealized gain on interest rate swaps 24 475
Reclassification of interest rate swaps into earnings (192) 17
Total Other Comprehensive Loss (233) (37)
Total Comprehensive Loss (260) (839)
Comprehensive Income Attributable to Non-controlling Interests (504) (631)
Comprehensive Loss Attributable to Air T, Inc. Stockholders $ (764) $ (1,470)
v3.23.2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($)
$ in Thousands
Jun. 30, 2023
Mar. 31, 2023
Current Assets:    
Cash and cash equivalents $ 5,659 $ 5,806
Marketable securities 365 0
Restricted cash 762 1,284
Restricted investments 1,634 2,161
Accounts receivable, net of allowance for doubtful accounts of $1,295 and $1,160 32,004 27,218
Income tax receivable 223 536
Inventories, net 64,406 71,125
Employee retention credit receivable 0 940
Other current assets 7,793 7,487
Total Current Assets 112,846 116,557
Assets on lease or held for lease, net of accumulated depreciation of $38 and $223 16 83
Property and equipment, net of accumulated depreciation of $6,946 and $6,624 21,488 21,439
Intangible assets, net of accumulated amortization of $4,493 and $4,191 11,834 12,103
Right-of-use ("ROU") assets 12,133 11,666
Equity method investments 13,954 13,230
Goodwill 10,560 10,563
Other assets 4,365 3,921
Total Assets 187,196 189,562
Current Liabilities:    
Accounts payable 10,580 10,449
Income tax payable 0 304
Accrued expenses and other (Note 4) 14,643 13,133
Current portion of long-term debt 22,721 38,736
Short-term lease liability 1,832 1,664
Total Current Liabilities 49,776 64,286
Long-term debt 98,537 86,349
Deferred income tax liabilities, net 2,581 2,417
Long-term lease liability 11,011 10,771
Other non-current liabilities 47 47
Total Liabilities 161,952 163,870
Redeemable non-controlling interest 12,837 12,710
Commitments and contingencies (Note 16)
Equity:    
Preferred stock, $1.00 par value, 2,000,000 shares authorized 0 0
Common stock, $.25 par value; 4,000,000 shares authorized, 3,026,495 and 3,026,495 shares issued, 2,817,754 and 2,818,374 shares outstanding 757 757
Treasury stock, 208,741 shares at $19.63 and 208,121 shares at $19.62 (4,098) (4,083)
Additional paid-in capital 807 728
Retained earnings 13,289 13,686
Accumulated other comprehensive income 583 816
Total Air T, Inc. Stockholders' Equity 11,338 11,904
Non-controlling Interests 1,069 1,078
Total Equity 12,407 12,982
Total Liabilities and Equity $ 187,196 $ 189,562
v3.23.2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parentheticals) - USD ($)
$ in Thousands
Jun. 30, 2023
Mar. 31, 2023
Statement of Financial Position [Abstract]    
Accounts receivable, allowance for doubtful accounts $ 1,295 $ 1,160
Assets on lease, accumulated depreciation 38 223
Property and equipment, accumulated depreciation 6,946 6,624
Intangible assets, accumulated amortization $ 4,493 $ 4,191
Preferred stock, par value (in dollars per share) $ 1.00 $ 1.00
Preferred stock, shares authorized (in shares) 2,000,000 2,000,000
Common stock par value (in dollars per share) $ 0.25 $ 0.25
Common stock, shares authorized (in shares) 4,000,000 4,000,000
Common stock, shares issued (in shares) 3,026,495 3,026,495
Common stock, shares outstanding (in shares) 2,817,754 2,818,374
Treasury stock (in shares) 208,741 208,121
Treasury stock average price (in dollars per share) $ 19.63 $ 19.62
v3.23.2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)
$ in Thousands
3 Months Ended
Jun. 30, 2023
Jun. 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:    
Net loss $ (27) $ (802)
Adjustments to reconcile net loss to net cash provided by operating activities:    
Depreciation and amortization 690 861
Income from equity method investments (691) (532)
Other 479 272
Change in operating assets and liabilities:    
Accounts receivable (4,921) 3,718
Inventories 6,751 (7,844)
Accounts payable 131 1,640
Accrued expenses 1,424 700
Employee retention credit receivable 940 1,449
Other (1,292) (1,993)
Net cash provided by (used in) operating activities 3,484 (2,531)
CASH FLOWS FROM INVESTING ACTIVITIES:    
Investment in unconsolidated entities (417) (880)
Capital expenditures related to property & equipment (404) (351)
Capital expenditures related to assets on lease or held for lease 0 (20)
Other 800 191
Net cash used in investing activities (21) (1,060)
CASH FLOWS FROM FINANCING ACTIVITIES:    
Proceeds from lines of credit 34,186 29,839
Payments on lines of credit (36,820) (30,583)
Proceeds from term loan 0 6,177
Payments on term loan (1,261) (836)
Other (181) (24)
Net cash (used in) provided by financing activities (4,076) 4,573
Effect of foreign currency exchange rates on cash and cash equivalents (56) 173
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH (669) 1,155
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD 7,090 8,368
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD $ 6,421 $ 9,523
v3.23.2
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Unaudited) - USD ($)
$ in Thousands
Total
Common Stock
Treasury Stock
Additional Paid-In Capital
Retained Earnings
Accumulated Other Comprehensive Income (Loss)
Non-controlling Interests
Balance at the beginning at Mar. 31, 2022 $ 25,717 $ 756 $ (3,002) $ 393 $ 26,729 $ (263) $ 1,104
Balance at the beginning (in shares) at Mar. 31, 2022   3,023,000          
Balance at the beginning (in shares) at Mar. 31, 2022     156,000        
Increase (Decrease) in Stockholders' Equity              
Net income (loss) (1,439)       (1,433) [1]   (6) [1]
Stock compensation expense 79     79      
Foreign currency translation loss (529)         (529)  
Adjustment to fair value of redeemable non-controlling interests 926       926    
Unrealized gain on interest rate swaps, net of tax 475         475  
Reclassification of interest rate swaps into earnings 17         17  
Balance at the end at Jun. 30, 2022 25,246 $ 756 $ (3,002) 472 26,222 (300) 1,098
Balance at the end (in shares) at Jun. 30, 2022   3,023,000          
Balance at the end (in shares) at Jun. 30, 2022     156,000        
Balance at the beginning at Mar. 31, 2023 $ 12,982 $ 757 $ (4,083) 728 13,686 816 1,078
Balance at the beginning (in shares) at Mar. 31, 2023 2,818,374 3,027,000          
Balance at the beginning (in shares) at Mar. 31, 2023 208,121   208,000        
Increase (Decrease) in Stockholders' Equity              
Net income (loss) $ (540)       (531) [1]   (9) [1]
Stock compensation expense 79     79      
Repurchase of common stock (15)   $ (15)        
Repurchase of common stock (in shares)     1,000        
Foreign currency translation loss (65)         (65)  
Adjustment to fair value of redeemable non-controlling interests 134       134    
Unrealized gain on interest rate swaps, net of tax 24         24  
Reclassification of interest rate swaps into earnings (192)         (192)  
Balance at the end at Jun. 30, 2023 $ 12,407 $ 757 $ (4,098) $ 807 $ 13,289 $ 583 $ 1,069
Balance at the end (in shares) at Jun. 30, 2023 2,817,754 3,027,000          
Balance at the end (in shares) at Jun. 30, 2023 208,741   209,000        
[1] Excludes amount attributable to redeemable non-controlling interests in Contrail Aviation Support, LLC ("Contrail") and Shanwick B.V. ("Shanwick")
v3.23.2
Financial Statement Presentation
3 Months Ended
Jun. 30, 2023
Accounting Policies [Abstract]  
Financial Statement Presentation 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, 2023. The results of operations for the period ended June 30, 2023 are not necessarily indicative of the operating results for the full year.
The accompanying financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

Recently Issued Accounting Pronouncements

In 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. In December 2022, the FASB issued ASU 2022-06- Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848. The amendments in this Update defer the implementation deadline of Topic 848 from December 31, 2022, to December 31, 2024. The Company is currently in the process of converting its LIBOR-based contracts, hedging relationships, and other transactions to other reference rates and anticipates that this process will be complete by September 30, 2023.
v3.23.2
Acquisitions
3 Months Ended
Jun. 30, 2023
Business Combination and Asset Acquisition [Abstract]  
Acquisitions Acquisitions
Worldwide Aviation Services, Inc.
On January 31, 2023, the Company acquired Worldwide Aircraft Services, Inc. ("WASI"), a Kansas corporation that services the aircraft industry across the United States and internationally through the operation of a repair station which is located in Springfield, Missouri at the Branson National Airport. The acquisition was funded with cash and the loans described in Note 12 of this report. WASI is included within the Overnight air cargo segment.
The acquisition date's fair value of the consideration is summarized in the table below (in thousands):
January 31, 2023
Cash consideration$1,628 
Seller's Note1,370 
Total consideration$2,998 
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 fair values as of January 31, 2023, with the excess of total consideration above fair value of net assets acquired recorded as goodwill. The following table outlines the consideration transferred and purchase price allocation at the respective fair values as of January 31, 2023 (in thousands):
January 31, 2023
ASSETS
Accounts receivable$1,037 
Inventory517
Other current assets97
Property, plant and equipment, net403
Intangible -Trade Name342
Intangible - Non-competition Agreement19
Intangible - Customer Relationships683
Other assets20
Total assets$3,118 
LIABILITIES
Accounts payable61
Accrued expenses and deferred revenue635
Total liabilities$696 
Net assets acquired$2,422 
Consideration paid2,998 
Less: Cash acquired(500)
Less: Net assets acquired(2,422)
Goodwill$76 
As of March 31, 2023, the purchase price allocation was final. The following table sets forth the revenue and expenses of WASI that are included in the Company’s condensed consolidated statement of income for the fiscal year ended March 31, 2023 (in thousands):
Income Statement
Post-Acquisition
Revenue$929 
Cost of Sales676 
Operating Expenses425 
Operating Loss(172)
Non-operating expense(22)
Net loss$(194)
Pro forma financial information is not presented as the results are not material to the Company’s consolidated financial statements.
GdW Beheer B.V.
On February 10, 2022, the Company acquired GdW, a Dutch holding company in the business of providing global aviation data and information. The acquisition was completed through a wholly-owned subsidiary of the Company, Air T Acquisition 22.1, LLC ("Air T Acquisition 22.1"), a Minnesota limited liability company, through its Dutch subsidiary, Shanwick, and was funded with cash, investment by executive management of the underlying business, and the loans described in Note 12. As part of the transaction, the executive management of the underlying business purchased 30.0% of Shanwick. Air T Acquisition 22.1 and its consolidated subsidiaries are included within the Corporate and other segment. GdW was administratively dissolved on June 24, 2022 with Shanwick as the surviving entity.

Subsequent to the acquisition date, the Company made certain measurement period adjustments to the preliminary purchase price allocation, which resulted in an increase to goodwill of $0.3 million. The increase is attributable to a measurement period adjustment of $0.3 million related to certain intangible assets acquired and related deferred tax liabilities assumed due to clarification of information utilized to determine fair value during the measurement period. As of June 30, 2022, the measurement period was completed and all adjustments are reflected in the tables below.
Total consideration is summarized in the table below (in thousands):
February 10, 2022
Consideration paid$15,256 
Less: Cash acquired(2,452)
Less: Net assets acquired(6,520)
Goodwill$6,284 
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 fair values as of February 10, 2022, with the excess of total consideration over fair value of net assets acquired recorded as goodwill. The following table outlines the consideration transferred and purchase price allocation at the respective fair values as of February 10, 2022 (in thousands):
February 10, 2022
ASSETS
Accounts Receivable$715 
Other current assets67
Property, plant and equipment, net40
Intangible - Proprietary Database2,576
Intangible - Customer Relationships7,267
Total assets10,665
LIABILITIES
Accounts payable15
Accrued expenses and deferred revenue1,670
Deferred income tax liabilities, net2,460
Total liabilities4,145 
Net assets acquired$6,520 

The following table sets forth the revenue and expenses of GdW, prior to intercompany eliminations, which are included in the Company’s condensed consolidated statement of income for the fiscal year ended March 31, 2022 (in thousands):
Income Statement
Post-Acquisition
Revenue$887 
Cost of Sales145 
Operating Expenses701 
Operating Income41 
Non-operating income19 
Net income$60 

Pro forma financial information is not presented as the results are not material to the Company’s consolidated financial statements.
v3.23.2
Revenue Recognition
3 Months Ended
Jun. 30, 2023
Revenue from Contract with Customer [Abstract]  
Revenue Recognition Revenue Recognition
Substantially all of the Company’s non-lease revenue is derived from contracts with an initial expected duration of one year or less. As a result, the Company has applied the practical expedient to exclude consideration of significant financing components from the 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 RevenueNature, Timing of Satisfaction of Performance Obligations, and Significant Payment Terms
Product SalesThe Company generates revenue from sales of various distinct products such as parts, aircraft 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 ServicesThe Company provides a variety of support services such as aircraft maintenance and short-term repair services to its customers. Additionally, the Company operates certain aircraft routes on behalf of FedEx. A performance obligation is created when the Company agrees to provide a particular service to a customer. For each service, the Company recognizes revenues over time as the customer simultaneously receives the benefits provided by the Company's performance. This revenue recognition can vary from when the Company has a right to invoice to the output or input method depending on the structure of the contract and management’s analysis.

For repair-type services, the Company records revenue over-time based on an input method of costs incurred to total estimated costs. The Company believes this is appropriate as the Company is performing labor hours and installing parts to enhance an asset that the customer controls. The vast majority of repair-services are short term in nature and are typically billed upon completion of the service.

Some of the Company’s contracts contain a promise to stand ready as the Company is obligated to perform certain maintenance or administrative services. For most of these contracts, the Company applies the 'as invoiced' practical expedient as the Company has a right to consideration from the customer in an amount that corresponds directly with the value of the entity's performance completed to date. A small number of contracts are accounted for as a series and recognized equal to the amount of consideration the Company is entitled to less an estimate of variable consideration (typically rebates). These services are typically ongoing and are generally billed on a monthly basis.
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.
The following table summarizes disaggregated revenues by type (in thousands):
Three Months Ended June 30,
20232022
Product Sales
Air Cargo$9,171 $6,354 
Ground equipment sales11,575 5,577 
Commercial jet engines and parts26,759 20,310 
Corporate and other335 116 
Support Services
Air Cargo18,550 14,060 
Ground equipment sales93 140 
Commercial jet engines and parts2,946 1,975 
Corporate and other1,255 1,024 
Leasing Revenue
Air Cargo— — 
Ground equipment sales25 43 
Commercial jet engines and parts12 541 
Corporate and other387 388 
Other
Air Cargo150 
Ground equipment sales94 55 
Commercial jet engines and parts129 29 
Corporate and other93 100 
Total$71,431 $50,862 
See Note 14 for the Company's disaggregated revenues by geographic region and Note 15 for the Company’s disaggregated revenues by segment. These notes disaggregate revenue recognized from contracts with customers into categories that depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors.
Contract Balances and Costs

Contract liabilities relate to deferred revenue, our unconditional right to receive consideration in advance of performance with respect to subscription revenue and advanced customer deposits with respect to product sales. The following table presents outstanding contract liabilities as of April 1, 2023 and June 30, 2023 and the amount of contract liabilities as of April 1, 2023 that were recognized as revenue during the three-month period ended June 30, 2023 (in thousands):

Outstanding contract liabilitiesOutstanding contract liabilities as of April 1, 2023
Recognized as Revenue
As of June 30, 2023$6,315 
As of April 1, 2023$5,000 
For the three months ended June 30, 2023$2,078 
v3.23.2
Accrued Expenses and Other
3 Months Ended
Jun. 30, 2023
Payables and Accruals [Abstract]  
Accrued Expenses and Other Accrued Expenses and Other
(in thousands)June 30, 2023March 31, 2023
Salaries, wages and related items$6,351 $4,748 
Profit sharing and bonus768 1,672 
Other deposits2,871 2,560 
Other4,653 4,153 
Total$14,643 $13,133 
v3.23.2
Income Taxes
3 Months Ended
Jun. 30, 2023
Income Tax Disclosure [Abstract]  
Income Taxes Income Taxes
During the three-month period ended June 30, 2023, the Company recorded $0.2 million in income tax expense at an effective tax rate ("ETR") of 114.7%. The Company records income taxes using an estimated annual effective tax 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 June 30, 2023 were the change in valuation allowance related to the Company's U.S. consolidated group, Delphax Solutions, Inc. and Delphax Technologies, Inc. (collectively known as "Delphax") and Landing Gear Support Services PTE LTD (known as "LGSS"), the estimated benefit for the exclusion of income for the Company's captive insurance company subsidiary ("SAIC") under Section 831(b), and the exclusion from the tax provision of the minority owned portion of the pretax income of Contrail, and the foreign rate differentials for Air T's operations located in the Netherlands, Puerto Rico, and Singapore.

During the three-month period ended June 30, 2022, the Company recorded $0.2 million in income tax expense at an ETR of (31.5)%. The primary factors contributing to the difference between the federal statutory rate of 21.0% and the Company's effective tax rate for the three-month period ended June 30, 2022 were the change in valuation allowance related to the Company's subsidiaries in the corporate and other segment, Delphax, other capital losses, the estimated benefit for the exclusion of income for the SAIC under Section 831(b), and the exclusion from the tax provision of the minority owned portion of the pretax income of Contrail.
v3.23.2
Net Earnings (Loss) Per Share
3 Months Ended
Jun. 30, 2023
Earnings Per Share [Abstract]  
Net Earnings (Loss) Per Share Net Earnings (Loss) Per Share
Basic earnings (loss) per share has been calculated by dividing net income (loss) attributable to Air T, Inc. stockholders by the weighted average number of common shares outstanding during each period. For purposes of calculating diluted earnings (loss) per share, shares issuable under stock options were considered potential common shares and were included in the weighted average common shares unless they were anti-dilutive.
The computation of basic and diluted earnings per common share is as follows (in thousands, except for per share figures):
Three Months Ended June 30,
20232022
Net loss$(27)$(802)
Net income attributable to non-controlling interests(504)(631)
Net loss attributable to Air T, Inc. Stockholders$(531)$(1,433)
Loss per share:
Basic$(0.19)$(0.50)
Diluted$(0.19)$(0.50)
Antidilutive shares excluded from computation of loss per share
Weighted Average Shares Outstanding:
Basic2,818 2,866 
Diluted2,818 2,866 
v3.23.2
Intangible Assets and Goodwill
3 Months Ended
Jun. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
Intangible Assets and Goodwill Intangible Assets and Goodwill
Intangible assets as of June 30, 2023 and March 31, 2023 consisted of the following (in thousands):
June 30, 2023
Gross Carrying AmountAccumulated AmortizationNet Book Value
Purchased software$551 $(447)$104 
Internally developed software3,670(548)3,122 
In-place lease and other intangibles1,094(259)835 
Customer relationships8,044(996)7,048 
Patents1,112(1,106)
Other1,799(1,137)662 
16,270(4,493)11,777 
In-process software5757 
Intangible assets, total$16,327 $(4,493)$11,834 
March 31, 2023
Gross Carrying AmountAccumulated AmortizationNet Book Value
Purchased software$544 $(433)$111 
Internally developed software3,672(465)3,207
In-place lease and other intangibles1,094(229)865
Customer relationships8,050(851)7,199
Patents1,112(1,105)7
Other1,782(1,108)674
16,254(4,191)12,063
In-process software4040
Intangible assets, total$16,294 $(4,191)$12,103 
Based on the intangible assets recorded at June 30, 2023 and assuming no subsequent additions to, or impairment of the underlying assets, the remaining estimated annual amortization expense is expected to be as follows:
(In thousands)
Year ending March 31,Amortization
2024 (excluding the three months ended June 30, 2023)$920 
20251,166
20261,083
20271,024
2028976
2029969
Thereafter5,639 
$11,777 
The carrying amount of goodwill as of June 30, 2023 and March 31, 2023 was $10.6 million. There was no impairment of goodwill during the three months ended June 30, 2023.
v3.23.2
Investments in Securities and Derivative Instruments
3 Months Ended
Jun. 30, 2023
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Investments in Securities and Derivative Instruments 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.
On August 31, 2021, Air T and Minnesota Bank & Trust ("MBT") refinanced Term Note A and fixed its interest rate at 3.42%. As a result of this refinancing, the Company determined that the interest rate swap on Term Note A was no longer an effective hedge. The Company will amortize the fair value of the interest-rate swap contract included in accumulated other comprehensive income (loss) associated with Term Note A at the time of de-designation into earnings over the remainder of its term. In addition, any changes in the fair value of Term Note A's swap after August 31, 2021 are recognized directly into earnings. The remaining swap contract associated with Term Note D is designated as an effective cash flow hedging instrument in accordance with ASC 815.
On January 7, 2022, Contrail completed an interest rate swap transaction with Old National Bank ("ONB") with respect to the $43.6 million loan made to Contrail in November 2020 pursuant to the Main Street Priority Loan Facility as established by the U.S. Federal Reserve ("Contrail - Term Note G"). The purpose of the floating-to-fixed interest rate swap transaction was to effectively fix the loan interest rate at 4.68%. As of February 24, 2022, this swap contract has been designated as a cash flow hedging instrument and qualified as an effective hedge in accordance with ASC 815. During the period between January 7, 2022 and February 24, 2022, the Company recorded a loss of approximately $0.1 million in the consolidated statement of income (loss) due to the changes in the fair value of the instrument prior to the designation and qualification of this instrument as an effective hedge. After it was deemed an effective hedge, the Company recorded changes in the fair value of the instrument in the consolidated statement of comprehensive income (loss). On March 30, 2023, Contrail made a prepayment of $6.7 million on Contrail - Term Note G. As a result of this prepayment, the Company determined that the interest rate swap on Contrail - Term Note G was no longer an effective hedge. The Company will amortize the fair value of the interest-rate swap contract included in accumulated other comprehensive income (loss) associated with Contrail - Term Note G at the time of de-designation into earnings over the remainder of its term. In addition, any changes in the fair value of Contrail - Term Note G's swap after March 30, 2023 are recognized directly into earnings.
For the swap related to Air T Term Note D, the effective portion of changes in the fair value on this instrument is recorded in other comprehensive income (loss) and is reclassified into the consolidated statement of income (loss) as interest expense in the same period in which the underlying hedged transactions affect earnings. During the three months ended June 30, 2023 and 2022, the Company recorded a gain of approximately $24.0 thousand and $0.5 million, net of tax, respectively, with prior year's gain inclusive of Contrail - Term Note G due to its effective hedge designation at the time. These gains are included in the condensed consolidated statement of comprehensive income (loss) for changes in the fair value of these instruments. The interest rate swaps are considered Level 2 fair value measurements. As of June 30, 2023 and March 31, 2023, the fair value of these interest-rate swap contracts was an asset of $2.8 million and $2.4 million, respectively, which is included within other assets in the condensed consolidated balance sheets.
v3.23.2
Equity Method Investments
3 Months Ended
Jun. 30, 2023
Equity Method Investments and Joint Ventures [Abstract]  
Equity Method Investments Equity Method Investments
The Company’s investment in Insignia Systems, Inc. - NASDAQ: ISIG (“Insignia”) is accounted for under the equity method of accounting. The Company has elected a three-month lag upon adoption of the equity method. As of June 30, 2023, the Company owned 0.5 million Insignia shares, representing approximately 27.1% of Insignia's outstanding shares. During the three months ended June 30, 2023, the Company's share of Insignia's net income for three months ended March 31, 2023 was $0.4 million. As of June 30, 2023, the Company's net investment basis in Insignia is $2.1 million.
The Company's 20.1% investment in Cadillac Casting, Inc. ("CCI") is accounted for under the equity method of accounting. Due to the differing fiscal year-ends, the Company has elected a three-month lag to record the CCI investment at cost, with a basis difference of $0.3 million. The Company recorded income of $0.7 million as its share of CCI's net income for the three months ended June 30, 2023 , along with a basis difference adjustment of $12.0 thousand. The Company's net investment basis in CCI is $3.5 million as of June 30, 2023.
Summarized unaudited financial information for the Company's equity method investees for the three months ended March 31, 2023 and 2022 is as follows (in thousands):
Three Months Ended
March 31, 2023March 31, 2022
Revenue$51,157 $35,602 
Gross Profit7,803 4,375 
Operating income5,261 1,981 
Net income5,116 1,750 
Net income attributable to Air T, Inc. stockholders$1,130 $308 
v3.23.2
Inventories
3 Months Ended
Jun. 30, 2023
Inventory Disclosure [Abstract]  
Inventories Inventories
Inventories consisted of the following (in thousands):
June 30,
2023
March 31,
2023
Overnight air cargo:
Finished goods$746 $546 
Ground equipment manufacturing:
Raw materials4,661 4,589 
Work in process1,283 153 
Finished goods5,032 6,976 
Corporate and other:
Raw materials809 794 
Finished goods725 726 
Commercial jet engines and parts:
Whole engines available for sale or tear-down9,459 10,141 
Parts45,330 50,813 
Total inventories68,045 74,738 
Reserves(3,639)(3,613)
Total inventories, net of reserves$64,406 $71,125 
v3.23.2
Leases
3 Months Ended
Jun. 30, 2023
Leases [Abstract]  
Leases Leases
The Company has operating leases for the use of real estate, machinery, and office equipment. The majority of our leases have a 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 months ended June 30, 2023 and 2022 are as follows (in thousands):
Three Months Ended June 30,
20232022
Operating lease cost$683 $491 
Short-term lease cost85 185 
Variable lease cost185 136 
Total lease cost$953 $812 
Amounts reported in the consolidated balance sheets for leases where we are the lessee as of June 30, 2023 and March 31, 2023 were as follows (in thousands):
June 30, 2023March 31, 2023
Operating leases
Operating lease ROU assets$12,133 $11,666 
Operating lease liabilities$12,843 $12,435 
Weighted-average remaining lease term
Operating leases12 years, 5 months12 years, 11 months
Weighted-average discount rate
Operating leases5.03 %4.99 %
Maturities of lease liabilities under non-cancellable leases where we are the lessee as of June 30, 2023 are as follows (in thousands):
Operating Leases
2024 (excluding the three months ended June 30, 2023)$1,843 
20252,297 
20262,011 
20271,859 
20281,387 
2029750 
Thereafter8,227 
Total undiscounted lease payments18,374 
Interest(4,607)
Discount(924)
Total lease liabilities$12,843 
v3.23.2
Financing Arrangements
3 Months Ended
Jun. 30, 2023
Debt Disclosure [Abstract]  
Financing Arrangements Financing Arrangements
Borrowings of the Company and its subsidiaries are summarized below at June 30, 2023 and March 31, 2023, respectively.

Effective May 26, 2023, Contrail entered into the Fourth Amendment to Master Loan Agreement and the Amended and Restated Promissory Note Term Note G with Old National Bank ("ONB"). The purpose of the amended documents was to replace the one-month LIBOR based interest rate with a one-month SOFR-based rate. All other material terms of the obligations remain the same. The principal amount of the loan was $38.2 million on the effective date of the amended documents and the applicable interest rate is now the one-month SOFR based rate, as defined in the loan agreement, plus 3.11%.

Effective May 26, 2023, Contrail entered into the First Amendment to Supplement #8 to Master Loan Agreement, the Fifth Amendment to Supplement #2 to the Master Loan Agreement and the Fourth Amended and Restated Promissory Note Revolving Note with ONB. The purpose of the amended documents was to replace the LIBOR based interest rate with a one-month SOFR based rate. All other material terms of the obligation remain the same. The maximum principal amount of the revolving note remains at $25.0 million and the applicable interest rate is now the one-month SOFR-based rate, as defined in the loan agreement, plus 3.56%.

On May 26, 2023, AirCo 1 executed an Amendment to Main Street Priority Loan Facility Term Loan Agreement with Park State Bank ("PSB"). The Amendment replaces the three-month LIBOR benchmark applicable to the loan with a three-month SOFR based rate, which is defined as the three-month SOFR rate plus 3.26%. The principal amount of the loan was $6.4 million on the effective date of the amended agreement. The interest rate is to be determined on the 11th day of each month on the amounts that remain outstanding, commencing June 11, 2023.

On June 23, 2023, the Company and MBT entered into amendments to the MBT revolving credit agreement and related promissory note. The amendments extended the maturity date of the credit facility to August 31, 2024 and include the following changes:

1. A $2.0 million seasonal increase in the maximum amount available under the facility. The maximum amount of the facility will now increase to $19.0 million between May 1 and November 30 of each year and will decrease to $17.0 million between December 1 and April 30 of each year;
2.The reference rate for the interest rate payable on the revolving facility will change from Prime to SOFR, plus a spread. The exact spread over SOFR will change every September 30 and March 31 based on the Company calculated funded debt leverage ratio (defined as total debt divided by EBITDA). Depending on the result of the calculation, the interest rate spread applicable to the facility will range between 2.25% and 3.25%;
3.The unused commitment fee on the revolving credit facility will increase from 0.11% to 0.15%; and,
4.The covenant restricting the Company’s use of funds for “Other Investments” was revised to limit the Company to $5.0 million of “Other Investments” per year.

The following table provides certain information about the current financing arrangements of the Company and its subsidiaries as of June 30, 2023:
(In Thousands)June 30,
2023
March 31,
2023
Maturity DateInterest RateUnused commitments at June 30, 2023
Air T Debt
Revolver - MBT$13,366 $8,742 8/31/2024
SOFR + range of 2.25% - 3.25%
$5,634 
  Term Note A - MBT7,563 7,762 8/31/20313.42%
  Term Note B - MBT2,670 2,740 8/31/20313.42%
  Term Note D - MBT1,321 1,338 1/1/2028
1-month LIBOR + 2.00%
Term Note E - MBT235 800 6/25/2025
Greater of LIBOR + 1.50% or 2.50%
Term Note F - MBT933 983 1/31/2028
Greater of 6.00% or Prime + 1.00%
Debt - Trust Preferred Securities25,602 25,598 6/7/20498.00%
Total51,690 47,963 
AirCo 1 Debt
Term Loan - PSB6,393 6,393 12/11/2025
3-month SOFR + 3.26%
Total6,393 6,393 
Jet Yard Debt
Term Loan - MBT1,819 1,844 8/31/20314.14%
Total1,819 1,844 
Contrail Debt
Revolver - ONB5,183 12,441 9/5/2023
1-month SOFR + 3.56%
$19,817 
Term Loan G - ONB38,180 38,180 11/24/2025
1-month SOFR + 3.11%
Total43,363 50,621 
Delphax Solutions Debt
Canadian Emergency Business Account Loan30 30 12/31/20255.00%
Total30 30 
Wolfe Lake Debt
Term Loan - Bridgewater9,523 9,586 12/2/20313.65%
Total9,523 9,586 
Air T Acquisition 22.1
Term Loan - Bridgewater4,500 4,500 2/8/20274.00%
Term Loan A - ING2,445 2,610 2/1/20273.50%
Term Loan B - ING1,087 1,088 5/1/20274.00%
Total8,032 8,198 
WASI Debt
Promissory Note - Seller's Note1,171 1,279 1/1/20266.00%
Total1,171 1,279 
Total Debt122,021 125,914 
Unamortized Debt Issuance Costs(763)(829)
Total Debt, net$121,258 $125,085 

At June 30, 2023, our contractual financing obligations, including payments due by period, are as follows (in thousands):
Due byAmount
June 30, 2024$22,721 
June 30, 202524,499 
June 30, 202626,160 
June 30, 20276,476 
June 30, 20282,877 
Thereafter39,288 
122,021 
Unamortized Debt Issuance Costs(763)
$121,258 
v3.23.2
Shares Repurchased
3 Months Ended
Jun. 30, 2023
Equity [Abstract]  
Shares Repurchased Shares Repurchased
On May 14, 2014, the Company announced that its Board of Directors had authorized a program to repurchase up to 750,000 (retrospectively adjusted to 1,125,000 after the stock split on June 10, 2019) shares of the Company’s common stock from time to time on the open market or in privately negotiated transactions, in compliance with SEC Rule 10b-18, over an indefinite period. During the three months ended June 30, 2023, the Company repurchased 620 shares at an aggregate cost of $15.0 thousand. All of these repurchased shares were recorded as treasury shares as of June 30, 2023.
On August 16, 2022, President Biden signed the Inflation Reduction Act ("IRA") into law. The IRA enacted a 15% corporate minimum tax rate (subject to certain thresholds being met), a 1% excise tax on share repurchases made after December 31, 2022, and created and extended certain tax-related energy incentives.

As a result of the IRA's enactment into law, the Company is now subject to a 1% excise tax on share repurchases, effective for share repurchases made after December 31, 2022. This excise tax may be reduced for the value of certain share issuances. The excise tax incurred in connection with the Company's stock repurchases during the three months ended June 30, 2023 was not material.
v3.23.2
Geographical Information
3 Months Ended
Jun. 30, 2023
Segment Reporting [Abstract]  
Geographical Information 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 June 30, 2023 and March 31, 2023 (in thousands):
June 30, 2023March 31, 2023
United States$21,454 $21,433 
Foreign50 89 
Total tangible long-lived assets, net$21,504 $21,522 

The net book value located within each individual country at June 30, 2023 and March 31, 2023 is listed below (in thousands):
June 30, 2023March 31, 2023
The Netherlands$42 $42 
Other47 
Total tangible long-lived assets, net$50 $89 

Total revenue, in and outside the United States, is summarized in the following table for the three months ended June 30, 2023 and June 30, 2022 (in thousands):
June 30, 2023June 30, 2022
United States$61,722 $41,952 
Foreign9,709 8,910 
Total revenue$71,431 $50,862 
v3.23.2
Segment Information
3 Months Ended
Jun. 30, 2023
Segment Reporting [Abstract]  
Segment Information Segment Information
The Company has four 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
June 30,
20232022
Operating Revenues by Segment:
Overnight Air Cargo:
Domestic$27,137 $20,564 
International591 — 
Total Overnight Air Cargo27,728 20,564 
Ground Equipment Sales:
Domestic11,698 3,907 
International89 1,908 
Total Ground Equipment Sales11,787 5,815 
Commercial Jet Engines and Parts:
Domestic21,968 16,732 
International7,878 6,123 
Total Commercial Jet Engines and Parts29,846 22,855 
Corporate and Other:
Domestic919 749 
International1,151 879 
Total Corporate and Other2,070 1,628 
Total71,431 50,862 
Operating Income (Loss):
Overnight Air Cargo1,935 1,077 
Ground Equipment Sales(85)142 
Commercial Jet Engines and Parts1,478 3,074 
Corporate and Other(2,670)(3,459)
Total658 834 
Capital Expenditures:
Overnight Air Cargo158 99 
Ground Equipment Sales33 
Commercial Jet Engines and Parts120 74 
Corporate and Other93 189 
Total404 371 
Depreciation and Amortization:
Overnight Air Cargo85 20 
Ground Equipment Sales34 49 
Commercial Jet Engines and Parts190 434 
Corporate and Other381 358 
Total$690 $861 

The table below provides a reconciliation of operating income (loss) to Adjusted EBITDA by reportable segment for the three months ended June 30, 2023 and 2022 (in thousands):
Three Months Ended June 30, 2023
Overnight Air CargoGround Equipment SalesCommercial Jet Engines and PartsCorporate and OtherTotal
Operating income (loss)$1,935 $(85)$1,478 $(2,670)$658 
Depreciation and amortization (excluding leased engines depreciation)85 34 190 381 690 
Gain on sale of property and equipment(6)— — — (6)
Securities expenses— — — 4545 
Adjusted EBITDA$2,014 $(51)$1,668 $(2,244)$1,387 

Three Months Ended June 30, 2022
Overnight Air CargoGround Equipment SalesCommercial Jet Engines and PartsCorporate and OtherTotal
Operating income (loss)$1,077 $142 $3,074 $(3,459)$834 
Depreciation and amortization (excluding leased engines depreciation)19 49 179 358 605 
Gain on sale of property and equipment— — (2)— (2)
Securities expenses— — — 15 15 
Adjusted EBITDA$1,096 $191 $3,251 $(3,086)$1,452 
v3.23.2
Commitments and Contingencies
3 Months Ended
Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies Commitments and Contingencies
Contrail Put/Call Option
Contrail entered into an Operating Agreement (the “Contrail Operating Agreement”) in connection with the acquisition of Contrail providing for the governance of and the terms of membership interests in Contrail and including put and call options with the Seller to require Contrail to purchase all of the Seller’s equity membership interests in Contrail commencing on the fifth anniversary of the acquisition, which occurred on July 18, 2021. The Company has presented this redeemable non-controlling interest in Contrail ("Contrail RNCI") between the liabilities and equity sections of the accompanying condensed consolidated balance sheets. In addition, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Contrail RNCI is a Level 3 fair value measurement that is valued at $8.0 million as of June 30, 2023. The change in the redemption value compared to March 31, 2023 is an increase of $7.0 thousand, which was driven by the decrease in fair value of $0.1 million and net income attributable to non-controlling interest of $0.2 million, partially offset by distributions to non-controlling interest of $0.1 million. As of the date of this filing, neither the Seller nor the Company has indicated an intent to exercise the put and call options. If either side were to exercise the option, the Company anticipates that the price would approximate the fair value of the Contrail RNCI, as determined on the transaction date. The Company currently expects that it would fund any required payment from cash provided by operations.
Contrail Asset Management, LLC and CJVII, LLC
On May 5, 2021, the Company formed an aircraft asset management business called Contrail Asset Management, LLC ("CAM"), and an aircraft capital joint venture called Contrail JV II LLC ("CJVII"). The new ventures focus on acquiring commercial aircraft and jet engines for leasing, trading and disassembly. The joint venture, CJVII, was formed as a series LLC ("CJVII Series"). It consists of several individual series that target investments in current generation narrow-body aircraft and engines, building on Contrail’s origination and asset management expertise. CAM was formed to serve two separate and distinct functions: 1) to direct the sourcing, acquisition and management of aircraft assets owned by CJVII Series as governed by the Management Agreement between CJVII and CAM (“Asset Management Function”), and 2) to directly invest into CJVII Series alongside other institutional investment partners (“Investment Function”).
CAM has two classes of equity interests: 1) common interests and 2) investor interests. Neither interest votes as the entity is operated by a Board of Directors. The common interests of CAM relate to its Asset Management Function. The investor interests of CAM relate to the Company’s and Mill Road Capital’s (“MRC”) investments through CAM into CJVII (the Investment Function) and ultimately into the individual CJVII Series. With regard to CAM’s common interests, the Company currently owns 90% of the economic common interests in CAM, and MRC owns the remaining 10%. MRC invested $1.0 million directly into CAM in exchange for 10% of the common interests. For the Asset Management Function, CAM receives origination fees, management fees, consignment fees (where applicable) and a carried interest from the direct investors into each CJVII Series. Such fee income and carried interest will be distributed to the Company and MRC in proportion to their respective common interests.
For its Investment Function, CAM's initial commitment to CJVII was approximately $51.0 million. The Company and MRC have commitments to CAM in the respective amounts of $7.0 million and $44.0 million. These represent the investor interests of CAM, separate and distinct from the common interests. Any investment returns on CAM’s investor interests are shared pro-rata between the Company and MRC for each individual investment at the CJVII Series. As of March 31, 2023, Air T has fulfilled its Investment Function initial commitment to CAM.
Per its Operating Agreement, CAM is comprised of only two Series: the Onshore and the Offshore Series. Participation in each is determined solely based on whether a potential investment at the CJVII Series is a domestic (Onshore) or international (Offshore) investment. As of June 30, 2023, for its Investment Function, the Company has contributed $1.0 million to CAM’s Offshore Series and $6.9 million to CAM’s Onshore Series.
The Company determined that CAM is a variable interest entity and that the Company is not the primary beneficiary. This is primarily the result of the Company's conclusion that it does not control CAM’s Board of Directors, which has the power to direct the activities that most significantly impact the economic performance of CAM. Accordingly, the Company does not consolidate CAM and has determined to account for this investment using equity method accounting. As of June 30, 2023, the Company's net investment basis in CAM is $5.3 million.
In connection with the formation of CAM, MRC has a fixed price put option of $1.0 million to sell its common equity in CAM to the Company at each of the first three (3) anniversary dates. At the later of (a) five (5) years after execution of the agreement and (b) distributions to MRC per the waterfall equal to their capital contributions, Air T has a call option and MRC has a put option on the MRC common interests in CAM. If either party exercises the option, the exercise price will be fair market value if Air T pays in cash at closing or 112.5% of fair market value if Air T opts to pay in three (3) equal annual installments after exercise. With respect to the secondary put and call option, as it is priced at fair value, the Company also determined that there is no potential loss or gain upon exercise that would need to be recognized

Shanwick Put/Call Option
In February 2022, in connection with the Company's acquisition of GdW, a consolidated subsidiary of Shanwick, the Company entered into a shareholder agreement with the 30.0% non-controlling interest owners of Shanwick, providing for the governance of and the terms of membership interests in Shanwick. The shareholder agreement includes the Shanwick Put/Call Option with regard to the 30.0% non-controlling interest. The non-controlling interest holders are the executive management of the underlying business. The Shanwick Put/Call Option grants the Company an option to purchase the 30.0% interest at the call option price that equals to the average EBIT over the 3 Financial Years prior to the exercise of the Call Option multiplied by 8. In addition, the Shanwick Put/Call Option also grants the non-controlling interest owners an option to require the Company to purchase from them their respective ownership interests at the Put Option price, that is equal to the average EBIT over the 3 Financial Years prior to the exercise of the Put Option multiplied by 7.5. The Call Option and the Put Option may be exercised at any time from the fifth anniversary of the shareholder agreement and then only at the end of each fiscal year of Air T ("Shanwick RNCI").

The Company has presented this redeemable non-controlling interest in Shanwick between the liabilities and equity sections of the accompanying condensed consolidated balance sheets. In addition, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the estimated redemption value at the end of each reporting period. As the Shanwick RNCI will be redeemed at established multiples of EBIT, it is considered redeemable at other than fair value. Changes in its estimated redemption value are recorded on our consolidated statements of operations within non-controlling interests. The Shanwick RNCI's estimated redemption value is $4.9 million as of June 30, 2023, which was comprised of the following (in thousands):

Shanwick RNCI
Beginning Balance as of April 1, 2023$4,738 
Contribution from non-controlling members— 
Distribution to non-controlling members(166)
Net income attributable to non-controlling interests86 
Redemption value adjustments199 
Ending Balance as of June 30, 2023$4,857 


2020 Omnibus Stock and Incentive Plan
On December 29, 2020, the Company’s Board of Directors unanimously approved the Omnibus Stock and Incentive Plan (the "Plan"), which was subsequently approved by the Company's stockholders at the August 18, 2021 Annual Meeting of Stockholders. The total number of shares authorized under the Plan is 420,000. Among other instruments, the Plan permits the Company to grant stock option awards. As of June 30, 2023, options to purchase up to 260,670 shares are outstanding under the Plan. Vesting of options is based on the grantee meeting specified service conditions. Furthermore, the number of vested options that a grantee is able to exercise, if any, is based on the Company’s stock price as of the vesting dates specified in the respective option grant agreements. For the three months ended June 30, 2023, total compensation cost recognized under the Plan was $79.0 thousand.
v3.23.2
Subsequent Events
3 Months Ended
Jun. 30, 2023
Subsequent Events [Abstract]  
Subsequent Events Subsequent EventsManagement performs an evaluation of events that occur after the balance sheet date but before condensed consolidated financial statements are issued for potential recognition or disclosure of such events in its condensed consolidated financial statements.
v3.23.2
Pay vs Performance Disclosure - USD ($)
$ in Thousands
3 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Pay vs Performance Disclosure    
Net Loss Attributable to Air T, Inc. Stockholders $ (531) $ (1,433)
v3.23.2
Insider Trading Arrangements
3 Months Ended
Jun. 30, 2023
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.23.2
Financial Statement Presentation (Policies)
3 Months Ended
Jun. 30, 2023
Accounting Policies [Abstract]  
Recently Adopted Accounting Pronouncements
Recently Issued Accounting Pronouncements

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. In December 2022, the FASB issued ASU 2022-06- Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848. The amendments in this Update defer the implementation deadline of Topic 848 from December 31, 2022, to December 31, 2024. The Company is currently in the process of converting its LIBOR-based contracts, hedging relationships, and other transactions to other reference rates and anticipates that this process will be complete by September 30, 2023.
v3.23.2
Acquisitions (Tables)
3 Months Ended
Jun. 30, 2023
Business Combination and Asset Acquisition [Abstract]  
Schedule of Total Consideration
The acquisition date's fair value of the consideration is summarized in the table below (in thousands):
January 31, 2023
Cash consideration$1,628 
Seller's Note1,370 
Total consideration$2,998 
Total consideration is summarized in the table below (in thousands):
February 10, 2022
Consideration paid$15,256 
Less: Cash acquired(2,452)
Less: Net assets acquired(6,520)
Goodwill$6,284 
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed The following table outlines the consideration transferred and purchase price allocation at the respective fair values as of January 31, 2023 (in thousands):
January 31, 2023
ASSETS
Accounts receivable$1,037 
Inventory517
Other current assets97
Property, plant and equipment, net403
Intangible -Trade Name342
Intangible - Non-competition Agreement19
Intangible - Customer Relationships683
Other assets20
Total assets$3,118 
LIABILITIES
Accounts payable61
Accrued expenses and deferred revenue635
Total liabilities$696 
Net assets acquired$2,422 
Consideration paid2,998 
Less: Cash acquired(500)
Less: Net assets acquired(2,422)
Goodwill$76 
The following table outlines the consideration transferred and purchase price allocation at the respective fair values as of February 10, 2022 (in thousands):
February 10, 2022
ASSETS
Accounts Receivable$715 
Other current assets67
Property, plant and equipment, net40
Intangible - Proprietary Database2,576
Intangible - Customer Relationships7,267
Total assets10,665
LIABILITIES
Accounts payable15
Accrued expenses and deferred revenue1,670
Deferred income tax liabilities, net2,460
Total liabilities4,145 
Net assets acquired$6,520 
Schedule of Income Recognized By Acquired Entity The following table sets forth the revenue and expenses of WASI that are included in the Company’s condensed consolidated statement of income for the fiscal year ended March 31, 2023 (in thousands):
Income Statement
Post-Acquisition
Revenue$929 
Cost of Sales676 
Operating Expenses425 
Operating Loss(172)
Non-operating expense(22)
Net loss$(194)
The following table sets forth the revenue and expenses of GdW, prior to intercompany eliminations, which are included in the Company’s condensed consolidated statement of income for the fiscal year ended March 31, 2022 (in thousands):
Income Statement
Post-Acquisition
Revenue$887 
Cost of Sales145 
Operating Expenses701 
Operating Income41 
Non-operating income19 
Net income$60 
v3.23.2
Revenue Recognition (Tables)
3 Months Ended
Jun. 30, 2023
Revenue from Contract with Customer [Abstract]  
Performance Obligation Terms
The following is a description of the Company’s performance obligations:
Type of RevenueNature, Timing of Satisfaction of Performance Obligations, and Significant Payment Terms
Product SalesThe Company generates revenue from sales of various distinct products such as parts, aircraft 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 ServicesThe Company provides a variety of support services such as aircraft maintenance and short-term repair services to its customers. Additionally, the Company operates certain aircraft routes on behalf of FedEx. A performance obligation is created when the Company agrees to provide a particular service to a customer. For each service, the Company recognizes revenues over time as the customer simultaneously receives the benefits provided by the Company's performance. This revenue recognition can vary from when the Company has a right to invoice to the output or input method depending on the structure of the contract and management’s analysis.

For repair-type services, the Company records revenue over-time based on an input method of costs incurred to total estimated costs. The Company believes this is appropriate as the Company is performing labor hours and installing parts to enhance an asset that the customer controls. The vast majority of repair-services are short term in nature and are typically billed upon completion of the service.

Some of the Company’s contracts contain a promise to stand ready as the Company is obligated to perform certain maintenance or administrative services. For most of these contracts, the Company applies the 'as invoiced' practical expedient as the Company has a right to consideration from the customer in an amount that corresponds directly with the value of the entity's performance completed to date. A small number of contracts are accounted for as a series and recognized equal to the amount of consideration the Company is entitled to less an estimate of variable consideration (typically rebates). These services are typically ongoing and are generally billed on a monthly basis.
Disaggregation of Revenue
The following table summarizes disaggregated revenues by type (in thousands):
Three Months Ended June 30,
20232022
Product Sales
Air Cargo$9,171 $6,354 
Ground equipment sales11,575 5,577 
Commercial jet engines and parts26,759 20,310 
Corporate and other335 116 
Support Services
Air Cargo18,550 14,060 
Ground equipment sales93 140 
Commercial jet engines and parts2,946 1,975 
Corporate and other1,255 1,024 
Leasing Revenue
Air Cargo— — 
Ground equipment sales25 43 
Commercial jet engines and parts12 541 
Corporate and other387 388 
Other
Air Cargo150 
Ground equipment sales94 55 
Commercial jet engines and parts129 29 
Corporate and other93 100 
Total$71,431 $50,862 
Contract with Customer, Asset and Liability The following table presents outstanding contract liabilities as of April 1, 2023 and June 30, 2023 and the amount of contract liabilities as of April 1, 2023 that were recognized as revenue during the three-month period ended June 30, 2023 (in thousands):
Outstanding contract liabilitiesOutstanding contract liabilities as of April 1, 2023
Recognized as Revenue
As of June 30, 2023$6,315 
As of April 1, 2023$5,000 
For the three months ended June 30, 2023$2,078 
v3.23.2
Accrued Expenses and Other (Tables)
3 Months Ended
Jun. 30, 2023
Payables and Accruals [Abstract]  
Schedule Accrued Expenses
(in thousands)June 30, 2023March 31, 2023
Salaries, wages and related items$6,351 $4,748 
Profit sharing and bonus768 1,672 
Other deposits2,871 2,560 
Other4,653 4,153 
Total$14,643 $13,133 
v3.23.2
Net Earnings (Loss) Per Share (Tables)
3 Months Ended
Jun. 30, 2023
Earnings Per Share [Abstract]  
Schedule of Earnings Per Share, Basic and Diluted
The computation of basic and diluted earnings per common share is as follows (in thousands, except for per share figures):
Three Months Ended June 30,
20232022
Net loss$(27)$(802)
Net income attributable to non-controlling interests(504)(631)
Net loss attributable to Air T, Inc. Stockholders$(531)$(1,433)
Loss per share:
Basic$(0.19)$(0.50)
Diluted$(0.19)$(0.50)
Antidilutive shares excluded from computation of loss per share
Weighted Average Shares Outstanding:
Basic2,818 2,866 
Diluted2,818 2,866 
v3.23.2
Intangible Assets and Goodwill (Tables)
3 Months Ended
Jun. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Finite-Lived Intangible Assets
Intangible assets as of June 30, 2023 and March 31, 2023 consisted of the following (in thousands):
June 30, 2023
Gross Carrying AmountAccumulated AmortizationNet Book Value
Purchased software$551 $(447)$104 
Internally developed software3,670(548)3,122 
In-place lease and other intangibles1,094(259)835 
Customer relationships8,044(996)7,048 
Patents1,112(1,106)
Other1,799(1,137)662 
16,270(4,493)11,777 
In-process software5757 
Intangible assets, total$16,327 $(4,493)$11,834 
March 31, 2023
Gross Carrying AmountAccumulated AmortizationNet Book Value
Purchased software$544 $(433)$111 
Internally developed software3,672(465)3,207
In-place lease and other intangibles1,094(229)865
Customer relationships8,050(851)7,199
Patents1,112(1,105)7
Other1,782(1,108)674
16,254(4,191)12,063
In-process software4040
Intangible assets, total$16,294 $(4,191)$12,103 
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense
Based on the intangible assets recorded at June 30, 2023 and assuming no subsequent additions to, or impairment of the underlying assets, the remaining estimated annual amortization expense is expected to be as follows:
(In thousands)
Year ending March 31,Amortization
2024 (excluding the three months ended June 30, 2023)$920 
20251,166
20261,083
20271,024
2028976
2029969
Thereafter5,639 
$11,777 
v3.23.2
Equity Method Investments (Tables)
3 Months Ended
Jun. 30, 2023
Equity Method Investments and Joint Ventures [Abstract]  
Summarized Unaudited Financial Information
Summarized unaudited financial information for the Company's equity method investees for the three months ended March 31, 2023 and 2022 is as follows (in thousands):
Three Months Ended
March 31, 2023March 31, 2022
Revenue$51,157 $35,602 
Gross Profit7,803 4,375 
Operating income5,261 1,981 
Net income5,116 1,750 
Net income attributable to Air T, Inc. stockholders$1,130 $308 
v3.23.2
Inventories (Tables)
3 Months Ended
Jun. 30, 2023
Inventory Disclosure [Abstract]  
Schedule of Inventory, Current
Inventories consisted of the following (in thousands):
June 30,
2023
March 31,
2023
Overnight air cargo:
Finished goods$746 $546 
Ground equipment manufacturing:
Raw materials4,661 4,589 
Work in process1,283 153 
Finished goods5,032 6,976 
Corporate and other:
Raw materials809 794 
Finished goods725 726 
Commercial jet engines and parts:
Whole engines available for sale or tear-down9,459 10,141 
Parts45,330 50,813 
Total inventories68,045 74,738 
Reserves(3,639)(3,613)
Total inventories, net of reserves$64,406 $71,125 
v3.23.2
Leases (Tables)
3 Months Ended
Jun. 30, 2023
Leases [Abstract]  
Lease, Cost
The components of lease cost for the three months ended June 30, 2023 and 2022 are as follows (in thousands):
Three Months Ended June 30,
20232022
Operating lease cost$683 $491 
Short-term lease cost85 185 
Variable lease cost185 136 
Total lease cost$953 $812 
Amounts reported in the consolidated balance sheets for leases where we are the lessee as of June 30, 2023 and March 31, 2023 were as follows (in thousands):
June 30, 2023March 31, 2023
Operating leases
Operating lease ROU assets$12,133 $11,666 
Operating lease liabilities$12,843 $12,435 
Weighted-average remaining lease term
Operating leases12 years, 5 months12 years, 11 months
Weighted-average discount rate
Operating leases5.03 %4.99 %
Lessee, Operating Lease, Liability, Maturity
Maturities of lease liabilities under non-cancellable leases where we are the lessee as of June 30, 2023 are as follows (in thousands):
Operating Leases
2024 (excluding the three months ended June 30, 2023)$1,843 
20252,297 
20262,011 
20271,859 
20281,387 
2029750 
Thereafter8,227 
Total undiscounted lease payments18,374 
Interest(4,607)
Discount(924)
Total lease liabilities$12,843 
v3.23.2
Financing Arrangements (Tables)
3 Months Ended
Jun. 30, 2023
Debt Disclosure [Abstract]  
Schedule of Debt
The following table provides certain information about the current financing arrangements of the Company and its subsidiaries as of June 30, 2023:
(In Thousands)June 30,
2023
March 31,
2023
Maturity DateInterest RateUnused commitments at June 30, 2023
Air T Debt
Revolver - MBT$13,366 $8,742 8/31/2024
SOFR + range of 2.25% - 3.25%
$5,634 
  Term Note A - MBT7,563 7,762 8/31/20313.42%
  Term Note B - MBT2,670 2,740 8/31/20313.42%
  Term Note D - MBT1,321 1,338 1/1/2028
1-month LIBOR + 2.00%
Term Note E - MBT235 800 6/25/2025
Greater of LIBOR + 1.50% or 2.50%
Term Note F - MBT933 983 1/31/2028
Greater of 6.00% or Prime + 1.00%
Debt - Trust Preferred Securities25,602 25,598 6/7/20498.00%
Total51,690 47,963 
AirCo 1 Debt
Term Loan - PSB6,393 6,393 12/11/2025
3-month SOFR + 3.26%
Total6,393 6,393 
Jet Yard Debt
Term Loan - MBT1,819 1,844 8/31/20314.14%
Total1,819 1,844 
Contrail Debt
Revolver - ONB5,183 12,441 9/5/2023
1-month SOFR + 3.56%
$19,817 
Term Loan G - ONB38,180 38,180 11/24/2025
1-month SOFR + 3.11%
Total43,363 50,621 
Delphax Solutions Debt
Canadian Emergency Business Account Loan30 30 12/31/20255.00%
Total30 30 
Wolfe Lake Debt
Term Loan - Bridgewater9,523 9,586 12/2/20313.65%
Total9,523 9,586 
Air T Acquisition 22.1
Term Loan - Bridgewater4,500 4,500 2/8/20274.00%
Term Loan A - ING2,445 2,610 2/1/20273.50%
Term Loan B - ING1,087 1,088 5/1/20274.00%
Total8,032 8,198 
WASI Debt
Promissory Note - Seller's Note1,171 1,279 1/1/20266.00%
Total1,171 1,279 
Total Debt122,021 125,914 
Unamortized Debt Issuance Costs(763)(829)
Total Debt, net$121,258 $125,085 
Schedule of Maturities of Long-term Debt
At June 30, 2023, our contractual financing obligations, including payments due by period, are as follows (in thousands):
Due byAmount
June 30, 2024$22,721 
June 30, 202524,499 
June 30, 202626,160 
June 30, 20276,476 
June 30, 20282,877 
Thereafter39,288 
122,021 
Unamortized Debt Issuance Costs(763)
$121,258 
v3.23.2
Geographical Information (Tables)
3 Months Ended
Jun. 30, 2023
Segment Reporting [Abstract]  
Long-lived Assets by Geographic Areas
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 June 30, 2023 and March 31, 2023 (in thousands):
June 30, 2023March 31, 2023
United States$21,454 $21,433 
Foreign50 89 
Total tangible long-lived assets, net$21,504 $21,522 

The net book value located within each individual country at June 30, 2023 and March 31, 2023 is listed below (in thousands):
June 30, 2023March 31, 2023
The Netherlands$42 $42 
Other47 
Total tangible long-lived assets, net$50 $89 
Revenue from External Customers by Geographic Areas
Total revenue, in and outside the United States, is summarized in the following table for the three months ended June 30, 2023 and June 30, 2022 (in thousands):
June 30, 2023June 30, 2022
United States$61,722 $41,952 
Foreign9,709 8,910 
Total revenue$71,431 $50,862 
v3.23.2
Segment Information (Tables)
3 Months Ended
Jun. 30, 2023
Segment Reporting [Abstract]  
Schedule of Segment Reporting Information, by Segment Segment data is summarized as follows (in thousands):
(In Thousands)Three Months Ended
June 30,
20232022
Operating Revenues by Segment:
Overnight Air Cargo:
Domestic$27,137 $20,564 
International591 — 
Total Overnight Air Cargo27,728 20,564 
Ground Equipment Sales:
Domestic11,698 3,907 
International89 1,908 
Total Ground Equipment Sales11,787 5,815 
Commercial Jet Engines and Parts:
Domestic21,968 16,732 
International7,878 6,123 
Total Commercial Jet Engines and Parts29,846 22,855 
Corporate and Other:
Domestic919 749 
International1,151 879 
Total Corporate and Other2,070 1,628 
Total71,431 50,862 
Operating Income (Loss):
Overnight Air Cargo1,935 1,077 
Ground Equipment Sales(85)142 
Commercial Jet Engines and Parts1,478 3,074 
Corporate and Other(2,670)(3,459)
Total658 834 
Capital Expenditures:
Overnight Air Cargo158 99 
Ground Equipment Sales33 
Commercial Jet Engines and Parts120 74 
Corporate and Other93 189 
Total404 371 
Depreciation and Amortization:
Overnight Air Cargo85 20 
Ground Equipment Sales34 49 
Commercial Jet Engines and Parts190 434 
Corporate and Other381 358 
Total$690 $861 
Schedule of EBITDA
The table below provides a reconciliation of operating income (loss) to Adjusted EBITDA by reportable segment for the three months ended June 30, 2023 and 2022 (in thousands):
Three Months Ended June 30, 2023
Overnight Air CargoGround Equipment SalesCommercial Jet Engines and PartsCorporate and OtherTotal
Operating income (loss)$1,935 $(85)$1,478 $(2,670)$658 
Depreciation and amortization (excluding leased engines depreciation)85 34 190 381 690 
Gain on sale of property and equipment(6)— — — (6)
Securities expenses— — — 4545 
Adjusted EBITDA$2,014 $(51)$1,668 $(2,244)$1,387 

Three Months Ended June 30, 2022
Overnight Air CargoGround Equipment SalesCommercial Jet Engines and PartsCorporate and OtherTotal
Operating income (loss)$1,077 $142 $3,074 $(3,459)$834 
Depreciation and amortization (excluding leased engines depreciation)19 49 179 358 605 
Gain on sale of property and equipment— — (2)— (2)
Securities expenses— — — 15 15 
Adjusted EBITDA$1,096 $191 $3,251 $(3,086)$1,452 
v3.23.2
Commitment and Contingencies (Tables)
3 Months Ended
Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]  
Redeemable Noncontrolling Interest The Shanwick RNCI's estimated redemption value is $4.9 million as of June 30, 2023, which was comprised of the following (in thousands):
Shanwick RNCI
Beginning Balance as of April 1, 2023$4,738 
Contribution from non-controlling members— 
Distribution to non-controlling members(166)
Net income attributable to non-controlling interests86 
Redemption value adjustments199 
Ending Balance as of June 30, 2023$4,857 
v3.23.2
Acquisitions - Schedule of Business Acquisitions, by Acquisition (Details) - USD ($)
$ in Thousands
1 Months Ended
Jan. 31, 2023
Feb. 10, 2022
Jan. 31, 2023
Jun. 30, 2023
Mar. 31, 2023
Business Acquisition          
Goodwill       $ 10,560 $ 10,563
GdW          
Business Acquisition          
Consideration paid   $ 15,256      
Less: Cash acquired   (2,452)      
Less: Net assets acquired   (6,520)      
Goodwill   $ 6,284      
WASI Debt          
Business Acquisition          
Consideration paid $ 1,628        
Seller's Note 1,370        
Total consideration 2,998        
Less: Cash acquired     $ (500)    
Less: Net assets acquired (2,422)   (2,422)    
Goodwill $ 76   $ 76    
v3.23.2
Acquisitions - Schedule of Assets Acquired and Liabilities Assumed (Details) - USD ($)
$ in Thousands
1 Months Ended
Feb. 10, 2022
Jan. 31, 2023
Jun. 30, 2023
Mar. 31, 2023
LIABILITIES        
Goodwill     $ 10,560 $ 10,563
GdW        
ASSETS        
Accounts Receivable $ 715      
Other current assets 67      
Property, plant and equipment, net 40      
Total assets 10,665      
LIABILITIES        
Accounts payable 15      
Accrued expenses and deferred revenue 1,670      
Deferred income tax liabilities, net 2,460      
Total liabilities 4,145      
Net assets acquired 6,520      
Less: Cash acquired (2,452)      
Goodwill 6,284      
GdW | Proprietary Database        
ASSETS        
Intangible assets 2,576      
GdW | Customer relationships        
ASSETS        
Intangible assets $ 7,267      
WASI Debt        
ASSETS        
Accounts Receivable   $ 1,037    
Inventory   517    
Other current assets   97    
Property, plant and equipment, net   403    
Other assets   20    
Total assets   3,118    
LIABILITIES        
Accounts payable   61    
Accrued expenses and deferred revenue   635    
Total liabilities   696    
Net assets acquired   2,422    
Consideration paid   2,998    
Less: Cash acquired   (500)    
Less: Net assets acquired   (2,422)    
Goodwill   76    
WASI Debt | Trade Name        
ASSETS        
Intangible assets   342    
WASI Debt | Noncompete Agreement        
ASSETS        
Intangible assets   19    
WASI Debt | Customer relationships        
ASSETS        
Intangible assets   $ 683    
v3.23.2
Acquisitions - Schedule of Revenues and Expenses (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended 12 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Sep. 30, 2022
Mar. 31, 2023
Business Acquisition        
Revenue $ 71,431 $ 50,862    
Operating Expenses 70,773 50,028    
Operating Income 658 834    
Non-operating income (474) (1,444)    
Net Loss Attributable to Air T, Inc. Stockholders $ (531) $ (1,433)    
GdW        
Business Acquisition        
Revenue     $ 887  
Cost of Sales     145  
Operating Expenses     701  
Operating Income     41  
Non-operating income     19  
Net Loss Attributable to Air T, Inc. Stockholders     $ 60  
WASI Debt        
Business Acquisition        
Revenue       $ 929
Cost of Sales       676
Operating Expenses       425
Operating Income       (172)
Non-operating income       (22)
Net Loss Attributable to Air T, Inc. Stockholders       $ (194)
v3.23.2
Acquisitions - Narrative (Details) - USD ($)
$ in Millions
5 Months Ended
Jun. 30, 2022
Feb. 10, 2022
Shanwick | GdW    
Business Acquisition    
Ownership interest acquired (percent)   30.00%
GdW    
Business Acquisition    
Goodwill adjustment $ 0.3  
Intangible asset and deferred tax lability adjustment $ (0.3)  
v3.23.2
Revenue Recognition - Disaggregation of Revenues (Details) - USD ($)
$ in Thousands
3 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Disaggregation of Revenue    
Total revenue $ 71,431 $ 50,862
Air Cargo    
Disaggregation of Revenue    
Total revenue 27,728 20,564
Ground equipment sales    
Disaggregation of Revenue    
Total revenue 11,787 5,815
Commercial jet engines and parts    
Disaggregation of Revenue    
Total revenue 29,846 22,855
Corporate and other    
Disaggregation of Revenue    
Total revenue 2,070 1,628
Product Sales | Air Cargo    
Disaggregation of Revenue    
Revenue from customer contracts 9,171 6,354
Product Sales | Ground equipment sales    
Disaggregation of Revenue    
Revenue from customer contracts 11,575 5,577
Product Sales | Commercial jet engines and parts    
Disaggregation of Revenue    
Revenue from customer contracts 26,759 20,310
Product Sales | Corporate and other    
Disaggregation of Revenue    
Revenue from customer contracts 335 116
Support Services | Air Cargo    
Disaggregation of Revenue    
Revenue from customer contracts 18,550 14,060
Support Services | Ground equipment sales    
Disaggregation of Revenue    
Revenue from customer contracts 93 140
Support Services | Commercial jet engines and parts    
Disaggregation of Revenue    
Revenue from customer contracts 2,946 1,975
Support Services | Corporate and other    
Disaggregation of Revenue    
Revenue from customer contracts 1,255 1,024
Leasing Revenue | Air Cargo    
Disaggregation of Revenue    
Revenue not from customer contracts 0 0
Leasing Revenue | Ground equipment sales    
Disaggregation of Revenue    
Revenue not from customer contracts 25 43
Leasing Revenue | Commercial jet engines and parts    
Disaggregation of Revenue    
Revenue not from customer contracts 12 541
Leasing Revenue | Corporate and other    
Disaggregation of Revenue    
Revenue not from customer contracts 387 388
Other | Air Cargo    
Disaggregation of Revenue    
Revenue not from customer contracts 7 150
Other | Ground equipment sales    
Disaggregation of Revenue    
Revenue not from customer contracts 94 55
Other | Commercial jet engines and parts    
Disaggregation of Revenue    
Revenue not from customer contracts 129 29
Other | Corporate and other    
Disaggregation of Revenue    
Revenue not from customer contracts $ 93 $ 100
v3.23.2
Revenue Recognition - Contract with Customer, Asset and Liability (Details)
$ in Thousands
3 Months Ended
Jun. 30, 2023
USD ($)
Contract With Customers  
Contract with customer, liabilities, beginning balance $ 5,000
Outstanding contract liabilities recognized as revenue 2,078
Contract with customer, liabilities, ending balance $ 6,315
v3.23.2
Accrued Expenses and Other (Details) - USD ($)
$ in Thousands
Jun. 30, 2023
Mar. 31, 2023
Payables and Accruals [Abstract]    
Salaries, wages and related items $ 6,351 $ 4,748
Profit sharing and bonus 768 1,672
Other deposits 2,871 2,560
Other 4,653 4,153
Total $ 14,643 $ 13,133
v3.23.2
Income Taxes (Details) - USD ($)
$ in Thousands
3 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Income Tax Disclosure [Abstract]    
Income tax expense (benefit) $ 211 $ 192
Effective income tax rate, percent 114.70% (31.50%)
v3.23.2
Net Earnings (Loss) Per Share - Earnings Per Common Share (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
3 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Earnings Per Share [Abstract]    
Net Loss $ (27) $ (802)
Net income attributable to non-controlling interests (504) (631)
Net Loss Attributable to Air T, Inc. Stockholders $ (531) $ (1,433)
Loss per share:    
Basic (in dollars per share) $ (0.19) $ (0.50)
Diluted (in dollars per share) $ (0.19) $ (0.50)
Antidilutive shares excluded from computation of income (loss) (in shares) 5 7
Weighted Average Shares Outstanding:    
Basic (in shares) 2,818 2,866
Diluted (in shares) 2,818 2,866
v3.23.2
Intangible Assets and Goodwill - Schedule of Finite-Lived Intangible Assets (Details) - USD ($)
$ in Thousands
Jun. 30, 2023
Mar. 31, 2023
Finite-Lived Intangible Assets    
Gross Carrying Amount $ 16,270 $ 16,254
Accumulated Amortization (4,493) (4,191)
Finite-lived intangible assets, net 11,777 12,063
Indefinite-lived intangible assets, gross carrying amount 57 40
Gross carrying value 16,327 16,294
Intangible assets, total 11,834 12,103
Purchased software    
Finite-Lived Intangible Assets    
Gross Carrying Amount 551 544
Accumulated Amortization (447) (433)
Finite-lived intangible assets, net 104 111
Internally developed software    
Finite-Lived Intangible Assets    
Gross Carrying Amount 3,670 3,672
Accumulated Amortization (548) (465)
Finite-lived intangible assets, net 3,122 3,207
In-place lease and other intangibles    
Finite-Lived Intangible Assets    
Gross Carrying Amount 1,094 1,094
Accumulated Amortization (259) (229)
Finite-lived intangible assets, net 835 865
Customer relationships    
Finite-Lived Intangible Assets    
Gross Carrying Amount 8,044 8,050
Accumulated Amortization (996) (851)
Finite-lived intangible assets, net 7,048 7,199
Patents    
Finite-Lived Intangible Assets    
Gross Carrying Amount 1,112 1,112
Accumulated Amortization (1,106) (1,105)
Finite-lived intangible assets, net 6 7
Other    
Finite-Lived Intangible Assets    
Gross Carrying Amount 1,799 1,782
Accumulated Amortization (1,137) (1,108)
Finite-lived intangible assets, net $ 662 $ 674
v3.23.2
Intangible Assets and Goodwill - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense (Details) - USD ($)
$ in Thousands
Jun. 30, 2023
Mar. 31, 2023
Amortization    
2024 (excluding the three months ended June 30, 2023) $ 920  
2025 1,166  
2026 1,083  
2027 1,024  
2028 976  
2029 969  
Thereafter 5,639  
Finite-lived intangible assets, net $ 11,777 $ 12,063
v3.23.2
Intangible Assets and Goodwill - Narrative (Details) - USD ($)
$ in Thousands
Jun. 30, 2023
Mar. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]    
Goodwill $ 10,560 $ 10,563
v3.23.2
Investments in Securities and Derivative Instruments - Narrative (Details) - USD ($)
2 Months Ended 3 Months Ended
Mar. 30, 2023
Feb. 24, 2022
Jun. 30, 2023
Jun. 30, 2022
Mar. 31, 2023
Jan. 07, 2022
Aug. 31, 2021
Derivatives, Fair Value              
Long-term debt, gross     $ 122,021,000   $ 125,914,000    
Derivative loss   $ 100,000          
Repayments of long-term debt     1,261,000 $ 836,000      
Unrealized gain on interest rate swaps, net of tax     24,000 475,000      
Unsecured Debt | Contrail Aviation Inc.              
Derivatives, Fair Value              
Interest rate stated percentage (as a percentage)           4.68%  
Long-term debt, gross     43,363,000   50,621,000 $ 43,600,000  
Unsecured Debt | Parent Company              
Derivatives, Fair Value              
Long-term debt, gross     51,690,000   47,963,000    
Interest Rate Swap              
Derivatives, Fair Value              
Unrealized gain on interest rate swaps, net of tax     24,000 $ 500,000      
Interest Rate Swap | Level 2              
Derivatives, Fair Value              
Derivative asset     $ 2,800,000   2,400,000    
Term Note A - MBT | Unsecured Debt | Parent Company              
Derivatives, Fair Value              
Interest rate stated percentage (as a percentage)     3.42%       3.42%
Long-term debt, gross     $ 7,563,000   7,762,000    
Term Note A - MBT | Interest Rate Swap | Unsecured Debt              
Derivatives, Fair Value              
Interest rate stated percentage (as a percentage)     4.56%        
Term Note D - MBT | Unsecured Debt | Parent Company              
Derivatives, Fair Value              
Interest rate stated percentage (as a percentage)     5.09%        
Long-term debt, gross     $ 1,321,000   $ 1,338,000    
Term Note G | Unsecured Debt | Contrail Aviation Inc.              
Derivatives, Fair Value              
Repayments of long-term debt $ 6,700,000            
v3.23.2
Equity Method Investments - Narrative (Details) - USD ($)
shares in Millions
3 Months Ended
Jun. 30, 2023
Mar. 31, 2023
Jun. 30, 2022
Schedule of Equity Method Investments      
Income (loss) from equity method investments $ 691,000   $ 532,000
Equity method investments $ 13,954,000 $ 13,230,000  
Insignia      
Schedule of Equity Method Investments      
Number of shares held (in shares) 0.5    
Ownership percentage 27.10%    
Income (loss) from equity method investments   $ 400,000  
Equity method investments $ 2,100,000    
Cadillac Castings, Inc      
Schedule of Equity Method Investments      
Ownership percentage 20.10%    
Income (loss) from equity method investments $ 700,000    
Equity method investments 3,500,000    
Difference between carrying amount and underlying equity 300,000    
Investment realized gain (loss) on disposal $ (12,000)    
v3.23.2
Equity Method Investments - Summarized Unaudited Financial Information (Details) - USD ($)
$ in Thousands
3 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Schedule of Equity Method Investments    
Revenue $ 71,431 $ 50,862
Operating income 658 834
Net Loss (27) (802)
Net Loss Attributable to Air T, Inc. Stockholders (531) (1,433)
Equity Method Investment, Nonconsolidated Investee or Group of Investees    
Schedule of Equity Method Investments    
Revenue 51,157 35,602
Gross Profit 7,803 4,375
Operating income 5,261 1,981
Net Loss 5,116 1,750
Net Loss Attributable to Air T, Inc. Stockholders $ 1,130 $ 308
v3.23.2
Inventories (Details) - USD ($)
$ in Thousands
Jun. 30, 2023
Mar. 31, 2023
Commercial jet engines and parts:    
Whole engines available for sale or tear-down $ 9,459 $ 10,141
Parts 45,330 50,813
Total inventories 68,045 74,738
Reserves (3,639) (3,613)
Total inventories, net of reserves 64,406 71,125
Overnight air cargo:    
Ground equipment manufacturing:    
Finished goods 746 546
Corporate and other:    
Finished goods 746 546
Ground equipment manufacturing:    
Ground equipment manufacturing:    
Raw materials 4,661 4,589
Work in process 1,283 153
Finished goods 5,032 6,976
Corporate and other:    
Raw materials 4,661 4,589
Finished goods 5,032 6,976
Corporate and other    
Ground equipment manufacturing:    
Raw materials 809 794
Finished goods 725 726
Corporate and other:    
Raw materials 809 794
Finished goods $ 725 $ 726
v3.23.2
Leases - Narrative (Details)
Jun. 30, 2023
Minimum  
Lessee, Lease, Description  
Lease term 2 years
Maximum  
Lessee, Lease, Description  
Lease term 5 years
Real Estate  
Lessee, Lease, Description  
Lease term 30 years
v3.23.2
Leases - Component of Lease Cost and Consolidated Balance Sheet Amounts (Details) - USD ($)
$ in Thousands
3 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Mar. 31, 2023
Leases [Abstract]      
Operating lease cost $ 683 $ 491  
Short-term lease cost 85 185  
Variable lease cost 185 136  
Total lease cost 953 $ 812  
Operating leases      
Operating lease ROU assets 12,133   $ 11,666
Operating lease liabilities $ 12,843   $ 12,435
Weighted-average remaining lease term      
Operating leases 12 years 5 months   12 years 11 months
Weighted-average discount rate      
Operating leases 5.03%   4.99%
v3.23.2
Leases - Future Minimum Lease Payments (Details) - USD ($)
$ in Thousands
Jun. 30, 2023
Mar. 31, 2023
Operating Leases    
2024 (excluding the three months ended June 30, 2023) $ 1,843  
2025 2,297  
2026 2,011  
2027 1,859  
2028 1,387  
2029 750  
Thereafter 8,227  
Total undiscounted lease payments 18,374  
Interest (4,607)  
Discount (924)  
Total lease liabilities $ 12,843 $ 12,435
v3.23.2
Financing Arrangements - Narrative (Details) - Unsecured Debt - USD ($)
3 Months Ended
Jun. 23, 2023
May 26, 2023
Jun. 30, 2023
Dec. 01, 2023
Term Loan G - ONB | Contrail Debt        
Debt Instrument        
Principle amount   $ 38,200,000    
Term Loan G - ONB | Contrail Debt | 1 Month SOFR        
Debt Instrument        
Basis spread on variable rate (as a percentage)   3.11% 3.11%  
Revolver - ONB | Contrail Debt        
Debt Instrument        
Principle amount   $ 25,000,000    
Revolver - ONB | Contrail Debt | 1 Month SOFR        
Debt Instrument        
Basis spread on variable rate (as a percentage)   3.56% 3.56%  
Term Loan - PSB | AirCo 1 Debt        
Debt Instrument        
Principle amount   $ 6,400,000    
Term Loan - PSB | AirCo 1 Debt | 3 Month SOFR        
Debt Instrument        
Basis spread on variable rate (as a percentage)   3.26% 3.26%  
Revolver - MBT        
Debt Instrument        
Line of credit facility, maximum seasonal increase amount $ 2,000,000      
Credit facility maximum borrowing capacity 19,000,000      
Revolver - MBT | Other Investments        
Debt Instrument        
Debt instrument, covenant investment in other investments $ 5,000,000      
Revolver - MBT | Minimum        
Debt Instrument        
Commitment fee (as a percentage) 0.11%      
Revolver - MBT | Maximum        
Debt Instrument        
Commitment fee (as a percentage) 0.15%      
Revolver - MBT | Forecast        
Debt Instrument        
Credit facility maximum borrowing capacity       $ 17,000,000
Revolver - MBT | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Minimum        
Debt Instrument        
Basis spread on variable rate (as a percentage) 2.25%      
Revolver - MBT | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Maximum        
Debt Instrument        
Basis spread on variable rate (as a percentage) 3.25%      
v3.23.2
Financing Arrangements - Long-term Debt (Details) - USD ($)
$ in Thousands
3 Months Ended
Jun. 23, 2023
May 26, 2023
Jun. 30, 2023
Mar. 31, 2023
Jan. 07, 2022
Aug. 31, 2021
Debt Instrument            
Long-term debt, gross     $ 122,021 $ 125,914    
Unamortized Debt Issuance Costs     (763) (829)    
Total Debt, net     121,258 125,085    
Unsecured Debt | AirCo 1 Debt            
Debt Instrument            
Long-term debt, gross     6,393 6,393    
Unsecured Debt | Jet Yard Debt            
Debt Instrument            
Long-term debt, gross     1,819 1,844    
Unsecured Debt | Contrail Debt            
Debt Instrument            
Long-term debt, gross     43,363 50,621 $ 43,600  
Interest rate stated percentage (as a percentage)         4.68%  
Unsecured Debt | Revolver - MBT | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Minimum            
Debt Instrument            
Basis spread on variable rate (as a percentage) 2.25%          
Unsecured Debt | Revolver - MBT | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Maximum            
Debt Instrument            
Basis spread on variable rate (as a percentage) 3.25%          
Unsecured Debt | Term Loan - PSB | AirCo 1 Debt            
Debt Instrument            
Long-term debt, gross     $ 6,393 6,393    
Unsecured Debt | Term Loan - PSB | AirCo 1 Debt | 3 Month SOFR            
Debt Instrument            
Basis spread on variable rate (as a percentage)   3.26% 3.26%      
Unsecured Debt | Term Loan - MBT | Jet Yard Debt            
Debt Instrument            
Long-term debt, gross     $ 1,819 1,844    
Interest rate stated percentage (as a percentage)     4.14%      
Unsecured Debt | Revolver - ONB | Contrail Debt            
Debt Instrument            
Long-term debt, gross     $ 5,183 12,441    
Unused commitment fees     $ 19,817      
Unsecured Debt | Revolver - ONB | Contrail Debt | 1 Month SOFR            
Debt Instrument            
Basis spread on variable rate (as a percentage)   3.56% 3.56%      
Unsecured Debt | Term Loan G - ONB | Contrail Debt            
Debt Instrument            
Long-term debt, gross     $ 38,180 38,180    
Unsecured Debt | Term Loan G - ONB | Contrail Debt | 1 Month SOFR            
Debt Instrument            
Basis spread on variable rate (as a percentage)   3.11% 3.11%      
Unsecured Debt | Parent Company            
Debt Instrument            
Long-term debt, gross     $ 51,690 47,963    
Unsecured Debt | Parent Company | Revolver - MBT            
Debt Instrument            
Long-term debt, gross     13,366 8,742    
Unused commitment fees     $ 5,634      
Unsecured Debt | Parent Company | Revolver - MBT | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Minimum            
Debt Instrument            
Basis spread on variable rate (as a percentage)     2.25%      
Unsecured Debt | Parent Company | Revolver - MBT | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Maximum            
Debt Instrument            
Basis spread on variable rate (as a percentage)     3.25%      
Unsecured Debt | Parent Company | Term Note A - MBT            
Debt Instrument            
Long-term debt, gross     $ 7,563 7,762    
Interest rate stated percentage (as a percentage)     3.42%     3.42%
Unsecured Debt | Parent Company | Term Note B - MBT            
Debt Instrument            
Long-term debt, gross     $ 2,670 2,740    
Interest rate stated percentage (as a percentage)     3.42%      
Unsecured Debt | Parent Company | Term Note D - MBT            
Debt Instrument            
Long-term debt, gross     $ 1,321 1,338    
Interest rate stated percentage (as a percentage)     5.09%      
Unsecured Debt | Parent Company | Term Note D - MBT | 1-month LIBOR            
Debt Instrument            
Basis spread on variable rate (as a percentage)     2.00%      
Unsecured Debt | Parent Company | Term Note E - MBT            
Debt Instrument            
Long-term debt, gross     $ 235 800    
Interest rate stated percentage (as a percentage)     2.50%      
Unsecured Debt | Parent Company | Term Note E - MBT | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate            
Debt Instrument            
Basis spread on variable rate (as a percentage)     1.50%      
Unsecured Debt | Parent Company | Term Note F - MBT            
Debt Instrument            
Long-term debt, gross     $ 933 983    
Unsecured Debt | Parent Company | Term Note F - MBT | Prime Rate            
Debt Instrument            
Basis spread on variable rate (as a percentage)     6.00%      
Interest rate stated percentage (as a percentage)     1.00%      
Unsecured Debt | Parent Company | Debt - Trust Preferred Securities            
Debt Instrument            
Long-term debt, gross     $ 25,602 25,598    
Interest rate stated percentage (as a percentage)     8.00%      
Notes Payable to Banks | Delphax Solutions Debt            
Debt Instrument            
Long-term debt, gross     $ 30 30    
Notes Payable to Banks | Wolfe Lake Debt            
Debt Instrument            
Long-term debt, gross     9,523 9,586    
Notes Payable to Banks | Air T Acquisition 22.1            
Debt Instrument            
Long-term debt, gross     8,032 8,198    
Notes Payable to Banks | WASI Debt            
Debt Instrument            
Long-term debt, gross     1,171 1,279    
Notes Payable to Banks | Canadian Emergency Business Account Loan | Delphax Solutions Debt            
Debt Instrument            
Long-term debt, gross     $ 30 30    
Interest rate stated percentage (as a percentage)     5.00%      
Notes Payable to Banks | Term Loan - Bridgewater | Wolfe Lake Debt            
Debt Instrument            
Long-term debt, gross     $ 9,523 9,586    
Interest rate stated percentage (as a percentage)     3.65%      
Notes Payable to Banks | Term Loan - Bridgewater | Air T Acquisition 22.1            
Debt Instrument            
Long-term debt, gross     $ 4,500 4,500    
Interest rate stated percentage (as a percentage)     4.00%      
Notes Payable to Banks | Term Loan A - ING | Air T Acquisition 22.1            
Debt Instrument            
Long-term debt, gross     $ 2,445 2,610    
Interest rate stated percentage (as a percentage)     3.50%      
Notes Payable to Banks | Term Loan B - ING | Air T Acquisition 22.1            
Debt Instrument            
Long-term debt, gross     $ 1,087 1,088    
Interest rate stated percentage (as a percentage)     4.00%      
Notes Payable to Banks | Promissory Note - Seller's Note | WASI Debt            
Debt Instrument            
Long-term debt, gross     $ 1,171 $ 1,279    
Interest rate stated percentage (as a percentage)     6.00%      
v3.23.2
Financing Arrangements - Contractual Financing Obligations (Details) - USD ($)
$ in Thousands
Jun. 30, 2023
Mar. 31, 2023
Due by    
June 30, 2024 $ 22,721  
June 30, 2025 24,499  
June 30, 2026 26,160  
June 30, 2027 6,476  
June 30, 2028 2,877  
Thereafter 39,288  
Long-term debt, gross 122,021 $ 125,914
Unamortized Debt Issuance Costs (763) (829)
Total Debt, net $ 121,258 $ 125,085
v3.23.2
Shares Repurchased (Details) - USD ($)
3 Months Ended
Jun. 30, 2023
Jun. 10, 2019
May 14, 2014
Equity [Abstract]      
Stock repurchase program, number of shares authorized to be repurchased (in shares)   1,125,000 750,000
Stock repurchased during period, shares (in shares) 620    
Stock repurchased during period, value $ 15,000    
v3.23.2
Geographical Information - Long-lived Assets By Geographic Region (Details) - USD ($)
$ in Thousands
Jun. 30, 2023
Mar. 31, 2023
Revenues from External Customers and Long-Lived Assets    
Total tangible long-lived assets, net $ 21,504 $ 21,522
United States    
Revenues from External Customers and Long-Lived Assets    
Total tangible long-lived assets, net 21,454 21,433
Foreign    
Revenues from External Customers and Long-Lived Assets    
Total tangible long-lived assets, net 50 89
The Netherlands    
Revenues from External Customers and Long-Lived Assets    
Total tangible long-lived assets, net 42 42
Other    
Revenues from External Customers and Long-Lived Assets    
Total tangible long-lived assets, net $ 8 $ 47
v3.23.2
Geographical Information - Revenue by Geographic Areas (Details) - USD ($)
$ in Thousands
3 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Revenue, Major Customer    
Total revenue $ 71,431 $ 50,862
United States    
Revenue, Major Customer    
Total revenue 61,722 41,952
Foreign    
Revenue, Major Customer    
Total revenue $ 9,709 $ 8,910
v3.23.2
Segment Information - Narrative (Details)
3 Months Ended
Jun. 30, 2023
segment
Segment Reporting [Abstract]  
Number of operating segments 4
v3.23.2
Segment Information - Segment Data (Details) - USD ($)
$ in Thousands
3 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Segment Reporting Information    
Revenue $ 71,431 $ 50,862
Operating income (loss) 658 834
Capital expenditures 404 371
Depreciation and amortization 690 861
Air Cargo    
Segment Reporting Information    
Revenue 27,728 20,564
Operating income (loss) 1,935 1,077
Capital expenditures 158 99
Depreciation and amortization 85 20
Air Cargo | Domestic    
Segment Reporting Information    
Revenue 27,137 20,564
Air Cargo | International    
Segment Reporting Information    
Revenue 591 0
Ground equipment sales    
Segment Reporting Information    
Revenue 11,787 5,815
Operating income (loss) (85) 142
Capital expenditures 33 9
Depreciation and amortization 34 49
Ground equipment sales | Domestic    
Segment Reporting Information    
Revenue 11,698 3,907
Ground equipment sales | International    
Segment Reporting Information    
Revenue 89 1,908
Commercial jet engines and parts    
Segment Reporting Information    
Revenue 29,846 22,855
Operating income (loss) 1,478 3,074
Capital expenditures 120 74
Depreciation and amortization 190 434
Commercial jet engines and parts | Domestic    
Segment Reporting Information    
Revenue 21,968 16,732
Commercial jet engines and parts | International    
Segment Reporting Information    
Revenue 7,878 6,123
Corporate and other    
Segment Reporting Information    
Revenue 2,070 1,628
Operating income (loss) (2,670) (3,459)
Capital expenditures 93 189
Depreciation and amortization 381 358
Corporate and other | Domestic    
Segment Reporting Information    
Revenue 919 749
Corporate and other | International    
Segment Reporting Information    
Revenue $ 1,151 $ 879
v3.23.2
Segment Information- Schedule of EBITDA (Details) - USD ($)
$ in Thousands
3 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Segment Reporting Information    
Operating Income $ 658 $ 834
Depreciation and amortization (excluding leased engines depreciation) 690 605
Gain on sale of property and equipment (6) (2)
Securities expenses 45 15
Adjusted EBITDA 1,387 1,452
Overnight air cargo    
Segment Reporting Information    
Operating Income 1,935 1,077
Depreciation and amortization (excluding leased engines depreciation) 85 19
Gain on sale of property and equipment (6) 0
Securities expenses 0 0
Adjusted EBITDA 2,014 1,096
Ground equipment sales    
Segment Reporting Information    
Operating Income (85) 142
Depreciation and amortization (excluding leased engines depreciation) 34 49
Gain on sale of property and equipment 0 0
Securities expenses 0 0
Adjusted EBITDA (51) 191
Commercial jet engines and parts    
Segment Reporting Information    
Operating Income 1,478 3,074
Depreciation and amortization (excluding leased engines depreciation) 190 179
Gain on sale of property and equipment 0 (2)
Securities expenses 0 0
Adjusted EBITDA 1,668 3,251
Corporate and other    
Segment Reporting Information    
Operating Income (2,670) (3,459)
Depreciation and amortization (excluding leased engines depreciation) 381 358
Gain on sale of property and equipment 0 0
Securities expenses 45 15
Adjusted EBITDA $ (2,244) $ (3,086)
v3.23.2
Commitments and Contingencies - Narrative (Details)
3 Months Ended 12 Months Ended
May 05, 2021
USD ($)
interest
Jun. 30, 2023
USD ($)
installment
anniversary
shares
Mar. 31, 2023
USD ($)
Feb. 28, 2022
Dec. 29, 2020
shares
Long-termCommitment          
Increase in redemption value   $ 7,000      
Adjustment to fair value of redeemable non-controlling interests   (100,000)      
Net loss attributable to and and distributions non-controlling interest   200,000      
Distributions to non controlling interest   100,000      
Number of classes of equity interests | interest 2        
Equity method investments   13,954,000 $ 13,230,000    
Put option issued to co-investor in CAM   $ 1,000,000      
Number of anniversary has fixed price put option | anniversary   3      
Number of years after execution of agreement (in years)   5 years      
Number of installments after exercise | installment   3      
Redeemable non-controlling interest   $ 12,837,000 12,710,000    
Share compensation expense   $ 79,000      
2020 Omnibus Stock and Incentive Plan          
Long-termCommitment          
Shares authorized under the plan (in shares) | shares         420,000
Number of shares granted ( in shares) | shares   260,670      
CAM          
Long-termCommitment          
Ownership percentage (as a percentage) 90.00%        
Minority interest, ownership (percent) 10.00%        
Noncontrolling interest, increase from subsidiary equity issuance $ 1,000,000        
Offshore Series          
Long-termCommitment          
Payments for capital commitments     1,000,000    
Onshore Series          
Long-termCommitment          
Payments for capital commitments     $ 6,900,000    
CJVII | Capital Commitments          
Long-termCommitment          
Other commitments   $ 7,000,000      
Other commitment, premium rate above fair market value   112.50%      
CAM          
Long-termCommitment          
Equity method investments   $ 5,300,000      
CAM | CJVII | Capital Commitments          
Long-termCommitment          
Other commitments   51,000,000      
MRC | CJVII | Capital Commitments          
Long-termCommitment          
Other commitments   44,000,000      
Third Party | Shanwick          
Long-termCommitment          
Minority interest, ownership (percent)       30.00%  
Option potential exercise multiple       7.5  
Fair Value, Inputs, Level 3 | Contrail RNCI          
Long-termCommitment          
Fair value of redeemable non-controlling interest   $ 8,000,000      
v3.23.2
Commitments and Contingencies- Roll forward (Details)
$ in Thousands
3 Months Ended
Jun. 30, 2023
USD ($)
Shanwick RNCI  
Balance at the beginning $ 12,710
Balance at the end 12,837
Shanwick  
Shanwick RNCI  
Balance at the beginning 4,738
Contribution from non-controlling members 0
Distribution to non-controlling members (166)
Net income attributable to non-controlling interests 86
Redemption value adjustments 199
Balance at the end $ 4,857

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