Edgar Filing: AIR T INC

airt20160901_10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark one)

☒	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended September 30, 2016

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

Commission File Number 001-35476

Air T, Inc.

(Exact name of registrant as specified in its charter)

Delaware	52-1206400
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

3524 Airport Road, Maiden, North Carolina 28650

(Address of principal executive offices, including zip code)

(828) 464 – 8741

(Registrant’s telephone number, including area code)

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

Yes ☒

No☐

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

Yes ☒

No☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. (See the definitions of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act).

Large Accelerated Filer ☐	Accelerated Filer ☐	Non-Accelerated Filer ☐	Smaller Reporting Company ☒
		(Do not check if smaller reporting company)

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

Yes ☐

No☒

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

Common Stock		Outstanding Shares at November 1, 2016
Common Shares, par value of $.25 per share		2,042,789

	AIR T, INC. AND SUBSIDIARIES
	QUARTERLY REPORT ON FORM 10-Q
	TABLE OF CONTENTS

		Page
	PART I

Item 1.	Financial Statements

	Condensed Consolidated Statements of Income (Loss) (Unaudited) Three Months and Six Months Ended September 30, 2016 and 2015	3

	Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) Three Months and Six Months Ended September 30, 2016 and 2015	4

	Condensed Consolidated Balance Sheets September 30, 2016 (Unaudited) and March 31, 2016	5

	Condensed Consolidated Statements of Cash Flows (Unaudited) Six Months Ended September 30, 2016 and 2015	6

	Condensed Consolidated Statements of Equity (Unaudited) Six Months Ended September 30, 2016 and 2015	7

	Notes to Condensed Consolidated Financial Statements (Unaudited)	8-25

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	25-39

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	39

Item 4.	Controls and Procedures	39

	PART II

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	40

Item 6.	Exhibits	41
	Signatures	42
	Exhibit Index	43
	Certifications
	Interactive Data Files

Item 1. Financial Statements

AIR T, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) (UNAUDITED)

	Three Months Ended September 30,						Six Months Ended September 30,
	2016			2015			2016			2015
Operating Revenues:
Overnight air cargo	$	17,151,214		$	17,385,753		$	33,788,379		$	30,274,943
Ground equipment sales		11,088,877			21,283,140			15,343,065			25,322,377
Ground support services		7,038,151			5,985,036			13,838,193			11,415,129
Printing equipment and maintenance		1,727,896			-			4,287,984			-
Commercial jet engines		1,295,107			-			1,295,107			-
Leasing		221,745			-			463,515			-
		38,522,990			44,653,929			69,016,243			67,012,449

Operating Expenses:
Flight-air cargo		10,023,521			9,399,757			18,998,086			15,773,666
Maintenance-air cargo		5,264,416			5,354,574			10,710,320			10,562,738
Ground equipment sales		8,759,677			15,471,306			12,176,001			18,600,420
Ground support services		5,762,634			5,062,546			11,155,302			9,778,457
Printing equipment and maintenance		1,116,964			-			7,124,731			-
Commercial jet engines		787,539			-			787,539			-
Leasing		49,460			-			49,460			-
Research and development		239,922			-			750,882			-
General and administrative		5,143,446			3,658,187			10,972,392			7,465,115
Depreciation, amortization and impairment		353,672			192,504			2,343,273			371,121
Gain on sale of property and equipment		-			10,405			-			5,381
		37,501,251			39,149,278			75,067,986			62,556,898

Operating Income (Loss)		1,021,739			5,504,651			(6,051,743	)		4,455,551

Non-operating Income (Expense):
Gain on sale of marketable securities		429,076			-			572,945			-
Foreign currency gain, net		33,096			-			124,886			-
Other-than-temporary impairment loss on investments		-			-			(1,502,239	)		-
Other investment income, net		48,269			-			90,962			-
Interest expense and other		(77,366	)		(9,690	)		(141,377	)		(29,631	)
		433,075			(9,690	)		(854,823	)		(29,631	)

Income (Loss) Before Income Taxes		1,454,814			5,494,960			(6,906,566	)		4,425,920

Income Taxes		375,000			1,701,000			3,000			1,368,000

Net Income (Loss)		1,079,814			3,793,960			(6,909,566	)		3,057,920

Net (Income) Loss Attributable to Non-controlling Interests	$	(11,265	)	$	-		$	4,301,813		$	-


Net Income (Loss) Attributable to Air T, Inc. Stockholders	$	1,068,549		$	3,793,960		$	(2,607,753	)	$	3,057,920


Earnings (Loss) Per Share:
Basic	$	0.52		$	1.60		$	(1.18	)	$	1.29
Diluted	$	0.52		$	1.58		$	(1.18	)	$	1.28

Weighted Average Shares Outstanding:
Basic		2,042,789			2,372,527			2,207,658			2,372,527
Diluted		2,047,976			2,397,163			2,207,658			2,396,460

See notes to condensed consolidated financial statements.

AIR T, INC. AND SUBSIDIARIES

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

	Three Months Ended September 30,						Six Months Ended September 30,
	2016			2015			2016			2015

Net income (loss)	$	1,079,814		$	3,793,960		$	(6,909,566	)	$	3,057,920

Other comprehensive income (loss):

Foreign currency translation loss		(39,628	)		-			(189,940	)		-

Unrealized net gains (losses) on marketable securities		534,614			(427,132	)		(446,755	)		(866,430	)

Tax effect of net unrealized (gains) losses on marketable securities		(192,461	)		153,768			160,832			311,915

Total unrealized net gain (loss) on marketable securities, net of tax		342,153			(273,364	)		(285,923	)		(554,515	)

Reclassification of other-than-temporary impairment losses on marketable securities included in net loss, net of losses (gains) on sale of marketable securities		(429,076	)		-			929,293			-

Tax effect of reclassification		154,951			-			(334,061	)		-

Reclassification adjustment, net of tax		(274,125	)		-			595,232			-

Total Other Comprehensive Income (Loss)		28,400			(273,364	)		119,369			(554,515	)

Total Comprehensive Income (Loss)		1,108,214			3,520,595			(6,790,197	)		2,503,405

Comprehensive Loss Attributable to Non-controlling Interests		13,260			-			4,419,576			-

Comprehensive Income (Loss) Attributable to Air T, Inc. Stockholders	$	1,121,474		$	3,520,596		$	(2,370,621	)	$	2,503,405

See notes to condensed consolidated financial statements.

AIR T, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30, 2016			March 31, 2016 *
	(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents	$	2,191,740		$	5,345,455
Marketable securities		2,526,208			4,944,572
Restricted cash		824,062			820,651
Accounts receivable, less allowance for doubtful accounts of $469,000 and $426,000		21,932,218			12,303,128
Notes and other receivables-current		2,211,118			592,721
Income tax receivable		1,105,919			719,899
Inventories, net		17,667,401			12,274,104
Deferred income taxes		117,770			291,000
Prepaid expenses and other		1,172,972			1,668,004
Total Current Assets		49,749,408			38,959,534

Investments in Available-For-Sale Securities		3,934,385			4,711,343

Property and Equipment, Net		4,899,771			4,577,774
Cash Surrender Value of Life Insurance Policies		2,112,430			2,100,057
Notes and Other Receivables - Long-term		-			103,996
Other Assets		385,559			317,528
Intangible Assets, Net		863,132			1,109,112
Goodwill		3,986,865			275,408
Total Assets	$	65,931,550		$	52,154,752

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable	$	10,409,771		$	7,003,660
Income tax payable		-			11,312
Accrued expenses		7,829,588			6,842,874
Short-term debt		1,815,185			1,859,300
Total Current Liabilities		20,054,544			15,717,146

Long-Term Debt		20,761,175			4,835
Deferred Income Taxes		546,000			546,000
Other Non-current Liabilities		2,933,347			615,241
Total Liabilities		44,295,066			16,883,222

Redeemable non-controlling interest		1,079,772			-

Commitments and Contingencies (Notes 10 and 14)

Equity:
Air T, Inc. Stockholders' Equity:
Preferred stock, $1.00 par value, 50,000 shares authorized		-			-
Common stock, $.25 par value; 4,000,000 shares authorized, 2,042,789 shares issued and outstanding at September 30, 2016, 2,372,527 shares issued and outstanding at March 31, 2016		510,696			593,131
Additional paid-in capital		4,260,030			4,947,665
Retained earnings		19,596,287			29,350,980
Accumulated other comprehensive income (loss), net		119,234			(117,898	)
Total Air T, Inc. Stockholders' Equity		24,486,247			34,773,878
Non-controlling Interests		(3,929,535	)		497,652
Total Equity		20,556,712			35,271,530
Total Liabilities and Equity	$	65,931,550		$	52,154,752

* Derived from audited consolidated financial statements

See notes to condensed consolidated financial statements.

AIR T, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

	Six Months Ended September 30,
	2016			2015
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	(6,909,566	)	$	3,057,920
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Gain on sale of marketable securities		(572,945	)		-
Gain on sale of property and equipment		-			5,381
Change in accounts receivable and inventory reserves		2,483,947			(61,616	)
Depreciation, amortization and impairment		2,343,273			371,121
Change in cash surrender value of life insurance		(12,373	)		(14,575	)
Warranty reserve		(28,250	)		(82,995	)
Other-than-temporary impairment loss on investments		1,502,239			-
Change in operating assets and liabilities:
Accounts receivable		(8,362,763	)		(8,327,227	)
Notes receivable and other non-trade receivables		(1,560,740	)		111,274
Inventories		(6,084,943	)		(3,212,440	)
Prepaid expenses and other assets		487,462			115,057
Accounts payable		3,004,536			3,017,840
Accrued expenses		797,290			(58,762	)
Income taxes payable/ receivable		(397,331	)		1,098,013
Non-current liabilities		(442,874	)		-
Total adjustments		(6,843,472	)		(7,038,927	)
Net cash used in operating activities		(13,753,038	)		(3,981,007	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of marketable securities		(2,505,520	)		(1,863,621	)
Proceeds from sale of marketable securities		5,254,087			-
Net cash flow from business combination		(4,033,367	)		-
Capital expenditures		(911,040	)		(513,433	)
Proceeds from sale of property and equipment		10,745			19,163
Increase in restricted cash		(3,411	)		(3,316	)
Net cash used in investing activities		(2,188,506	)		(2,361,207	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from line of credit		40,368,017			14,291,273
Payment on line of credit		(19,606,842	)		(17,909,633	)
Payment on line of credit - Delphax		(48,950	)		-
Payment of debt - Delphax		-			-
Repurchase of common stock		(7,917,009	)		-
Net cash provided by (used in) financing activities		12,795,216			(3,618,360	)

Effect of foreign currency exchange rates on cash and cash equivalents		(7,387	)		-

NET DECREASE IN CASH AND CASH EQUIVALENTS		(3,153,715	)		(9,960,574	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		5,345,455			13,388,767
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	2,191,740		$	3,428,193

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING ACTIVITIES:
Finished goods inventory transferred to equipment leased to customers	$	321,345		$	1,143,635
Change in fair value of marketable securities		(1,022,791	)		(866,430	)

SUPPLEMENTAL DISCLOSURE OF INVESTING ACTIVITIES:
Non-controlling interest in acquired business	$	1,072,161		$	-
Acquired business earnout contract		2,900,000			-

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest	$	61,767		$	45,118
Income taxes		400,331			267,134

See notes to condensed consolidated financial statements.

AIR T, INC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (UNAUDITED)

	Equity
	Air T, Inc. Stockholders' Equity
	Common Stock				Additional Paid-In		Retained		Accumulated Other Comprehensive			Non-controlling		Total
	Shares		Amount		Capital		Earnings		Income (Loss)			Interests		Equity
Balance, March 31, 2015		2,372,527	$	593,131	$	4,929,090	$	24,407,915	$	(134,913	)	$	-	$	29,795,223

Net income		-		-		-		3,057,920		-			-		3,057,920

Net change from marketable securities, net of tax		-		-		-		-		(554,515	)		-		(554,515	)

Balance, September 30, 2015		2,372,527	$	593,131	$	4,929,090	$	27,465,835	$	(689,428	)	$	-	$	32,298,628

	Equity
	Air T, Inc. Stockholders' Equity
	Common Stock						Additional Paid-In			Retained			Accumulated Other Comprehensive			Non-controlling			Total
	Shares			Amount			Capital			Earnings			Income (Loss)			Interests*			Equity
Balance, March 31, 2016		2,372,527		$	593,131		$	4,947,665		$	29,350,980		$	(117,898	)	$	497,652		$	35,271,530

Repurchase of common stock		(329,738	)		(82,435	)		(687,635	)		(7,146,940	)		-			-			(7,917,010	)

Net loss		-			-			-			(2,607,753	)		-			(4,309,424	)		(6,917,177	)

Net change from marketable securities, net of tax		-			-			-			-			309,309			-			309,309

Foreign currency translation loss		-			-			-			-			(72,177	)		(117,763	)		(189,940	)

Balance, September 30, 2016		2,042,789		$	510,696		$	4,260,030		$	19,596,287		$	119,234		$	(3,929,535	)	$	20,556,712

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

See notes to condensed consolidated financial statements.

AIR T, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1.	Financial Statement Presentation

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

It is suggested that these condensed consolidated financial statements be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended March 31, 2016. The results of operations for the periods ended September 30 are not necessarily indicative of the operating results for the full year.

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

New Accounting Pronouncements

In May 2014, a comprehensive new revenue recognition standard was issued that will supersede nearly all existing revenue recognition guidance. The new guidance introduces a five-step model in which an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This guidance also requires disclosures sufficient to enable users to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers, including qualitative and quantitative disclosures about contracts with customers, significant judgments and changes in judgments, and assets recognized from the costs to obtain or fulfill a contract. This guidance is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Management is currently evaluating the new guidance, including possible transition alternatives, to determine the impact it will have on the Company’s consolidated financial statements.

In February 2015, a standard was issued that amends the guidance that reporting entities apply when evaluating whether certain legal entities should be consolidated. The Company adopted the standard in the quarter ended June 30, 2016. The adoption had no impact on the Company’s condensed consolidated financial statements.

In April 2015, a standard was issued that amends existing guidance to require the presentation of debt issuance costs in the balance sheet as a deduction from the carrying amount of the related debt liability instead of a deferred charge. It is effective for annual reporting periods beginning after December 15, 2015, and for interim periods within those annual periods. The Company adopted the standard in the quarter ended June 30, 2016. Adoption of this standard did not have a material impact the Company’s condensed consolidated financial statements.

In July 2015, a standard was issued that amends existing guidance to simplify the measurement of inventory by requiring certain inventory to be measured at the lower of cost or net realizable value. It is effective for fiscal years beginning after December 15, 2016 and for interim periods therein. The Company is evaluating the impact of adoption of this standard on its consolidated financial statements.

In September 2015, a standard was issued that simplifies the accounting for measurement period adjustments associated with a business combination by eliminating the requirement to restate prior period financial statements for measurement period adjustments when measurements were incomplete as of the end of the reporting period that includes the business combination. The new guidance requires that the cumulative impact of a measurement period adjustment (including the impact on prior periods) be recognized in the reporting period in which the adjustment is identified. It is effective for interim and annual periods beginning after December 15, 2015. The Company adopted this new standard beginning with the fiscal quarter ended June 30, 2016. Adoption of this new standard had no material impact on the Company’s condensed consolidated financial statements.

In January 2016, the Financial Accounting Standard Board (FASB) published Accounting Standards Update (ASU) 2016-01 Financial Instruments Overall: Recognition and Measurement of Financial Assets and Financial Liabilities that amends the guidance on the classification and measurement of financial instruments. ASU 2016-01 becomes effective for public business entities in fiscal years beginning after December 15, 2017, including interim periods therein. ASU 2016-01 removes equity securities from the scope of Accounting Standards Codification (ASC) Topic 320 and creates ASC Topic 321, Investments – Equity Securities. Under the new guidance, all equity securities with readily determinable fair values are measured at fair value on the statement of financial position, with changes in fair value recorded through earnings. The update eliminates the option to record changes in the fair value of equity securities through other comprehensive income. The Company is evaluating the impact of the adoption of the standard on its consolidated financial statements.

In February 2016, the FASB issued ASU No. 2016-02, Leases. The new standard establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition. Similarly, lessors will be required to classify leases as either sales-type, finance or operating, with classification affecting the pattern of income recognition. Classification for both lessees and lessors will be based on an assessment of whether risks and rewards as well as substantive control have been transferred through a lease contract. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted. A modified retrospective transition approach is required for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is evaluating the impact of the adoption of the standard on its consolidated financial statements.

In March 2016, the FASB issued new accounting guidance for simplifying the treatment of employee share-based payments. The primary objective is to improve areas of Generally Accepted Accounting Principles (GAAP) for which cost and complexity can be reduced while maintaining or improving the usefulness of information provided to users of financial statements. This accounting guidance will be effective for the Company beginning with its 2018 fiscal year. The Company is currently evaluating the impact of this new guidance.

In June 2016, a standard was issued that significantly changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income, including trade receivables. The standard requires an entity to estimate its lifetime “expected credit loss” for such assets at inception, and record an allowance that, when deducted from the amortized cost basis of the financial asset, presents the net amount expected to be collected on the financial asset. The standard is effective for annual periods beginning after December 15, 2019, and interim periods therein. Early adoption is permitted for annual periods beginning after December 15, 2018, and interim periods therein. The Company is currently evaluating the new guidance to determine the impact it will have on the Company’s consolidated financial statements.

In August 2016, a standard was issued to reduce diversity in practice in the classification of certain cash receipts and cash payments within the statement of cash flows. The standard is effective for annual periods beginning after December 15, 2017, and interim periods therein. Early adoption is permitted, including adoption in an interim period. The guidance requires application through a retrospective transition method. The Company is currently evaluating the new guidance to determine the impact it will have on the Company’s consolidated financial statements.

2.	Acquisition of Interests in Delphax

Pursuant to a Securities Purchase Agreement dated as of October 2, 2015 (the “Securities Purchase Agreement”) among the Company, Delphax Technologies Inc. (“Delphax”) and its subsidiary, Delphax Technologies Canada Limited (“Delphax Canada”), on November 24, 2015 (the “Delphax Closing Date”), the Company purchased (i) at face value a $2,500,000 principal amount Five-Year Senior Subordinated Promissory Note (the “Senior Subordinated Note”) issued by Delphax Canada for a combination of cash and the surrender of outstanding principal of $500,000 and accrued and unpaid interest under, and cancellation of, a 90-Day Senior Subordinated Note purchased at face value by the Company from Delphax Canada on October 2, 2015 pursuant to the Securities Purchase Agreement and (ii) for $1,050,000 in cash a total of 43,000 shares of Delphax’s Series B Preferred Stock (the “Series B Preferred Stock”) and a Stock Purchase Warrant (the “Warrant”) to acquire an additional 95,600 shares of Series B Preferred Stock at a price of $33.4728 per share (subject to adjustment for specified dilutive events).

Principal under the Senior Subordinated Note is due on October 24, 2020 and bears interest at an annual rate of 8.5%. Interest is to be paid in kind until, in the absence of specified events, November 24, 2017. Thereafter, interest is to be paid in cash. Interest in kind is to be paid monthly, while interest payable in cash is to be paid quarterly. The Senior Subordinated Note is guaranteed by Delphax and is secured by security interests granted by Delphax and Delphax Canada in their respective inventories, equipment, accounts receivable, cash, deposit accounts, contract rights and other specified property, as well as a pledge by Delphax of the outstanding capital stock of its subsidiaries, including Delphax Canada. Pursuant to the terms of a subordination agreement (the “Subordination Agreement”) entered into on October 2, 2015 by Delphax, Delphax Canada, the Company and the senior lender (the “Senior Lender”) that provides a revolving credit facility under an agreement with Delphax and Delphax Canada (the “Senior Credit Agreement”), the Company’s rights with respect to payment under and enforcement of the Senior Subordinated Note and enforcement of its security interests are subordinated to the rights of the Senior Lender under the Senior Credit Agreement.

Each share of Series B Preferred Stock is convertible into 100 shares of common stock of Delphax, subject to anti-dilution adjustments, and has no liquidation preference over shares of common stock of Delphax. No dividends are required to be paid with respect to the shares of Series B Preferred Stock, except that ratable dividends (on an as-converted basis) are to be paid in the event that dividends are paid on the common stock of Delphax. Based on the number of shares of Delphax common stock outstanding and reserved for issuance under Delphax’s employee stock option plans at the Closing Date, the number of shares of common stock underlying the Series B Preferred Stock purchased by the Company represent approximately 38% of the shares of Delphax common stock that would be outstanding assuming conversion of Series B Preferred Stock held by the Company and approximately 31% of the outstanding shares assuming conversion of the Series B Preferred Stock and the issuance of all the shares of Delphax common stock reserved for issuance under Delphax’s employee stock option plans.

Pursuant to the terms of the Series B Preferred Stock, for so long as amounts are owed to the Company under the Senior Subordinated Note or the Company continues to hold a specified number of the Shares and interests in the Warrant sufficient to permit it to acquire up to 50% of the number of shares of Series B Preferred Stock initially purchasable under the Warrant (or holds shares of Series B Preferred Stock acquired in connection with the exercise of the Warrant equal to 50% of the number of shares of Series B Preferred Stock initially purchasable under the Warrant), then

●

holders of the Series B Preferred Stock, voting as a separate class, would be entitled to elect (and exercise rights of removal and replacement) with respect to three-sevenths of the board of directors of Delphax, and after June 1, 2016 the holders of the Series B Preferred Stock, voting as a separate class, would be entitled to elect (and to exercise rights of removal and replacement of) with respect to four-sevenths of the members of the board of directors of Delphax; and

●

without the written consent or waiver of the Company, Delphax may not enter into specified corporate transactions.

Pursuant to the provision described above, beginning on November 24, 2015, three designees of the Company were elected to the board of directors of Delphax, which had a total of seven members following their election. As of September 30, 2016, three designees of the Company continued to serve on the board of directors of Delphax, which had a total of six members, as the Company had not exercised its right to require its designee to be elected as the seventh director.

The Warrant expires on November 24, 2021. The Warrant provides that, prior to any exercise of the Warrant, the holder of the Warrant must first make a good faith written tender offer to existing holders of Delphax common stock to purchase an aggregate amount of common stock equal to the number of shares of common stock issuable upon conversion of the Series B Preferred Stock that would be purchased upon such exercise of the Warrant. The Warrant requires that the per share purchase price to be offered in such tender offer would be equal to the then-current exercise price of the Warrant divided by the then-current conversion rate of the Series B Preferred Stock. To the extent that shares of common stock are purchased by the holder in the tender offer, the amount of shares of Series B Preferred Stock purchasable under the Warrant held by such holder is to be ratably reduced. The Warrant is to provide that it may be exercised for cash, by surrender of principal and interest under the Senior Subordinated Note equal to 0.95 times the aggregate exercise price or by surrender of a portion of the Warrant having a value equal to the aggregate exercise price based on the difference between the Warrant exercise price per share and an average market value, measured over a 20-trading day period, of Delphax common stock that would be acquired upon conversion of one share of Series B Preferred Stock.

As a result of the above transactions, the Company determined that it had obtained control over Delphax and we have consolidated Delphax in our consolidated financial statements beginning on November 24, 2015.

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

	November 24, 2015

ASSETS
Cash and cash equivalents	$	586,061
Accounts receivable		1,740,210
Inventories		3,972,802
Other current assets		693,590
Property and equipment		722,714
Intangible assets - trade name		120,000
Intangible assets - patents		1,090,000
Goodwill		375,408
Total assets	$	9,300,785

LIABILITIES
Accounts payable	$	1,663,199
Accrued expenses		1,949,522
Income tax payable		11,312
Debt		3,313,317
Other long-term liabilities		650,500
Total liabilities	$	7,587,850


Net Assets	$	1,712,935

The Company determined that it was reasonable to use the price which it paid for its minority equity interest as the basis for estimating the total fair value of Delphax’s equity as of November 24, 2015 acquisition date. The effect of the Company’s equity and debt investments of $1,050,000 and $2,500,000, respectively, are not reflected in the above table. As such, the amounts presented reflect the provisional fair values of Delphax’s assets and liabilities immediately prior to the Company’s investments. The net assets amount presented above is the estimated acquisition date fair value of the non-controlling interests in Delphax.

Delphax’s debt immediately prior to the acquisition included approximately $508,000 due under the 90-Day Senior Subordinated Note.

The Company’s initial accounting for its acquisition of interests in Delphax is currently incomplete with respect to the fair value determination of an acquired asset retirement obligation. Therefore, as permitted by the applicable accounting guidance, the above amounts are provisional.

As further discussed in Note 11, the Company recognized significant expenses in the June 30, 2016 quarter associated with Delphax employee benefit costs and write-downs of Delphax inventories, long-lived tangible and intangible assets, and goodwill. The Company concluded that the charges were necessary to reflect changes in market conditions and business outlook during the June 30, 2016 quarter and were not associated with conditions that existed as of the Delphax Closing Date. As such, these adjustments were not accounted for as “measurement period” adjustments in the accompanying condensed consolidated financial statements.

3.	Acquisition of Interests in Contrail

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

The acquisition consideration consisted of (i) $4,033,368 in cash, $300,000 of which is being held in an escrow account to secure indemnification payments to Contrail Aviation under the Asset Purchase Agreement, (ii) equity membership units in Contrail Aviation representing 21% of the total equity membership units in Contrail Aviation, and (iii) and contingent additional deferred consideration payments which are more fully described below.

The cash consideration was subject to an adjustment based on the Seller’s Net Working Capital (as defined in the Asset Purchase Agreement) as of the Contrail Closing Date. The balance sheet of Contrail Aviation as of September 30, 2016 reflects a receivable due from Mr. Kuhn for this Contrail Closing Date working capital adjustment.

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

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

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

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

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

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

As used in the Asset Purchase Agreement, “Earnout Period” means each of the first five twelve-full-calendar-month periods following the closing of the acquisition.

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

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

	July 18, 2016

ASSETS
Accounts receivable		1,357,499
Inventories		2,118,475
Prepaid expenses		30,121
Property and equipment		33,095
Intangible assets - non-compete		69,700
Intangible assets - tradename		322,000
Intangible assets - certification		47,000
Intangible assets - customer relationship		451,000
Goodwill		3,986,865
Total assets	$	8,415,755

LIABILITIES
Accounts payable	$	366,575
Accrued expenses		43,652
Earnout liability		2,900,000
Total liabilities	$	3,310,227


Net Assets	$	5,105,528

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

The Company’s initial accounting for the Contrail acquisition is currently incomplete. Therefore, as permitted by the applicable accounting guidance, the above amounts are provisional.

The Put/Call Option specifies a fair value strike price as of the exercise date. As such, the Company assigned no value to the Put/Call Option for purposes of purchase accounting. Because the Put/Call Option permits the Seller to require Contrail Aviation to purchase all of the Seller’s equity membership interests in Contrail Aviation, the Company has presented this redeemable non-controlling interest in Contrail Aviation between the liabilities and equity sections of the accompanying September 30, 2016 condensed consolidated balance sheet. The Company estimates that the fair value of Contrail Aviation would not have changed by more than an inconsequential amount between July 18, 2016 and September 30, 2016. Therefore, other than allocation of the Seller’s proportionate share of Contrail Aviation’s net earnings for this stub period, the Company did not adjust the redeemable non-controlling interest balance from the Contrail Closing Date.

Proforma financial information is not presented as the results are not material to the Company's consolidated financial statements.

The following presents information on Contrail Aviation’s intangible assets and goodwill at September 30, 2016:

	July 18, 2016		Amortization			September 30, 2016
	(Unaudited)					(Unaudited)
Amorizable intangible assets	$	889,700	$	(26,568	)	$	863,132
Goodwill		3,986,865		-			3,986,865
Intangible assets and goodwill, net	$	4,876,565	$	(26,568	)	$	4,849,997

4.	Income Taxes

Income taxes have been provided using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax laws and rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

During the six-month period ended September 30, 2016, the Company recorded income tax expense of $3,000 which resulted in an overall effective tax rate of -0.1%. For the three-month period ended September 30, 2016, the Company recorded income tax expense of $375,000. The Company records income taxes using an estimated annual effective tax rate for interim reporting. Under the annual effective tax rate method, jurisdictions with a projected loss where no tax benefit can be recognized are excluded from the calculation of the estimated annual effective tax rate. The individually largest factor contributing to the difference between the federal statutory rate and the Company’s effective tax rate for the six-month period ending September 30, 2016 was the recognition of a valuation allowance against Delphax’s pretax loss in the period. The income tax provision for the six-month period ended September 30, 2016 differs from the federal statutory rate due also in part to the effect of state income taxes and the federal domestic production activities deduction. Additionally, the rate for the three-month period ended September 30, 2016 includes the estimated benefit for the exclusion of income for the Company’s captive insurance company subsidiary afforded under Section 831(b). During the six-month period ended September 30, 2015, the Company recorded income tax expense of $1,368,000 which resulted in an overall effective tax rate of 30.9%. For the three-month period ended September 30, 2015, the Company recorded income tax expense of $1,701,000. The estimated annual effective tax rate differed from the U. S. federal statutory rate of 34% primarily due to the benefit for the Section 831(b) income exclusion for SAIC, the benefit for the federal domestic production activities deduction, and state income tax expense.

As described in Note 2, effective on November 24, 2015, Air T, Inc. purchased interests in Delphax. With an equity investment level by the Company of approximately 38%, Delphax is required to continue filing a separate United States corporate tax return. Furthermore, Delphax has three foreign subsidiaries located in Canada, France, and the United Kingdom which file tax returns in those jurisdictions. With few exceptions, Delphax is no longer subject to examinations by income tax authorities for tax years before 2011.

Delphax maintains a September 30 fiscal year. As of September 30, 2015, Delphax and its subsidiaries had estimated foreign and domestic tax loss carryforwards of $6.0 million and $7.9 million, respectively. As of that date, they had estimated foreign research and development credit carryforwards of $4.5 million, which are available to offset future income tax. The credits and net operating losses expire in varying amounts beginning in the year 2023. Domestic alternative minimum tax credits of approximately $325,000 are available to offset future income tax with no expiration date. Should there be an ownership change for purposes of Section 382 or any equivalent foreign tax rules, the utilization of the previously mentioned carryforwards may be significantly limited. Additionally, based on the anticipated liquidation of Delphax Canada, $3.2 million of the previously disclosed foreign tax loss carryforwards, $4.5 million of foreign research and development credit carryforwards, as well as other temporary differences such as fixed asset basis differences will likely go unutilized. See additional information regarding Delphax Canada in Note 11.

The provisions of ASC 740 require an assessment of both positive and negative evidence when determining whether it is more-likely-than-not that deferred tax assets will be recovered. In accounting for the Delphax acquisition on November 24, 2015, the Company established a full valuation allowance against Delphax’s net deferred tax assets of approximately $11,661,000. The corresponding valuation allowance at September 30, 2016 was approximately $12,770,000. The cumulative losses incurred by Delphax in recent years was the primary basis for the Company’s determination that a full valuation allowance should be established.

The Company has not recognized any deferred income tax assets or liabilities associated with differences between the financial reporting and tax reporting bases of investments in foreign subsidiaries or for outside basis differences associated with the Company’s investments in Delphax. The Company concluded that the conditions for such recognition were not met as of September 30, 2016. The differences in question would lead to taxable or deductible amounts upon certain events, including a repatriation of foreign assets or a sale or liquidation of the respective entity. Determination of the amount of any unrecognized deferred income tax assets or liabilities on these differences is not practicable at this time due to the complexities of the hypothetical calculation.

As described in Note 3, effective on July 18, 2016, Air T, through its subsidiary, Contrail Aviation, acquired substantially all of the assets of interest in Contrail Aviation Support, Inc. for payment to the Seller of cash and equity membership units in Contrail Aviation representing 21% of the total equity membership units of Contrail Aviation. The acquisition was treated as an asset acquisition for tax purposes, with Air T receiving a step up on the 79% interest deemed to be acquired. Contrail Aviation, a limited liability company, is taxed as a partnership with Air T and the Seller recognizing on a pass-through basis the taxable income and loss of Contrail Aviation in proportion to their relative equity interests. Air T will recognize deferred taxes as applicable on the outside basis difference of the investment. As of the acquisition date, there were no differences between the book and tax basis of the investment.

5.	Net Earnings Per Share

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

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

	Three Months Ended September 30,				Six Months Ended September 30,
	2016		2015		2016			2015

Net loss attributable to Air T, Inc. Stockholders	$	1,068,549	$	3,793,960	$	(2,607,753	)	$	3,057,920
Loss Per Share:
Basic	$	0.52	$	1.60	$	(1.18	)	$	1.29
Diluted	$	0.52	$	1.58	$	(1.18	)	$	1.28
Weighted Average Shares Outstanding:
Basic		2,042,789		2,372,527		2,207,658			2,372,527
Diluted		2,047,976		2,397,163		2,207,658			2,396,460

The Company reported a net loss for the six-month period ended September 30, 2016. As a result of the net loss, there is no potential dilutive effect of outstanding stock options for that period.

6.	Investment Securities Available For Sale

Investments in available-for-sale marketable securities at September 30, 2016 consisted of investments in publicly traded companies and had a fair value of $6,461,000, an aggregate cost basis of $7,617,000, gross unrealized gains aggregating $59,000 and gross unrealized losses aggregating $1,216,000. Marketable securities at March 31, 2016 consisted of investments with a fair value of $9,656,000, an aggregate cost basis of $9,791,000, gross unrealized gains aggregating $422,000 and gross unrealized losses aggregating $557,000. Securities that had been in a continuous loss position for less than 12 months as of September 30, 2016 had an aggregate fair value and unrealized loss of $247,000 and $44,000, respectively. The corresponding amounts at March 31, 2016 were $5,903,000 and $163,000. Securities that had been in a continuous loss position for more than 12 months as of September 30, 2016 had an aggregate fair value and unrealized loss of $3,934,000 and $1,172,000, respectively. The corresponding amounts at March 31, 2016 were $4,711,000 and $395,000.

The Company realized gains of $573,000 and $0, respectively, from the sale of securities during the six-month periods ended September 30, 2016 and September 30, 2015. The marketable securities held by the Company as of September 30, 2016 and March 31, 2016 are classified as available-for-sale securities. The Company does not intend to liquidate marketable security holdings in Insignia Systems, Inc. (“Insignia”) within the next twelve months; as a result, the fair value of the Company’s investment in Insignia is classified as non-current in the September 30, 2016 condensed consolidated balance sheet.

The Company’s investment in Insignia at September 30, 2016 had an aggregate cost basis of $5,106,000 and an unrealized loss of $1,172,000. Any investment with a fair value of less than its cost basis is assessed for possible “other-than-temporary” impairment regularly and at each reporting date. Other-than-temporary impairments of available-for-sale marketable equity securities are fully recognized in the consolidated statement of income (loss). On the basis of its June 30, 2016 assessment, the Company concluded that it had suffered an other-than-temporary impairment in its Insignia investment. In reaching this conclusion, management gave significant weight to the fact that, as of June 30, 2016, the Company’s investment in Insignia had been in a continuous unrealized loss position for well over one year and the magnitude of the unrealized loss had increased sharply during the quarter ended June 30, 2016. While management believes it is reasonably possible that the unrealized loss will reverse prior to the Company’s divestment of the security, management concluded that the weight of the evidence warranted the other-than-temporary impairment as of June 30, 2016. As such, the Company’s condensed consolidated statement of income (loss) for the three months ended June 30, 2016 and the six months ended September 30, 2016 includes a non-operating charge related to the Insignia securities of $1,502,000. There was no other-than-temporary impairment charge for the three-month period ended September 30, 2016 or the six-month period ended September 30, 2015.

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

7.	Inventories

Inventories consisted of the following:

	September 30, 2016			March 31, 2016
Ground support service parts	$	2,282,627		$	1,566,694
Ground equipment manufacturing:
Raw materials		2,397,974			1,549,810
Work in process		1,002,710			408,213
Finished goods		7,723,641			4,328,812
Printing equipment and maintenance
Raw materials		3,219,663			3,319,939
Work in process		798,031			759,446
Finished goods		901,769			562,912
Commercial jet engines		2,003,484			-
Total inventories		20,329,899			12,495,826
Reserves		(2,662,498	)		(221,722	)

Total, net of reserves	$	17,667,401		$	12,274,104

During the quarter ended June 30, 2016, the Company recorded certain inventory reserves associated with Delphax. See additional information in Note 11.

8.	Stock Based Compensation

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

No options were granted or exercised under Air T, Inc.’s stock option plan during the six-month periods ended September 30, 2016 and 2015. Stock-based compensation expense with respect to this plan in the amount of $0 was recognized for the six-month periods ended September 30, 2016 and 2015, respectively. At September 30, 2016, there was no unrecognized compensation expense related to the Air T Inc. stock options. During the quarter ended September 30, 2016, 30,000 stock options expired.

A summary of stock option activity occurring during the three months ended September 30, 2016 is presented below:

	Shares

Outstanding as of March 31, 2016		40,000
Activity during the three months ended September 30, 2016
Granted		-
Exercised		-
Canceled (forfeited/expired)		(30,000	)
Outstanding as of September 30, 2016		10,000
Exerciseable as of September 30, 2016		10,000

No options were granted or exercised during the September 2016 quarter under any of Delphax’s stock option plans. Delphax did not recognize any stock-based compensation expense during the September 2016 quarter.

9.	Stock Repurchase

On July 1, 2016, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with Sardar Biglari, Biglari Capital Corp. and The Lion Fund II, L.P. (collectively, the “Biglari Group”), pursuant to which the Company purchased 329,738 shares of common stock, par value $0.25 (the “Common Stock”), of the Company for $24.01 per share (the “Per Share Purchase Price”), resulting in an aggregate purchase price of $7,917,010. The Per Share Purchase Price is equal, and was determined by reference, to the volume-weighted average price of the Common Stock for the thirty (30) trading days preceding the date of the Securities Purchase Agreement.

Pursuant to the terms of the Securities Purchase Agreement, for a period of four years following the date of the Securities Purchase Agreement, each member of the Biglari Group agreed to customary standstill restrictions (including customary provisions regarding matters submitted to shareholders and other governance matters), and the parties to the Securities Purchase Agreement agreed to abide by customary non-disparagement provisions in connection with the parties’ relationship with the Company.

The Common Stock was retired upon repurchase. The accompanying condensed consolidated statement of equity for the period ended September 30, 2016 reflects the resultant respective reductions in common stock, additional paid-in capital, and retained earnings.

10.	Financing Arrangements

On April 1, 2015, the Company replaced its existing $7.0 million credit line with a senior secured revolving credit facility of $20.0 million (the “Revolving Credit Facility”). The Revolving Credit Facility includes a $500,000 sublimit for issuances of letters of credit. Under the Revolving Credit Facility, each of the Company and its wholly-owned operating subsidiaries may make borrowings. Borrowings under the Revolving Credit Facility bear interest (payable monthly) at an annual rate of one-month LIBOR plus a margin, which margin is based on a consolidated leverage ratio. At September 30, 2016, the annual interest rate on borrowings under the Revolving Credit Facility was LIBOR plus 1.50%. In addition, a commitment fee accrues with respect to the unused amount of the Revolving Credit Facility at an annual rate of 0.15%. Amounts applied to repay borrowings under the Revolving Credit Facility may be reborrowed, subject to the terms of the facility.

On July 15, 2016, the Company and its subsidiaries, Mountain Air Cargo, Inc., Global Ground Support, LLC, CSA Air, Inc., Global Aviation Services, LLC and Air T Global Leasing, LLC entered into a First Amendment dated as of July 15, 2016 (the “First Amendment”) with Branch Banking and Trust Company (“BB&T”) to amend the Credit Agreement (as amended, the “Credit Agreement”) governing the Revolving Credit Facility. The First Amendment modified the Credit Agreement to not require that Contrail Aviation Support, LLC and Delphax be joined as borrowers under the Credit Agreement, to permit the limited guaranty of certain indebtedness of Contrail Aviation Support, LLC, to revise certain covenants to address the treatment of Contrail Aviation Support, LLC and Delphax, and to effect conforming and other changes to defined terms. On August 9, 2016, the Company and such subsidiaries entered into a Second Amendment dated as of August 9, 2016 (the “Second Amendment”) with BB&T to further amend the Credit Agreement. The Second Amendment modified the Credit Agreement to increase the maximum amount available for borrowing under the Revolving Credit Facility from $20.0 million to $25.0 million, to extend the maturity of the Revolving Credit Facility from April 1, 2017 to April 1, 2018 and to adjust certain financial covenants.

Borrowings under the Revolving Credit Facility, together with hedging obligations, if any, owing to the lender under the Revolving Credit Facility or any affiliate of such lender, are secured by a first-priority security interest in substantially all assets of the Company and the other borrowers (including, without limitation, accounts receivable, equipment, inventory and other goods, intellectual property, contract rights and other general intangibles, cash, deposit accounts, equity interests in subsidiaries and joint ventures, investment property, documents and instruments, and proceeds of the foregoing), but excluding interests in real property. As discussed in Note 11, assets of Delphax can only be used to satisfy the obligations of Delphax. Furthermore, Delphax’s creditors do not have recourse to the assets of Air T, Inc. or its subsidiaries.

The Credit Agreement contains affirmative and negative covenants, including covenants that restrict the ability of the Company and the other borrowers to, among other things, incur or guarantee indebtedness, incur liens, dispose of assets, engage in mergers and consolidations, make acquisitions or other investments, make changes in the nature of their business, enter into certain operating leases, and make certain capital expenditures. The Credit Agreement also contains financial covenants, including a minimum consolidated tangible net worth of 18.0 million plus, on a cumulative basis and commencing with the fiscal year ending March 31, 2017, 50% of consolidated net income for the fiscal year then ended, a minimum consolidated fixed charge coverage ratio of 1.35 to 1.0, a maximum consolidated leverage ratio of 3.5 to 1.0, a minimum consolidated asset coverage ratio of 1.25 to 1.0 for the quarter ended June 30, 2016 and the quarter ending September 30, 2016, 1.50 to 1.0 for the quarters ending December 31, 2016 and March 31, 2017, and 1.75 to 1.0 thereafter, and a covenant limiting the aggregate amount of assets the Company and its subsidiaries lease, or hold for leasing, to others to no more than $5,000,000 at any time. The Company was not in compliance with the maximum consolidated leverage ratio covenant as of the September 30, 2016 measurement date. Furthermore, the Company currently estimates it is probable that it will not be in compliance with the maximum consolidated leverage ratio covenant as of the upcoming December 31, 2016 measurement date. BB&T has waived the September 30, 2016 violation and has also agreed to waive, based on projections provided by the Company, the violations which are forecast for December 31, 2016. The agreement governing the Credit Agreement contains events of default including, without limitation, nonpayment of principal, interest or other obligations, violation of covenants, misrepresentation, cross-default to other debt, bankruptcy and other insolvency events, judgments, certain ERISA events, certain changes of control of the Company, termination of, or modification to materially reduce the scope of the services required to be provided under, certain agreements with FedEx Corporation, and the occurrence of a material adverse effect upon the Company and the other borrowers as a whole.

As of September 30, 2016, the Company had outstanding borrowings under the Revolving Credit Facility of approximately $20.8 million. This balance is classified within long-term liabilities on the accompanying September 30, 2016 condensed consolidated balance sheet. No borrowings under the Revolving Credit Facility were outstanding at March 31, 2016.

As of September 30, 2016, Delphax, through its Canadian subsidiary, maintained a debt facility pursuant to the Senior Credit Agreement consisting of a $7.0 million revolving senior secured credit facility, subject to a borrowing base of North American accounts receivable and inventory. Because the Senior Credit Agreement prohibits the payment of cash dividends, the facility is not a source of liquidity to Air T, Inc. or any of its subsidiaries. Neither Air T nor any of its subsidiaries is a guarantor of Delphax’s obligations under the Senior Credit Agreement. The facility is secured by substantially all of Delphax’s North American assets, expires in November 2018, and is subject to certain financial covenants. The facility provides for interest based upon the prime rate plus a margin and an additional margin applicable during the pendency of a default (a total interest rate of 10.5%, including the default margin, as of September 30, 2016).

As of September 30, 2016, Delphax had aggregate borrowings of approximately $1.9 million (approximately $1.8 million at March 31, 2016) outstanding under the Senior Credit Agreement. As was the case at March 31, 2016, Delphax has advised that at September 30, 2016 it was not in compliance with financial covenants under the Senior Credit Agreement. Due to Delphax’s noncompliance with financial covenants, the lender has the contractual right to cease permitting borrowings under the Senior Credit Agreement and to declare all amounts outstanding due and payable immediately. On September 1, 2016, the lender gave Delphax notice of such default, applied the default interest margin, and communicated that it would be reducing the eligible inventory advance rate under the Senior Credit Agreement by 0.5% per week for each week commencing September 9, 2016. As of the date of this report, Delphax has not regained compliance with these financial covenants. The lender continues to allow Delphax access to the debt facility but has the current right to terminate such access and demand immediate repayment of the full outstanding balance.

In connection with and upon consummation of the Contrail acquisition, Contrail Aviation entered into a Credit Agreement (the “Contrail Credit Agreement”) with BMO Harris Bank N.A. The Contrail Credit Agreement provides for revolving credit borrowings by Contrail Aviation in an amount up to the lesser of $12,000,000 and a borrowing base. The borrowing base is computed monthly and is equal to the sum of 75% of the value of eligible inventory (up to a maximum of $9,000,000) and 80% of outstanding eligible accounts receivable. Borrowings under the Contrail Credit Agreement bear interest at a rate equal to one-month LIBOR plus 2.80%, and mature in January 2018.

The obligations of Contrail Aviation under the Contrail Credit Agreement are required to be guaranteed by each of its subsidiaries (if any), and are (and the guaranty obligations of any such subsidiary guarantors are required to be) secured by a first-priority security interest in substantially all of the assets of Contrail Aviation and any such subsidiary guarantors, as applicable (including, without limitation, accounts receivable, equipment, inventory and other goods, intellectual property, contract rights and other general intangibles, cash, deposit accounts, equity interests in subsidiaries and joint ventures, investment property, documents and instruments, real property, and proceeds of the foregoing). The obligations of Contrail Aviation under the Contrail Credit Agreement are also guaranteed by the Company, with such guaranty limited in amount to a maximum of $1,600,000, plus interest on such amount at the rate of interest in effect under the Contrail Credit Agreement, plus costs of collection (the “BMO Limited Guaranty”).

The Contrail Credit Agreement contains affirmative and negative covenants, including covenants that restrict the ability of Contrail Aviation and its subsidiaries to, among other things, incur or guarantee indebtedness, incur liens, dispose of assets, engage in mergers and consolidations, make acquisitions or other investments, make changes in the nature of its business, and engage in transactions with affiliates. The Contrail Credit Agreement also contains financial covenants applicable to Contrail Aviation and its subsidiaries, including a minimum debt service coverage ratio of 1.75 to 1.0, a maximum ratio of total liabilities to tangible net worth of 2.5 to 1.0, and a $10,000 limitation on annual operating lease payments.

The Contrail Credit Agreement contains events of default including, without limitation, nonpayment of principal, interest or other obligations, violation of covenants, misrepresentation, cross-default to other debt, bankruptcy and other insolvency events, judgments, certain ERISA events, actual or asserted invalidity of loan documentation, the failure of Mr. Kuhn to continue to serve as chief executive officer of Contrail Aviation, and the Company’s failure to own, legally and beneficially, at least 51% of the voting equity in Contrail Aviation.

At September 30, 2016, Contrail Aviation had no outstanding borrowings under the Contrail Credit Agreement and had a borrowing base that would have permitted borrowings of up to approximately $2.2 million.

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

11.	Variable Interest Entities

A variable interest entity ("VIE") is an entity that either (i) has insufficient equity to permit the entity to finance its activities without additional subordinated financial support, or (ii) has equity investors who lack the characteristics of a controlling financial interest. Under ASC 810 - Consolidation, an entity that holds a variable interest in a VIE and meets certain requirements would be considered to be the primary beneficiary of the VIE and required to consolidate the VIE in its consolidated financial statements. In order to be considered the primary beneficiary of a VIE, an entity must hold a variable interest in the VIE and have both:

●

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

●

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

As described in Note 2, the Company acquired Delphax Series B Preferred Stock, loaned funds to Delphax, and acquired the Warrant. In accordance with ASC 810, the Company evaluated whether Delphax was a VIE as of November 24, 2015. Based principally on the fact that the Company granted Delphax subordinated financial support, the Company determined that Delphax was a VIE on that date. Therefore, it was necessary for the Company to assess whether it held any “variable interests”, as defined in ASC 810, in Delphax. The Company concluded that its investments in Delphax’s equity and debt, and its investment in the Warrant, each constituted a variable interest. Based on its determination that it held variable interests in a VIE, the Company was required to assess whether it was Delphax’s “primary beneficiary”, as defined in ASC 810.

After considering all relevant facts and circumstances, the Company concluded that it became the primary beneficiary of Delphax on November 24, 2015. While various factors informed the Company’s determination, particular weight was given to the Company’s current representation on Delphax’s board of directors and the provision which grants the Company control of such board beginning June 1, 2016. Since the Company became Delphax’s primary beneficiary on November 24, 2015, the Company consolidated Delphax in its consolidated financial statements beginning on that date.

Refer to Note 2 for the provisional fair value of the assets and liabilities of Delphax on the acquisition date.

The following table sets forth the carrying values of Delphax’s assets and liabilities as of September 30, 2016 and March 31, 2016:

	September 30, 2016			March 31, 2016
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	166,593		$	249,528
Accounts receivable, net		1,384,514			1,433,494
Inventories		2,474,463			4,642,298
Other current assets		444,868			1,034,067
Total current assets		4,470,438			7,359,387
Property and equipment		20,553			625,684
Intangible assets		-			1,109,112
Goodwill		-			275,408
Other Assets		-			26,020
Total assets	$	4,490,991		$	9,395,611

LIABILITIES
Current liabilities:
Accounts payable	$	2,563,403		$	1,684,802
Income tax payable		11,312			11,312
Accrued expenses		3,867,376			1,926,340
Short-term debt		1,815,185			1,859,300
Total current liabilities		8,257,276			5,481,754
Long-term debt		2,689,619			2,581,107
Other long-term liabilities		-			606,358
Total liabilities	$	10,946,895		$	8,669,219


Net Assets	$	(6,455,904	)	$	726,392

Long-term debt as reflected in the above table includes approximately $190,000 and $76,000 as of September 30, 2016 and March 31, 2016, respectively, of accrued interest, due to the Company from Delphax Canada under the Senior Subordinated Note. This debt and accrued interest was eliminated for purposes of the Company’s accompanying September 30, 2016 and March 31, 2016 consolidated balance sheets.

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

Revenue and Expenses of Delphax. Delphax’s revenues and expenses are included in the Company’s consolidated financial statements beginning November 24, 2015. Revenues and expenses prior to the date of initial consolidation are excluded. The following table sets forth the revenue and expenses of Delphax, prior to intercompany eliminations, that are included in the Company’s condensed consolidated statement of income (loss) for the six months ended September 30, 2016.

	For the Six Months Ended September 30, 2016
	(Unaudited)

Operating Revenues	$	4,958,826

Operating Expenses:
Cost of sales		7,723,898
General and administrative		1,704,852
Research and development		750,882
Depreciation, amortization and impairment		1,726,404
		11,906,036
Operating Loss		(6,947,210	)

Non-operating Loss		(45,147	)

Loss Before Income Taxes		(6,992,357	)

Income Taxes		-

Net Loss	$	(6,992,357	)

As disclosed in the Company’s Form 10-Q for the quarter ended June 30, 2016, Delphax was informed by its largest customer that the customer had decided to accelerate its plans for removing Delphax legacy printing systems from production and that Delphax should, as a consequence, expect the future volume of legacy product orders from the customer to decline markedly from prior forecasts. Furthermore, the future timeframe over which orders could be expected from this customer was being sharply curtailed. In addition to this specific customer communication, Delphax also experienced a broad-based decline in legacy product customer demand during the first quarter. Sales of Delphax’s new élan printer system also had not materialized to expectations.

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

Based on consideration of all currently available relevant information, including the assessment of the outside advisory firm and in light of its expected lack of profitability and current debt load, Delphax anticipates cooperating with senior and subordinated secured lenders to permit such lenders to initiate a formal receivership filing to commence an operating liquidation of Delphax Canada, Delphax’s primary, and sole manufacturing, subsidiary. Under the terms of the subordination agreement between the Company and the senior lender under the Senior Credit Agreement, until all indebtedness under the Senior Credit Agreement has been paid in full, the Company is restricted from initiating such a process. Such a process, if in fact commenced, would likely commence during the fourth quarter of calendar 2016 or the first quarter of calendar 2017 and play out over a period of approximately 90 days, though such periods could be materially longer under certain circumstances.

The adverse business developments during the quarter ended June 30, 2016 and the significantly deteriorated outlook for future orders of legacy and élan product caused the Company to reevaluate the recoverability of Delphax’s assets, both tangible and intangible. Based on this reevaluation, which involved material estimation and subjectivity (including with respect to the recovery on assets in an operating liquidation), the Company concluded that a significant increase to inventory reserves was necessary. In addition, the Company concluded that Delphax related intangible assets, both amortizable assets and goodwill, should be fully impaired. The Company also recorded a partial impairment of Delphax related long-lived tangible assets. Furthermore, there was an assessment regarding whether, at June 30, 2016, future severance actions under existing Delphax employee benefit plans were both probable and estimable. This assessment led to the Company establishing an estimated accrual for future severance actions. The effects of these various adjustments, which aggregated to approximately $5,610,000, are reflected in the operating results of Delphax for the quarter ended June 30, 2016 and the six months ended September 30, 2016. There were no significant adjustments to inventory and severance reserves during the quarter ended September 30, 2016.

Intangible assets of Delphax had a net book value of approximately $1.4 million as of March 31, 2016. During the quarter ended June 30, 2016, the Company recognized an impairment charge which resulted in the remaining net book of Delphax intangible assets being fully written off. There was no change in Delphax intangible assets during the quarter ended September 30, 2016.

The following presents information on Delphax’s intangible assets and goodwill at September 30, 2016 and March 31, 2016:

	September 30, 2016			March 31, 2016
	(Unaudited)
Tradenames	$	120,000		$	120,000
Patents		1,090,000			1,090,000
Goodwill		375,000			375,000
		1,585,000			1,585,000
Less accumulated amortization and impairment		(1,585,000	)		(200,480	)
Intangible assets and goodwill, net	$	-		$	1,384,520

12.	Geographical information

Total property and equipment, net of accumulated depreciation, is located as follows as of September 30, 2016 and March 31, 2016:

Property and equipment, net

	September 30, 2016		March 31, 2016
	(Unaudited)
United States, the Company’s country of domicile	$	4,899,166	$	4,240,050
Foreign		605		337,724
Total property and equipment, net	$	4,899,771	$	4,577,774

Total revenue, based on customer location, is summarized in the following table for the six-month periods ended September 30, 2016 and September 30, 2015:

Revenue per geography

	September 30, 2016		September 30, 2015
	(Unaudited)		(Unaudited)
United States, the Company’s country of domicile	$	64,393,507	$	63,831,135
Foreign		4,622,736		3,181,314
Total revenue	$	69,016,243	$	67,012,449

13.	Segment Information

At September 30, 2016, the Company had six business segments. The overnight air cargo segment, comprised of the Company’s Mountain Air Cargo, Inc. (“MAC”) and CSA Air, Inc. (“CSA”) subsidiaries, operates in the air express delivery services industry. The ground equipment sales segment, comprised of the Company’s Global Ground Support, LLC (“GGS”) subsidiary, manufactures and provides mobile deicers and other specialized equipment products to passenger and cargo airlines, airports, the U.S. military and industrial customers. The ground support services segment, comprised of the Company’s Global Aviation Services, LLC (“GAS”) subsidiary, provides ground support equipment maintenance and facilities maintenance services to domestic airlines and aviation service providers. The printing equipment and maintenance segment is comprised of Delphax and its subsidiaries, which was consolidated for financial accounting purposes beginning November 24, 2015. Delphax designs, manufactures and sells advanced digital print production equipment, maintenance contracts, spare parts, supplies and consumable items for these systems. The equipment is sold through Delphax and its subsidiaries located in Canada, the United Kingdom and France. A significant portion of Delphax’s net sales is related to service and support provided after the sale. Delphax has a significant presence in the check production marketplace in North America, Europe, Latin America, Asia and the Middle East. See Note 11 for a discussion of recent market and business developments impacting Delphax. The Company’s leasing segment, comprised of the Company’s Air T Global Leasing, LLC subsidiary (“ATGL”), provides funding for equipment leasing transactions, which includes transactions for the leasing of equipment manufactured by GGS and Delphax and transactions initiated by third parties unrelated to equipment manufactured by the Company or any of its subsidiaries. ATGL commenced operations during the quarter ended December 31, 2015. The commercial jet engines segment, comprised of Contrail Aviation, engages in the business of acquiring surplus commercial jet engines and components and supplying surplus and aftermarket commercial jet engine components. The segment commenced operations in July 2016 in connection with Contrail Aviation’s acquisition of substantially all of the assets of Contrail Aviation Support, Inc.

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. In March 2014, the Company formed Space Age Insurance Company (“SAIC”), a captive insurance company licensed in Utah, and initially capitalized with $250,000. SAIC insures risks of the Company and its subsidiaries that were not previously insured by the Company’s insurance programs and underwrites third-party risk through certain reinsurance arrangements. Beginning with the fourth quarter of fiscal year 2016, premiums paid to SAIC by the Company are allocated among the operating segments based on segment revenue and certain identified corporate expenses was allocated to the segments based on the relative benefit of those expenses to each segment. Amounts previously presented for the quarter and six months ended September 30, 2015 have been reclassified to conform to the current period allocation of these expenses.

Segment data is summarized as follows:

	Three Months Ended September 30,						Six Months Ended September 30,
	2016			2015			2016			2015
Operating Revenues:
Overnight Air Cargo	$	17,151,214		$	17,385,753		$	33,788,379		$	30,274,943
Ground Equipment Sales:
Domestic		10,305,102			20,163,034			15,691,171			22,141,063
International		783,775			1,120,106			2,068,394			3,181,314
Total Ground Equipment Sales		11,088,877			21,283,140			17,759,565			25,322,377
Ground Support Services		7,038,151			5,985,036			13,838,193			11,415,129
Printing Equipment and Maintenance:
Domestic		1,016,697			-			3,249,403			-
International		732,041			-			1,709,423			-
Total Printing Equipment and Maintenance		1,748,738			-			4,958,826			-
Commercial Jet Engines:
Domestic		450,188			-			450,188			-
International		844,919			-			844,919			-
Total Commercial Jet Engines		1,295,107			-			1,295,107			-
Leasing		221,745			-			463,515			-
Corporate		281,926			265,838			563,852			531,047
Intercompany		(302,768	)		(265,838	)		(3,651,194	)		(531,047	)
Total	$	38,522,990		$	44,653,929		$	69,016,243		$	67,012,449

Operating Income (Loss):
Overnight Air Cargo	$	440,804		$	1,479,205		$	1,419,981		$	1,384,762
Ground Equipment Sales		1,243,037			4,363,084			1,585,357			3,843,913
Ground Support Services		(240,717	)		(270,737	)		(350,769	)		(606,193	)
Printing Equipment and Maintenance		(11,851	)		-			(6,947,210	)		-
Commercial Jet Engines		42,806			-			42,806			-
Leasing		72,157			-			179,415			-
Corporate		(531,696	)		(66,901	)		(1,463,533	)		(166,931	)
Intercompany		7,199			-			(517,790	)		-
Total	$	1,021,739		$	5,504,651		$	(6,051,743	)	$	4,455,551

Capital Expenditures:
Overnight Air Cargo	$	36,040		$	51,664		$	36,040		$	75,989
Ground Equipment Sales		-			92,969			19,596			218,739
Ground Support Services		110,728			139,371			212,139			208,772
Printing Equipment and Maintenance		-			-			9,927			-
Commercial Jet Engines		-			-			-			-
Corporate		244,703			9,933			633,338			9,933
Leasing		-			-			3,066,500			-