MAIDEN, N.C., July 24, 2017 /PRNewswire/ -- Air T, Inc.
(Air T) (NASDAQ: AIRT) announced today that it has received an
anticipated letter from the Listing Qualifications Department of
The NASDAQ Stock Market ("NASDAQ") notifying the Company of its
noncompliance with NASDAQ Listing Rule 5250(c)(1) because the
Company has not yet filed its Annual Report on Form 10-K for the
year ended March 31, 2017 ("Form 10-K").
Under the NASDAQ Listing Rules, the Company has 60 days from the
receipt of the letter to submit a plan to NASDAQ as to how it plans
to regain compliance with NASDAQ's continued listing
requirements. The Company intends to submit a compliance plan
on or prior to that date. If NASDAQ accepts the Company's plan,
NASDAQ may grant an exception of up to 180 calendar days from the
Form 10-K's due date, or up to January 10,
2018, to regain compliance. The Company may regain
compliance at any time during this 180-day period upon filing with
the SEC its Form 10-K, as well as all subsequent required periodic
financial reports that are due within that period. If NASDAQ
does not accept the Company's plan, the Company will have the
opportunity to appeal that decision to a NASDAQ Hearing Panel
before any delisting occurs.
The Company intends to regain compliance with NASDAQ's filing
requirements, and will file the Form 10‑K, as soon as
practicable.
The NASDAQ notification of noncompliance has no immediate effect
on the listing of Air T's common stock on the NASDAQ Stock
Market.
On June 30, 2017, the Company
filed a Form 12b-25 Notification of Late Filing with the Securities
and Exchange Commission (the "SEC") regarding its delayed Form
10-K. At that time, the Company expected that it would be
able to file the Form 10-K within the 15-day extension period
provided by Form 12b-25. The Company subsequently determined
that it would be unable to do so, as the Company required
additional time to fully consider appropriate attribution and
purchase accounting treatment for its acquisition of certain equity
interests in Delphax Technologies Inc. ("Delphax") in November of
2015.
Since its November 2015
acquisition of equity interests in Delphax, the Company's
consolidated financial statements have reflected the attribution of
38 percent of Delphax's net losses to Air T, Inc. stockholders and
62 percent of such losses to the holders of non-controlling
interests of Delphax. The 38 percent reflects the Company's
effective ownership percentage in Delphax common stock based on its
ownership of convertible Series B Preferred Stock of Delphax. A
provision of the Stock Purchase Warrant ("Warrant") issued by
Delphax to the Company in November
2015 entitles the Company to receive dividend-equivalent
payments in the event of any Delphax equity distributions as though
the Company had already exercised the Warrant. This provision was
structured to protect Air T, Inc. against dilution in its Warrant
rights in the event of any unanticipated equity distribution by
Delphax. Because this provision would entitle Air T, Inc. to a
possible payment greater than the 38 percent share of the
distribution attributable to its ownership of the Delphax Series B
Preferred Stock, the Company is currently reassessing whether this
provision should have had any impact on the attribution of Delphax
losses between Air T, Inc. and the non-controlling Delphax interest
holders. Should the Company's reassessment result in a change to
the attribution approach, a larger share of Delphax historical
losses would be attributed to Air T, Inc. stockholders for
financial reporting purposes. Likewise a larger share of future
Delphax income or losses would be attributed to Air T, Inc.
stockholders. However, such changed attribution would have no
impact on the Company's historical reported or future consolidated
net income (loss) or consolidated cash flows from operating,
investing or financing activities.
The Company is also reviewing the impact of the above-mentioned
Warrant on purchase accounting for its acquisition of interests in
Delphax. The resolution of this matter is not anticipated to have
any impact on our historical reported or future consolidated cash
flows.
About Air T, Inc.
Established in 1980, Air T, Inc. is a diversified holding
company with four core industry segments: overnight air cargo,
aviation ground support equipment manufacturing, aviation ground
support maintenance services, and commercial jet engines and parts.
Our ownership interests consist of a broad set of operating and
financial assets that are designed to expand, strengthen and
diversify Air T's cash earnings power. Our goal is to build
on Air T's core businesses, to expand into adjacent industries, and
when appropriate, to acquire companies that we believe fit into the
Air T family. For more information, visit www.airt.net.
Cautionary Note Regarding Forward-looking Statements
This press release contains statements that constitute
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These
forward-looking statements include, but are not limited to, plans,
objectives, expectations and intentions and other statements
contained in this press release that are not historical facts and
statements identified by words such as "expects," "anticipates,"
"intends," "plans," "believes," "seeks," "estimates," "outlook" or
words of similar meetings. These statements are based
upon our current expectations, beliefs and various assumptions, and
speak only as of the date hereof. There can be no assurance
that we will realize these expectations or that these beliefs will
prove correct. Examples of forward-looking statements
include, but are not limited to, statements we make regarding the
timing of the filing of the Form 10-K. Numerous factors, many
of which are beyond our control, could cause actual results to
differ materially from those expressed as forward looking
statements. These factors include, but are not limited to,
unanticipated delays or other events that could prevent Air T from
completing the filing of its Form 10-K within the expected time
period, contracts with major customers will be terminated or not
extended, future economic conditions and their impact on the
Company's customers; the Company's ability to recover on its
investments, including its investments in Delphax Technologies,
Inc.; the timing and amounts of future orders under the Company's
Global Ground Support subsidiary's contract with the United States
Air Force; inflation rates; competition; changes in technology or
government regulation; information technology disruptions; the
impact of future terrorist activities in the United States and abroad; and other
factors that are described in the "Risk Factors" section in the
Company's Annual Report on Form 10-K filed with the SEC on
June 29, 2016 and in the Company's
other filings with the SEC, which are available on the SEC's
website at www.sec.gov. A forward-looking statement is
neither a prediction nor a guarantee of future events or
circumstances, and those future events or circumstances may not
occur. The Company is under no obligation, and it expressly
disclaims any obligation, to update or alter any forward-looking
statements, whether as a result of new information, future events
or circumstances or other factors arising or coming to our
attention after the date hereof.
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SOURCE Air T, Inc.