NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
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1.
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Financial Statement Presentation
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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.
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, 2019
. The results of operations for the period ended
June 30, 2019
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.
Recently
Adopted
Accounting Pronouncements
In February 2016, the FASB issued
ASU 2016-02, Leases (Topic 842)
as amended by multiple standards updates. The new standard provides that a lessee should recognize the assets and the liabilities that arise from leases, including operating leases. Under the new requirements, a lessee will recognize in the statement of financial position a liability to make lease payments (the lease liability) and the right-of-use asset representing the right to the underlying asset for the lease term. For leases with a term of twelve months or less, the lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities.
The standard is effective for fiscal years beginning after December 15, 2018, including interim periods within such fiscal year, with early adoption permitted. Topic 842 permits two transition methods: (1) a modified retrospective transition method requiring retrospective adjustment of each comparative presented with an adjusting entry at the beginning of the earliest comparative period presented and (2) a modified retrospective approach with no restatement of prior periods and an adjusting entry as of the effective date. Under both transition methods, entities may elect certain transition practical expedients that would be required to be applied to all leases.
The Company adopted the standard in the fiscal year beginning April 1, 2019 using the modified retrospective transition method that does not require retrospective adjustment of the comparative periods. The Company reviewed existing leases to determine the impact of the adoption of the standard on its consolidated financial statements. Implementation had an immaterial cumulative effect on retained earnings. Adoption resulted in the recognition of right-of-use assets of approximately
$10.7 million
, and lease liabilities of approximately
$11.2 million
.
Upon adoption, the Company elected practical expedients related to a) short term lease exemption b) not separate lease and non-lease components c) not reassess whether expired or existing contracts contain leases, d) not reassess lease classification for existing or expired leases and e) not consider whether previously capitalized initial direct costs would be appropriate under the new standard.
Recently Issued Accounting Pronouncements
In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on
Financial Instruments
. This standard significantly changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income, including trade receivables. The standard requires an entity to estimate its lifetime “expected credit loss” for such assets at inception, and record an allowance that, when deducted from the amortized cost basis of the financial asset, presents the net amount expected to be collected on the financial asset. For public business entities that are U.S. Securities and Exchange Commission (SEC) filers, the amendments in this update are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted for annual periods beginning after December 15, 2018, and interim periods therein. The Company expects the adoption of the standard will not have a material impact on its consolidated financial statements and disclosures.
In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill
Impairment
. This ASU simplifies how an entity is required to test goodwill for impairment by eliminating Step Two from the goodwill impairment test. Step Two measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. Under this standard, an entity will recognize an impairment charge for the amount by which the carrying value of a reporting unit exceeds its fair value. The standard is effective for any interim goodwill impairment tests in fiscal years beginning after December 15, 2019 and is to be applied prospectively. Early adoption is permitted for interim or annual goodwill impairment
tests performed on testing dates after January 1, 2017. The Company expects the adoption of the standard will not have a material impact on its consolidated financial statements and disclosures.
In August 2018, the FASB amended the Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure
Requirements for Fair Value Measurement Topic
of the Accounting Standards Codification. The amendment is effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The amendment includes different transition requirements based on the disclosure topic. Changes to disclosure requirements for unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other required disclosure changes should be applied retrospectively to all periods presented upon their effective date. Early adoption is permitted upon issuance of this update. An entity is permitted to early adopt any removed or modified disclosures upon issuance of the update and delay adoption of the additional disclosures until their effective date. The Company expects the adoption of the standard will not have a material impact on its consolidated financial statements and disclosures.
In August 2018, the FASB amended the Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s
Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract Topic
of the Accounting Standards Codification. The amendment is effective for public business entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. For all other entities, the amendments in this update are effective for annual reporting periods beginning after December 15, 2020, and interim periods within annual periods beginning after December 15, 2021. Early adoption of the amendments in the update is permitted, including adoption in any interim period, for all entities. The amendments in the update should be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. The Company expects the adoption of the standard will not have a material impact on its consolidated financial statements and disclosures.
In October 2018, the FASB updated the Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable
Interest Entities
of the Accounting Standards Codification. The amendments in this update affect reporting entities that are required to
determine whether they should consolidate a legal entity under the guidance within the Variable Interest Entities Subsections of Subtopic 810-10, Consolidation—Overall. Indirect interests held through related parties in common control arrangements should be considered on a proportional basis for determining whether fees paid to decision makers and service providers are variable interests. The amendments in this update are effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The Company expects the adoption of the standard will not have a material impact on its consolidated financial statements and disclosures.
Substantially all of the Company’s revenue is derived from contracts with an initial expected duration of one year or less, as a result, the Company has applied the practical expedient to exclude consideration of significant financing components from the determination of transaction price, to expense costs incurred to obtain a contract, and to not disclose the value of unsatisfied performance obligations.
The following is a description of the Company’s performance obligations:
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Type of Revenue
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Nature, Timing of Satisfaction of Performance Obligations, and Significant Payment Terms
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Product Sales
|
The Company generates revenue from sales of various distinct products such as parts, aircraft equipment, printing equipment, jet engines, airframes, and scrap metal to its customers. A performance obligation is created when the Company accepts an order from a customer to provide a specified product. Each product ordered by a customer represents a performance obligation.
The Company recognizes revenue when obligations under the terms of the contract are satisfied; generally, this occurs at a point-in-time upon shipment or when control is transferred to the customer. Transaction prices are based on contracted terms, which are at fixed amounts based on standalone selling prices. While the majority of the Company's contracts do not have variable consideration, for the limited number of contracts that do, the Company records revenue based on the standalone selling price less an estimate of variable consideration (such as rebates, discounts or prompt payment discounts). The Company estimates these amounts based on the expected incentive amount to be provided to customers and reduces revenue accordingly. Performance obligations are short-term in nature and customers are typically billed upon transfer of control. The Company records all shipping and handling fees billed to customers as revenue.
The terms and conditions of the customer purchase orders or contracts are dictated by either the Company’s standard terms and conditions or by a master service agreement or by the contract.
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Support Services
|
The Company provides a variety of support services such as aircraft maintenance, printer maintenance, and short-term repair services to its customers. Additionally, the Company operates certain aircraft routes on behalf of FedEx. A performance obligation is created when the Company agrees to provide a particular service to a customer. For each service, the Company recognizes revenues over time as the customer simultaneously receives the benefits provided by the Company's performance. This revenue recognition can vary from when the Company has a right to invoice to the output or input method depending on the structure of the contract and management’s analysis.
For repair-type services, the Company records revenue over-time based on an input method of costs incurred to total estimated costs. The Company believes this is appropriate as the Company is enhancing an asset that the customer controls as repair work, such as labor hours are incurred, and parts installed, is being performed. The vast majority of repair-services are short term in nature and are typically billed upon completion of the service.
Some of the Company’s contracts contain a promise to stand ready as the Company is obligated to perform certain maintenance or administrative services. For most of these contracts, the Company applies the 'as invoiced' practical expedient as the Company has a right to consideration from the customer in an amount that corresponds directly with the value of the entity's performance completed to date. A small number of contracts are accounted for as a series and recognized equal to the amount of consideration the Company is entitled to less an estimate of variable consideration (typically rebates). These services are typically ongoing and are generally billed on a monthly basis.
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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:
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Three Months Ended
June 30, 2019
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|
Three Months Ended
June 30, 2018
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Product Sales
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Air cargo
|
$
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5,414,377
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|
|
$
|
5,519,611
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|
Ground equipment sales
|
12,002,366
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6,169,103
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|
Ground support services
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2,266,859
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2,422,581
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|
Commercial jet engines and parts
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11,170,632
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25,029,114
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Printing equipment and maintenance
|
48,440
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286,642
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Corporate and other
|
—
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|
|
—
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Support Services
|
|
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Air cargo
|
12,894,182
|
|
|
12,096,874
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|
Ground equipment sales
|
104,545
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|
|
100,592
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|
Ground support services
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6,213,354
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|
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6,605,265
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Commercial jet engines and parts
|
1,410,027
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|
|
965,826
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|
Printing equipment and maintenance
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10,745
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|
|
7,658
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Corporate and other
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40,552
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|
|
—
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|
Leasing Revenue
|
|
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Air cargo
|
—
|
|
|
—
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Ground equipment sales
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20,357
|
|
|
31,002
|
|
Ground support services
|
—
|
|
|
—
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|
Commercial jet engines and parts
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3,714,048
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|
|
1,201,510
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|
Printing equipment and maintenance
|
—
|
|
|
—
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|
Corporate and other
|
45,418
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|
|
40,067
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Other
|
|
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Air cargo
|
11,123
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|
|
24,174
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|
Ground equipment sales
|
121,623
|
|
|
84,084
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|
Ground support services
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36,588
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|
|
19,795
|
|
Commercial jet engines and parts
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32,197
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|
|
123,724
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|
Printing equipment and maintenance
|
5,085
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|
|
4,523
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|
Corporate and other
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142,017
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135,324
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|
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Total
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$
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55,704,535
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$
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60,867,469
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The following table summarizes total revenues by segment:
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Three Months Ended
June 30, 2019
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Three Months Ended
June 30, 2018
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Air cargo
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$
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18,319,682
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|
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$
|
17,640,658
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Ground equipment sales
|
12,248,891
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|
|
6,384,781
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Ground support services
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8,516,800
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9,047,640
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Commercial jet engines and parts
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16,326,905
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27,320,175
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Printing equipment and maintenance
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64,270
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|
|
298,823
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|
Corporate and other
|
227,987
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|
|
175,392
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|
|
|
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Total
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$
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55,704,535
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|
|
$
|
60,867,469
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|
See Note 15 for the Company's disaggregated revenues by geographic region and Note 16 for the Company’s disaggregated revenues by segment. These notes disaggregate revenue recognized from contracts with customers into categories that depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors.
Contract Balances and Costs
Contract liabilities relate to deferred income and advanced customer deposits with respect to product sales. The following table presents outstanding contract liabilities and the amount of outstanding April 1, 2019 contract liabilities that were recognized as revenue during the quarter
June 30, 2019
:
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Outstanding contract liabilities
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|
Outstanding contract liabilities as of April 1, 2019
Recognized as Revenue
|
As of June 30, 2019
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$
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8,393,700
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As of April 1, 2019
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$
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1,866,843
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|
|
|
For the quarter ended June 30, 2019
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$
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447,341
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Contract assets primarily relate to deposits paid to customers. The following table presents the amount of contract assets as of April 1, 2019 and June 30, 2019:
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Contract assets
|
As of June 30, 2019
|
$
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4,621,096
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|
As of April 1, 2019
|
$
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1,743,460
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|
Acquisition of Worthington Aviation Parts, Inc.
On May 4, 2018, Air T, Inc. completed the acquisition (the “Transaction”) of substantially all of the assets and assumed certain liabilities of Worthington Aviation Parts, Inc. (“Worthington”), pursuant to the Asset Purchase Agreement (the “Purchase Agreement”), dated as of April 6, 2018, by and among the Company, Worthington, and Churchill Industries, Inc., as guarantor of Worthington’s obligations as disclosed in the Purchase Agreement.
Worthington is primarily engaged in the business of operating, distributing and selling airplane and aviation parts along with repair services. The Company agreed to acquire the assets and liabilities in exchange for payment to Worthington of
$50,000
as earnest money upon execution of the Agreement and a cash payment of
$3,300,000
upon closing. Total consideration is summarized in the table below:
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Earnest money
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$
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50,000
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Cash consideration
|
3,300,000
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Cash acquired
|
(24,301
|
)
|
Total consideration
|
$
|
3,325,699
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|
The Transaction was accounted for as a business combination in accordance with ASC Topic 805 "Business Combinations." Assets acquired and liabilities assumed were recorded in the accompanying consolidated balance sheet at their estimated fair values as of May 4, 2018, with the excess of fair value of net assets acquired recorded as a bargain purchase gain. The most significant asset acquired was Worthington’s inventory. The following table outlines the consideration transferred and purchase price allocation at the respective estimated fair values as of May 4, 2018:
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May 4, 2018
|
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ASSETS
|
|
Accounts receivable
|
$
|
1,929,120
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|
Inventories
|
4,564,437
|
|
Other current assets
|
149,792
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|
Property and equipment
|
391,892
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|
Other assets
|
189,607
|
|
Intangible assets - tradename
|
138,000
|
|
Total assets
|
7,362,848
|
|
|
|
LIABILITIES
|
|
Accounts payable
|
1,289,150
|
|
Accrued expenses
|
175,222
|
|
Deferred tax liability
|
589,000
|
|
Total liabilities
|
2,053,372
|
|
|
|
|
|
Net assets acquired
|
$
|
5,309,476
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|
|
|
Consideration paid
|
$
|
3,350,000
|
|
Less: Cash acquired
|
(24,301
|
)
|
Bargain purchase gain
|
$
|
1,983,777
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|
The transaction resulted in a bargain purchase gain because Worthington was a non-marketed transaction and in financial distress at the time of the acquisition. The seller engaged in a formal bidding process and determined Air T was the best option for Worthington. The tax impact related to the bargain purchase gain was to record a deferred tax liability and record tax expense against the bargain purchase gain of approximately
$589,000
. The resulting net bargain purchase gain after taxes was approximately
$1,983,000
. Total transaction costs incurred in connection with this acquisition were approximately
$83,000
.
Pro forma financial information is not presented as the results are not material to the Company’s consolidated financial statements.
The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the statement of financial position that sum to the total of the same such amounts shown in the Consolidated Statement of Cash Flows:
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|
|
|
|
|
|
|
June 30, 2019
|
|
March 31, 2019
|
Cash and cash equivalents
|
$
|
16,196,626
|
|
|
$
|
12,524,321
|
|
Restricted cash
|
68,979
|
|
|
123,409
|
|
Total cash, cash equivalents and restricted cash shown in the statement of cash flows
|
$
|
16,265,605
|
|
|
$
|
12,647,730
|
|
|
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5.
|
Cash Surrender Value of Life Insurance
|
The Company is the beneficiary of corporate-owned life insurance policies on certain former employees with a net cash surrender value of approximately
$101,259
and
$122,062
at
June 30, 2019
and
March 31, 2019
, respectively.
6.
Income Taxes
During the
three months ended June 30, 2019
, the Company recorded $
324,000
in income tax benefit at an effective rate of
(8.46)%
. 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%
and the Company's effective tax rate for the
three months ended June 30, 2019
were the change in valuation allowance related to Delphax, the estimated benefit for the exclusion of income for the Company's captive insurance company subsidiary under Section 831(b), the liquidation of Delphax UK and Delphax Canada as mentioned in Footnote 13 and the exclusion from the tax provision of the minority owned portion of the pretax income of Contrail Aviation Support, LLC.
During the
three months ended June 30, 2018
, the Company recorded $
387,000
in income tax expense which resulted in an effective tax rate of
10.50%
. The primary factors contributing to the difference between the federal statutory rate and the Company's effective tax rate for the
three months ended June 30, 2018
were related to the estimated benefit for the exclusion of income for the Company's captive insurance company subsidiary afforded under Section 831(b) and the presentation of the tax impact of the Worthington bargain purchase gain and state income tax expense.
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|
7.
|
Net Earnings Per Share
|
Basic earnings per share has been calculated by dividing net income (loss) attributable to Air T, Inc. stockholders by the weighted average number of common shares outstanding during each period. For purposes of calculating diluted earnings per share, shares issuable under stock options were considered potential common shares and were included in the weighted average common shares unless they were anti-dilutive. The computation of basic and diluted earnings per common share is as follows:
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|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
2019
|
|
2018
|
Net Income Attributable to Air T, Inc. Stockholders
|
$
|
1,782,352
|
|
|
$
|
2,828,694
|
|
Income Per Share:
|
|
|
|
Basic
|
$
|
0.79
|
|
|
$
|
0.92
|
|
Diluted
|
$
|
0.79
|
|
|
$
|
0.92
|
|
Weighted Average Shares Outstanding:
|
|
|
|
Basic
|
2,252,698
|
|
|
3,065,411
|
|
Diluted
|
2,256,868
|
|
|
3,074,547
|
|
On June 10, 2019, the Company effected a
three
-for-two stock split of its common stock in the form of a
50%
stock dividend to shareholders of record as of June 4, 2019. All share and earnings per share information have been retroactively adjusted to reflect the stock split and the incremental par value of the newly-issued shares was recorded with the offset to additional paid-in capital.
With respect to our June 30, 2019 Quarterly Report on Form 10-Q, the effect of the stock split was recognized retroactively in the stockholders’ equity accounts in the Condensed Consolidated Balance Sheets, and in all share data in the Condensed Consolidated Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations. With respect to our March 31, 2019 Annual Report on Form 10-K, the effect of the stock split on per share amounts and weighted average common shares outstanding for each of the two fiscal years ended March 31, 2019 and March 31, 2018 are as follows:
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|
|
|
|
|
|
|
|
|
|
|
Fiscal year ended
|
|
|
2019
|
|
2018
|
Net Income Attributable to Air T, Inc. Shareholders
|
|
1,339,995
|
|
|
2,277,109
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average common shares outstanding
|
|
|
|
|
Basic
|
|
3,052,124
|
|
|
3,064,209
|
|
|
|
|
|
|
Diluted
|
|
3,059,838
|
|
|
3,071,528
|
|
|
|
|
|
|
Basic earnings per common share
|
|
$
|
0.44
|
|
|
$
|
0.74
|
|
|
|
|
|
|
Diluted earnings per common share
|
|
$
|
0.44
|
|
|
$
|
0.74
|
|
|
|
8.
|
Investments in Securities
|
As of
June 30, 2019
, the Company had a gross unrealized gain aggregating to
$319,000
and gross unrealized losses aggregating to
$268,000
, which are included in the Consolidated Statement of Income.
All investments in marketable securities are priced using publicly quoted market prices and are considered Level 1 fair value measurements.
|
|
9
.
|
Equity Method Investments
|
The Company’s investment in Insignia Systems, Inc. (“Insignia”) is accounted for under the equity method of accounting. The Company has elected a three-month lag upon adoption of the equity method. At
June 30, 2019
, the Company held approximately
3.5 million
shares of Insignia’s common stock representing approximately
30%
of the outstanding shares. For the quarter ended
June 30, 2019
, the Company recorded approximately
$322,000
as its share of Insignia’s net loss for the
three months ended March 31, 2019
along with a basis difference adjustment of approximately
$24,000
. In addition, due to the adverse financial results as reported in Insignia's Form 10Q for the quarter ended March 31, 2019, the Company determined that it has suffered from an other-than-temporary impairment in its investment in Insignia . As such, the Company recorded an impairment charge of $
814,558
during the quarter ended
June 30, 2019
. After the impairment, the Company's net investment basis in Insignia is $
4,001,106
as of
June 30, 2019
.
Summarized unaudited financial information for Insignia for the
three months ended March 31, 2019
and
March 31, 2018
is as follows:
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|
|
|
|
|
|
|
|
|
Three
Months Ended
March 31, 2019
|
|
Three
Months Ended
March 31, 2018
|
Revenue
|
$
|
5,140,000
|
|
|
$
|
7,419,000
|
|
Gross Profit
|
774,000
|
|
|
2,746,000
|
|
Operating income (loss)
|
(1,337,000
|
)
|
|
232,000
|
|
Net income (loss)
|
(1,096,000
|
)
|
|
164,000
|
|
Net income (loss) attributable to Air T, Inc. stockholders
|
$
|
(322,000
|
)
|
|
$
|
5,000
|
|
Inventories consisted of the following:
|
|
|
|
|
|
|
|
|
|
June 30,
2019
|
|
March 31,
2019
|
Ground support service parts
|
$
|
2,580,196
|
|
|
$
|
2,553,949
|
|
Ground equipment manufacturing:
|
|
|
|
Raw materials
|
3,017,469
|
|
|
2,497,876
|
|
Work in process
|
1,351,370
|
|
|
1,659,516
|
|
Finished goods
|
643,763
|
|
|
972,542
|
|
Printing equipment and maintenance
|
|
|
|
Raw materials
|
—
|
|
|
401,103
|
|
Finished goods
|
1,438,161
|
|
|
1,047,893
|
|
Commercial jet engines and parts
|
27,691,133
|
|
|
21,031,558
|
|
Total inventories
|
$
|
36,722,092
|
|
|
$
|
30,164,437
|
|
Reserves
|
(193,315
|
)
|
|
(197,400
|
)
|
Total inventories, net of reserves
|
$
|
36,528,777
|
|
|
$
|
29,967,037
|
|
The Company has operating leases for the use of real estate, machinery, and office equipment. The majority of our leases have a lease term of
2
to
5 years
; however, we have certain leases with longer terms of up to
30 years
. Many of our leases include options to extend the lease for an additional period.
The lease term for all of the Company’s leases includes the non-cancellable period of the lease, plus any additional periods covered by either a Company option to extend the lease that the Company is reasonably certain to exercise, or an option to extend the lease controlled by the lessor that is considered likely to be exercised.
Payments due under the lease contracts include fixed payments plus, for some of our leases, variable payments. Variable payments are typically operating costs associated with the underlying asset and are recognized when the event, activity, or circumstance in the lease agreement on which those payments are assessed occurs. Our leases do not contain residual value guarantees.
The Company has elected to combine lease and non-lease components as a single component and not to recognize leases on the balance sheet with an initial term of one year or less.
The interest rate implicit in lease contracts is typically not readily determinable, and as such the Company utilizes the incremental borrowing rate to calculate lease liabilities, which is the rate incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment.
The components of lease cost for the quarter ended are as follows:
|
|
|
|
|
|
|
|
Three
Months Ended
June 30, 2019
|
Operating lease cost
|
|
$
|
819,854
|
|
Short-term lease cost
|
|
274,156
|
|
Variable lease cost
|
|
135,613
|
|
Sublease income
|
|
—
|
|
Total lease cost
|
|
$
|
1,229,623
|
|
Amounts reported in the consolidated balance sheets for leases where we are the lessee as of the quarter ended
June 30, 2019
were as follows:
|
|
|
|
|
|
|
|
June 30, 2019
|
Operating leases
|
|
|
Operating lease right-of-use assets
|
|
$
|
10,071,405
|
|
Operating lease liabilities
|
|
10,558,383
|
|
|
|
|
Weighted-average remaining lease term
|
|
12.08 years
|
|
Operating leases
|
|
|
|
|
|
Weighted-average discount rate
|
|
4.51
|
%
|
Operating leases
|
|
|
Maturities of lease liabilities under non-cancellable leases where we are the lessee as of the quarter ended
June 30, 2019
are as follows:
|
|
|
|
|
Operating Leases
|
|
2020 (excluding the three months ended June 30, 2019)
|
(2,267,538
|
)
|
2021
|
(2,122,870
|
)
|
2022
|
(1,621,902
|
)
|
2023
|
(1,268,783
|
)
|
2024
|
(691,886
|
)
|
2025
|
(457,798
|
)
|
Thereafter
|
(5,809,603
|
)
|
Total undiscounted lease payments
|
(14,240,380
|
)
|
Less: Interest
|
(3,023,181
|
)
|
Less: Discount
|
(658,816
|
)
|
Total lease liabilities
|
(10,558,383
|
)
|
At March 31, 2019, future minimum annual lease payments (foreign currency amounts translated using applicable March 31, 2019 exchange rates) are as follows:
|
|
|
|
Year ended March 31,
|
|
2020
|
3,133,000
|
|
2021
|
2,115,000
|
|
2022
|
1,625,000
|
|
2023
|
1,241,000
|
|
2024
|
692,000
|
|
Thereafter
|
6,267,000
|
|
Total minimum lease payments
|
15,073,000
|
|
12.
Financing Arrangements
Borrowings of the Company and its subsidiaries are summarized below at
June 30, 2019
and
March 31, 2019
, respectively. AirCo, Contrail Aviation (“Contrail”) are subsidiaries of the Company in the commercial jet engines and parts segment.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30,
2019
|
|
March 31,
2019
|
|
Maturity Date
|
Interest Rate
|
|
Unused commitments
|
Revolver - MB&T
|
$
|
14,830,650
|
|
|
$
|
12,403,213
|
|
|
November 30, 2019
|
Prime - 1%
|
|
$2,169,351
|
Term Note A - MB&T
|
8,500,000
|
|
|
8,750,000
|
|
|
January 1, 2028
|
1-month LIBOR + 2%
|
|
|
Term Note B - MB&T
|
4,250,000
|
|
|
4,375,000
|
|
|
January 1, 2028
|
4.5%
|
|
|
Term Note D - MB&T
|
1,590,400
|
|
|
1,607,200
|
|
|
January 1, 2028
|
1-month LIBOR + 2%
|
|
|
Debt - Trust Preferred Securities
|
6,102,310
|
|
|
—
|
|
|
June 7, 2049
|
8%
|
|
|
Air T Debt
|
35,273,360
|
|
|
27,135,413
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revolver - MB&T
|
—
|
|
|
3,820,000
|
|
|
May 21, 2019
|
7.5%
|
|
5,000,000
|
|
Revolver - MB&T
|
4,876,259
|
|
|
—
|
|
|
November 30, 2019
|
greater of 6.50% or Prime + 2%
|
|
5,123,741
|
|
Term Loan - MB&T
|
—
|
|
|
450,000
|
|
|
December 17, 2019
|
7.50%
|
|
|
Term Loan - MB&T
|
—
|
|
|
400,000
|
|
|
June 17, 2020
|
7.25%
|
|
|
Term Loan - Park State
|
2,100,000
|
|
|
2,100,000
|
|
|
June 17, 2020
|
8.50%
|
|
|
AirCo Debt
|
6,976,259
|
|
|
6,770,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revolver
|
—
|
|
|
—
|
|
|
May 5, 2019
|
1-month LIBOR + 3%
|
|
—
|
|
Term Loan
|
8,152,054
|
|
|
8,616,336
|
|
|
January 26, 2021
|
1-month LIBOR + 3.75%
|
|
|
Term Loan
|
14,000,000
|
|
|
15,500,000
|
|
|
September 14, 2021
|
1-month LIBOR + 3.75%
|
|
|
Contrail Debt - Old National
|
22,152,054
|
|
|
24,116,336
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Debt
|
64,401,673
|
|
|
58,021,749
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: Unamortized Debt Issuance Costs
|
(341,612
|
)
|
|
(368,760
|
)
|
|
|
|
|
|
Total Debt, net
|
$
|
64,060,061
|
|
|
$
|
57,652,989
|
|
|
|
|
|
|
At
June 30, 2019
, our contractual financing obligations, including payments due by period, are as follows:
|
|
|
|
|
|
Due by
|
|
Amount
|
June 30, 2020
|
|
$
|
27,774,151
|
|
June 30, 2021
|
|
17,319,212
|
|
June 30, 2022
|
|
3,567,200
|
|
June 30, 2023
|
|
1,567,200
|
|
June 30, 2024
|
|
1,567,200
|
|
Thereafter
|
|
12,606,710
|
|
|
|
64,401,673
|
|
Less: Unamortized Debt Issuance Costs
|
|
(341,612
|
)
|
|
|
$
|
64,060,061
|
|
On June 10, 2019, the Company completed a transaction with all holders of the Company’s Common Stock to receive a special, pro-rata distribution of three securities as enumerated below:
|
|
•
|
A dividend of one additional share for every two shares already held (a
50%
stock dividend, or the equivalent of a 3-for-2 stock split). See Footnote 7 for discussion.
|
|
|
•
|
The Company issued and distributed to existing common shareholders an aggregate of
1,600,000
trust preferred capital security ("TruPs") shares (aggregate
$4,000,000
stated value) and an aggregate of
8,400,000
warrants ("Warrants") (representing warrants to purchase
$21,000,000
in stated value of TruPs). The Warrants are exercisable for
one year
from issuance.
|
|
|
•
|
The Company entered into an
8%
Junior Subordinated Debenture (“Debenture”) to pay to Air T Funding ("the Trust") a principal sum of
$4,000,000
on June 7, 2049, and to pay interest on said principal sum quarterly at the rate of
8.0%
per annum. The Company's Debenture and the Trust's associated note receivable (the "Note") are eliminated in the Company's consolidated financial statements, and Debt - Trust Preferred Securities is presented as a component of long-term debt on our consolidated balance sheets.
|
The issuance of the TruPs and Warrants is disclosed on our consolidated statements of equity as well as within the supplemental non-cash disclosure of the Company's consolidated statements of cash flows. As of June 30, 2019,
840,924
Warrants have been exercised. As a result, the amount outstanding on the Company's Debt - Trust Preferred Securities is $
6,102,310
as of June 30, 2019.
At June 30, 2019, the Company had Warrants outstanding and exercisable to purchase
7,559,076
shares of its TruPs at an exercise price of
$2.40
per share, which represents a discount to the
$2.50
face value of each Trust Preferred Security. The Warrants will expire on June 7, 2020 or earlier upon redemption or liquidation.
|
|
|
|
|
|
Fair Value Measurement
as of June 30, 2019
|
Warrant liability (Level 2)
|
$
|
755,907
|
|
As of June 30, 2019, the Warrants are recorded within "Other non-current liabilities" on our consolidated balance sheets. Fair value measurement was based on market activity and trading volume as observed on the NASDAQ Global Market. The liability is classified as Level 2 in the hierarchy (Level 2 is defined as quoted prices in markets that are not active or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability).
On April 3, 2019, AirCo entered into a revolving line of credit agreement with MBT in the amount of
$10,000,000
with a maturity date of November 30, 2019. The annual interest rate is stated at the greater of
6.50%
or the sum of the Prime Rate plus
2.00%
. AirCo used the proceeds from this transaction to pay off the outstanding balances on their term loans.
The Company assumes various financial obligations and commitments in the normal course of its operations and financing activities. Financial obligations are considered to represent known future cash payments that the Company is required to make under existing contractual arrangements such as debt and lease agreements.
As part of the Company’s interest rate risk management strategy, the Company, from time to time, uses derivative instruments to minimize significant unanticipated earnings fluctuations that may arise from rising variable interest rate costs associated with existing borrowings (Air T Term Note A and Term Note D). To meet these objectives, the Company entered into interest rate swaps with notional amounts consistent with the outstanding debt to provide a fixed rate of
4.56%
and
5.09%
, respectively, on Term Notes A and D. The swaps mature in January 2028.
As of August 1, 2018, these swap contracts were designated as cash flow hedging instruments and qualified as effective hedges in accordance with ASC 815-30. The effective portion of changes in the fair value on these instruments is recorded in other comprehensive income and is reclassified into the consolidated statement of income as interest expense in the same period in which the underlying hedge transaction affects earnings. As of
June 30, 2019
and
March 31, 2019
, the fair value of the interest-rate swap contracts was a liability of
$456,000
and
$227,000
, respectively, which is included within other non-current liabilities in the consolidated balance sheets. During the
three months ended June 30, 2019
, the Company recorded a loss of approximately
$176,038
, net of tax, in the consolidated statement of comprehensive income for changes in the fair value of the instruments.
|
|
13
.
|
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.
|
The Company concluded that its investments in Delphax’s equity and debt, and its investment in the Delphax warrant, each constituted a variable interest. In addition, the Company concluded that it became the primary beneficiary of Delphax on November 24, 2015. The Company consolidated Delphax in its consolidated financial statements beginning on that date.
The following table sets forth the carrying values of Delphax’s assets and liabilities as of
June 30, 2019
and
March 31, 2019
:
|
|
|
|
|
|
|
|
|
|
June 30, 2019
|
|
March 31, 2019
|
ASSETS
|
|
|
|
Current assets:
|
|
|
|
Cash and cash equivalents
|
$
|
9,430
|
|
|
$
|
12,315
|
|
Accounts receivable, net
|
49,844
|
|
|
46,844
|
|
Other current assets
|
9,672
|
|
|
58,441
|
|
Total current assets
|
68,946
|
|
|
117,600
|
|
Other tax receivables-long-term
|
|
|
|
311,000
|
|
Total assets
|
$
|
68,946
|
|
|
$
|
428,600
|
|
LIABILITIES
|
|
|
|
Current liabilities:
|
|
|
|
Accounts payable
|
$
|
96,109
|
|
|
$
|
2,151,235
|
|
Accrued expenses
|
401,275
|
|
|
3,157,707
|
|
Short-term debt
|
—
|
|
|
1,749,779
|
|
Total current liabilities
|
497,384
|
|
|
7,058,721
|
|
Total liabilities
|
$
|
497,384
|
|
|
$
|
7,058,721
|
|
Net Liabilities
|
$
|
(428,438
|
)
|
|
$
|
(6,630,121
|
)
|
Upon petition by the Company, on August 8, 2017 the Ontario Superior Court of Justice in Bankruptcy and Insolvency adjudged Delphax Canada to be bankrupt. As a result, Delphax Canada ceased to have capacity to deal with its property, which then vested in the trustee in bankruptcy of Delphax Canada subject to the rights of secured creditors. As of
June 30, 2019
, the bankruptcy proceedings were finalized in accordance with Canadian law and, therefore, Delphax Canada was legally discharged of its liabilities. The conclusion of the bankruptcy proceedings also resulted in the dissolution of Delphax Canada. In addition, on June 11, 2019, the Company has also fully dissolved Delphax UK. As such, the only Delphax entity that remains in existence as of
June 30, 2019
is Delphax France. The Company extinguished the assets and liabilities of Delphax Canada and Delphax UK during the quarter ended
June 30, 2019
and recognized a gain on dissolution of entities of $
4,509,302
.
Delphax’s revenues and expenses are included in our consolidated financial statements beginning November 24, 2015 through
June 30, 2019
. Revenues and expenses prior to the date of initial consolidation were excluded. We have determined that the attribution of Delphax net income or loss should be based on consideration of all of Air T’s investments in Delphax and Delphax Canada. The Delphax warrant provides that in the event that dividends are paid on the common stock of Delphax, the holder of the Warrant is entitled to participate in such dividends on a ratable basis as if the Warrant had been fully exercised and the shares of Series B Preferred Stock acquired upon such exercise had been converted into shares of Delphax common stock. This provision would have entitled Air T, Inc. to approximately
67%
of any Delphax dividends paid, with the remaining
33%
paid to the non-controlling interests. We concluded that this was a substantive distribution right which should be considered in the attribution of Delphax net income or loss to non-controlling interests. We furthermore concluded that our investment in the debt of Delphax should be considered in attribution. Specifically, Delphax’s net losses are attributed first to our Series B Preferred Stock and Warrant investments and to the non-controlling interest (
67%
/
33%
) until such amounts are reduced to
zero
. Additional losses are then fully attributed to our debt investments until they too are reduced to
zero
. This sequencing reflects the relative priority of debt to equity. Any further losses are then attributed to Air T and the non-controlling interests based on the initial
67%
/
33%
share. Delphax net income is attributed using a backwards-tracing approach with respect to previous losses.
As a result of the application of the above-described attribution methodology, for the quarters ended
June 30, 2019
and
June 30, 2018
the attribution of Delphax losses to non-controlling interests was
33%
and
33%
, respectively.
The following table sets forth the revenue and expenses of Delphax prior to intercompany eliminations that are included in the Company’s condensed consolidated statement of income for the
three months ended June 30, 2019
and
2018
.
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
2019
|
|
2018
|
Operating Revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
Operating Expenses:
|
|
|
|
Cost of sales
|
—
|
|
|
—
|
|
General and administrative
|
72,748
|
|
|
52,260
|
|
|
72,748
|
|
|
52,260
|
|
|
|
|
|
Operating Loss
|
(72,748
|
)
|
|
(52,260
|
)
|
|
|
|
|
Non-operating Income (Expenses), net
|
6,237,385
|
|
|
(87,917
|
)
|
|
|
|
|
Income (Loss) Before Income Taxes
|
6,164,637
|
|
|
(140,177
|
)
|
|
|
|
|
Income Taxes
|
—
|
|
|
—
|
|
|
|
|
|
Net Income (Loss)
|
$
|
6,164,637
|
|
|
$
|
(140,177
|
)
|
Unconsolidated Variable Interest Entities and Other Entities
As discussed in Note 3, BCCM Advisors holds equity interests in certain investment funds as of
June 30, 2019
and
March 31, 2019
. The Company determined that the equity interests it holds as the general partner in the following funds are variable interests based on the applicable GAAP guidance: Blue Clay Capital Partners CO I LP, Blue Clay Capital Partners CO III LP, Blue Clay Capital SMid-Cap LO LP and AO Partners II LP. However, the Company further determined that these funds should not be consolidated as BCCM Advisors is not the primary beneficiary of these variable interest entities. The Company determined that its equity interest in the Blue Clay Capital Master Fund Ltd. is not a variable interest and should not be consolidated based on the applicable GAAP guidance. The Company’s total investment within these investment funds at
June 30, 2019
is valued at approximately
$318,020
. The Company’s exposure to loss is limited to its initial investment.
As mentioned in Footnote 12, Financing Arrangements, the Company formed the Trust to issue and distribute TruPs and Warrants to our existing shareholders. The Company determined that it holds variable interest in the Trust and therefore, is the primary beneficiary of the Trust. As such, the Company consolidated the Trust as of
June 30, 2019
.
On May 14, 2014, the Company announced that its Board of Directors had authorized a program to repurchase up to
750,000
shares of the Company’s common stock from time to time on the open market or in privately negotiated transactions, in compliance with SEC Rule 10b-18, over an indefinite period. During the
three months ended June 30, 2019
, the Company repurchased
17,424
shares at an aggregate cost of
$126,317
. These shares are reflected as retired as of
June 30, 2019
in accordance with the intent of the authorized share repurchase program. The Company has reduced common stock and retained earnings to reflect the retirement of those shares.
|
|
15.
|
Geographical information
|
Total property and equipment, including assets on lease, net of accumulated depreciation, located in the United States, the Company's country of domicile, and held outside the United States are summarized in the following table as of
June 30, 2019
and
March 31, 2019
:
|
|
|
|
|
|
|
|
|
|
June 30, 2019
|
|
March 31, 2019
|
United States
|
$
|
4,865,948
|
|
|
$
|
4,946,997
|
|
Foreign
|
17,868,685
|
|
|
25,035,412
|
|
Total property and equipment, net
|
$
|
22,734,633
|
|
|
$
|
29,982,409
|
|
The Company's tangible long-lived assets, net of accumulated depreciation, held outside of the United States represent engines and aircraft on lease at
June 30, 2019
. The net book value located within each individual country at
June 30, 2019
and
March 31, 2019
is listed below:
|
|
|
|
|
|
|
|
|
|
June 30, 2019
|
|
March 31, 2019
|
Australia
|
$
|
3,594
|
|
|
$
|
5,186
|
|
Mexico
|
2,262,967
|
|
|
2,680,825
|
|
Netherlands
|
5,350,275
|
|
|
5,541,072
|
|
China
|
10,251,849
|
|
|
16,808,329
|
|
Total property and equipment, net
|
$
|
17,868,685
|
|
|
$
|
25,035,412
|
|
Total revenue, in and outside the United States is summarized in the following table for the
three months ended June 30, 2019
and
June 30, 2018
:
|
|
|
|
|
|
|
|
|
|
June 30, 2019
|
|
June 30, 2018
|
United States
|
$
|
46,127,349
|
|
|
$
|
54,662,311
|
|
Foreign
|
9,577,186
|
|
|
6,205,158
|
|
Total revenue
|
$
|
55,704,535
|
|
|
$
|
60,867,469
|
|
16.
Segment Information
The Company has
six
business segments: overnight air cargo, ground equipment sales, ground support services, commercial jet engine and parts segment, printing equipment and maintenance and corporate and other. Segment data is summarized as follows:
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
2019
|
|
2018
|
Operating Revenues by Segment:
|
|
|
|
Overnight Air Cargo
|
$
|
18,319,682
|
|
|
$
|
17,640,658
|
|
Ground Equipment Sales:
|
|
|
|
Domestic
|
10,858,891
|
|
|
5,292,017
|
|
International
|
1,390,000
|
|
|
1,095,097
|
|
Total Ground Equipment Sales
|
12,248,891
|
|
|
6,387,114
|
|
Ground Support Services
|
8,516,800
|
|
|
9,047,640
|
|
Printing Equipment and Maintenance
|
|
|
|
Domestic
|
21,684
|
|
|
194,792
|
|
International
|
46,186
|
|
|
107,921
|
|
Total Printing Equipment and Maintenance
|
67,870
|
|
|
302,713
|
|
Commercial Jet Engines and Parts:
|
|
|
|
Domestic
|
8,938,715
|
|
|
23,154,535
|
|
International
|
8,141,000
|
|
|
5,002,140
|
|
Total Commercial Jet Engines and Parts
|
17,079,715
|
|
|
28,156,675
|
|
Corporate and other
|
598,988
|
|
|
474,205
|
|
Intercompany
|
(1,127,411
|
)
|
|
(1,141,536
|
)
|
Total
|
$
|
55,704,535
|
|
|
$
|
60,867,469
|
|
|
|
|
|
Operating Income (Loss):
|
|
|
|
Overnight Air Cargo
|
$
|
47,918
|
|
|
$
|
1,056,692
|
|
Ground Equipment Sales
|
1,347,378
|
|
|
393,500
|
|
Ground Support Services
|
213,081
|
|
|
(87,724
|
)
|
Printing Equipment and Maintenance
|
(456,199
|
)
|
|
(318,278
|
)
|
Commercial Jet Engines and Parts
|
1,909,029
|
|
|
3,282,908
|
|
Corporate and other
|
(1,869,296
|
)
|
|
(1,729,200
|
)
|
Intercompany
|
19,788
|
|
|
5,804
|
|
Total
|
$
|
1,211,699
|
|
|
$
|
2,603,702
|
|
|
|
|
|
Capital Expenditures:
|
|
|
|
Overnight Air Cargo
|
$
|
8,288
|
|
|
$
|
5,996
|
|
Ground Equipment Sales
|
10,402
|
|
|
140,090
|
|
Ground Support Services
|
47,608
|
|
|
52,438
|
|
Printing Equipment and Maintenance
|
—
|
|
|
—
|
|
Commercial Jet Engines and Parts
|
3,465,404
|
|
|
183,821
|
|
Corporate and other
|
60,224
|
|
|
77,230
|
|
Total
|
$
|
3,591,926
|
|
|
$
|
459,575
|
|
|
|
|
|
Depreciation, Amortization and Impairment:
|
|
|
|
Overnight Air Cargo
|
18,176
|
|
|
$
|
22,763
|
|
Ground Equipment Sales
|
52,380
|
|
|
91,349
|
|
Ground Support Services
|
86,252
|
|
|
125,055
|
|
Printing Equipment and Maintenance
|
2,225
|
|
|
14,331
|
|
Commercial Jet Engines and Parts
|
1,735,490
|
|
|
1,097,933
|
|
Corporate and other
|
140,088
|
|
|
145,295
|
|
Intercompany
|
(1,325
|
)
|
|
(1,325
|
)
|
Total
|
$
|
2,033,286
|
|
|
$
|
1,495,401
|
|
|
|
17
.
|
Commitments and Contingencies
|
Contrail Aviation Support, LLC (“Contrail Aviation”), a subsidiary of the Company, completed the purchase of all of the assets owned by Contrail Aviation Support, Inc. (the “Seller”) in July 2016. As part of this purchase, Contrail Aviation agreed to pay contingent additional deferred consideration of up to a maximum of
$1,500,000
per year and
$3,000,000
in the aggregate. The Company established a liability with a present value of
$2,900,000
in the initial allocation of purchase price. This is based on the expectation that the earn-out will be paid at the maximum level. The Company has paid
$2,500,000
of contingent consideration as of June 30, 2019 and the remaining liability of
$497,000
, which is entirely current, is included in the “Other accrued expenses” in the consolidated balance sheet as of
June 30, 2019
.
Contrail Aviation entered into an Operating Agreement (the “Operating Agreement”) with the Seller providing for the governance of and the terms of membership interests in Contrail Aviation and including put and call options (“Put/Call Option”). The Put/Call Option permits the Seller to require Contrail Aviation to purchase all of the Seller’s equity membership interests in Contrail Aviation commencing on the fifth anniversary of the acquisition, which is on July 18, 2021. The Company has presented this redeemable non-controlling interest in Contrail Aviation between the liabilities and equity sections of the accompanying consolidated balance sheets. In addition, the company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The fair value of the redeemable non-controlling interest is $
6,685,000
. The change in the redemption value for the
three months ended June 30, 2019
is $
1,209,000
, of which $
985,024
related to the change in fair value, which is reflected on our consolidated statements of equity.
18.
Subsequent Events
Management performs an evaluation of events that occur after the balance sheet date but before consolidated financial statements are issued for potential recognition or disclosure of such events in its consolidated financial statements.
Management is not aware of any subsequent events as of the date of issuance.