AIR T INC 10-Q

Item 1. Financial Statements AIR T, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) (UNAUDITED) (In thousands, except per share data) Three Months Ended September 30, Six Months Ended September 30, 2024 2023 2024 2023 Operating Revenues: Overnight air cargo $ 31,187 $ 28,197 $ 61,570 $ 55,925 Ground equipment sales 14,454 12,246 21,809 24,033 Commercial jet engines and parts 32,926 36,478 59,176 66,324 Corporate and other 2,675 2,045 5,099 4,115 81,242 78,966 147,654 150,397 Operating Expenses: Overnight air cargo 26,326 23,625 52,036 47,337 Ground equipment sales 12,395 10,553 18,929 20,891 Commercial jet engines and parts 22,582 29,962 41,493 53,240 Corporate and other 889 607 1,729 1,499 General and administrative 14,202 12,758 28,437 24,619 Depreciation and amortization 949 700 1,709 1,389 77,343 78,205 144,333 148,975 Operating Income 3,899 761 3,321 1,422 Non-operating (Expense) Income: Interest expense ( 2,162 ) ( 1,853 ) ( 4,108 ) ( 3,662 ) Income from equity method investments 2,346 748 4,269 1,439 Other ( 784 ) ( 777 ) ( 80 ) ( 136 ) ( 600 ) ( 1,882 ) 81 ( 2,359 ) Income (Loss) before income taxes 3,299 ( 1,121 ) 3,402 ( 937 ) Income Tax Expense 336 487 407 698 Net Income (Loss) 2,963 ( 1,608 ) 2,995 ( 1,635 ) Net Income Attributable to Non-controlling Interests ( 443 ) ( 1 ) ( 810 ) ( 505 ) Net Income (Loss) Attributable to Air T, Inc. Stockholders $ 2,520 $ ( 1,609 ) $ 2,185 $ ( 2,140 ) Income (Loss) per share (Note 5) Basic $ 0.91 $ ( 0.57 ) $ 0.79 $ ( 0.76 ) Diluted $ 0.91 $ ( 0.57 ) $ 0.79 $ ( 0.76 ) Weighted Average Shares Outstanding: Basic 2,760 2,820 2,760 2,820 Diluted 2,760 2,820 2,760 2,820 See notes to condensed consolidated financial statements. 3 AIR T, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) Three Months Ended September 30, Six Months Ended September 30, (In Thousands) 2024 2023 2024 2023 Net Income (Loss) $ 2,963 $ ( 1,608 ) $ 2,995 $ ( 1,635 ) Foreign currency translation gain (loss) 719 ( 170 ) 669 ( 235 ) Reclassification of interest rate swaps into earnings ( 148 ) ( 188 ) ( 351 ) ( 380 ) Redemption of non-controlling interest — — 146 — Other ( 181 ) 16 ( 180 ) 40 Total Other Comprehensive Income (Loss) 390 ( 342 ) 284 ( 575 ) Total Comprehensive Income (Loss) 3,353 ( 1,950 ) 3,279 ( 2,210 ) Comprehensive Income Attributable to Non-controlling Interests ( 443 ) ( 1 ) ( 810 ) ( 505 ) Comprehensive Income (Loss) Attributable to Air T, Inc. Stockholders $ 2,910 $ ( 1,951 ) $ 2,469 $ ( 2,715 ) See notes to condensed consolidated financial statements. 4 AIR T, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (In thousands, except share amounts) September 30, 2024 March 31, 2024 ASSETS Current Assets: Cash and cash equivalents $ 8,612 $ 7,100 Restricted cash 572 743 Restricted investments 961 1,392 Accounts receivable, net of allowance for doubtful accounts of $ 1,747 and $ 1,420 30,766 22,911 Inventories, net 51,274 60,720 Prepaid expenses 2,199 2,351 Due from Crestone Asset Management, LLC ("CAM") for expense reimbursements 3,216 3,093 Other current assets (includes $ 450 and $ 531 measured at fair value) 5,010 4,567 Total Current Assets 102,610 102,877 Notes Receivable - Lendway, Inc. ("Lendway") 2,000 — Equity method investments 17,592 16,653 Assets on lease or held for lease, net of accumulated depreciation of $ 309 and $ 8 15,856 252 Property and equipment, net of accumulated depreciation of $ 8,470 and $ 7,705 20,641 20,861 Intangible assets, net of accumulated amortization of $ 5,793 and $ 5,119 10,741 10,978 Right-of-use ("ROU") assets 14,224 11,376 Other assets (includes $ 835 and $ 1,909 measured at fair value) 2,777 3,630 Goodwill 10,675 10,540 Total Assets 197,116 177,167 LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Accounts payable 15,533 15,072 Income tax payable — 139 Accrued expenses and other (Note 3) 14,325 15,511 Current portion of long-term debt 12,390 14,358 Current portion of long-term debt - related party (Note 12) 570 — Short-term lease liability 2,295 1,761 Total Current Liabilities 45,113 46,841 Long-term debt 114,409 98,568 Long-term debt - related party (Note 12) 4,000 — Deferred income tax liabilities, net 2,447 2,447 Long-term lease liability 12,890 10,515 Other non-current liabilities 2,181 — Total Liabilities 181,040 158,371 Redeemable non-controlling interests 7,267 12,976 Commitments and contingencies (Note 16) Equity: Air T, Inc. Stockholders' Equity: Preferred stock, $ 1.00 par value, 2,000,000 shares authorized — — Common stock, $ 0.25 par value; 4,000,000 shares authorized, 3,030,245 and 3,030,245 shares issued, 2,760,047 and 2,775,163 shares outstanding 758 758 Treasury stock, 270,198 shares at $ 19.47 and 256,850 shares at $ 19.31 ( 5,260 ) ( 4,959 ) Additional paid-in capital 878 859 Retained earnings 10,455 8,192 Accumulated other comprehensive income (loss) 204 ( 80 ) Total Air T, Inc. Stockholders' Equity 7,035 4,770 Non-controlling Interests 1,774 1,050 Total Equity 8,809 5,820 Total Liabilities and Equity $ 197,116 $ 177,167 See notes to condensed consolidated financial statements. 5 AIR T, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (In Thousands) Six Months Ended September 30, 2024 2023 CASH FLOWS FROM OPERATING ACTIVITIES: Net Income (Loss) $ 2,995 $ ( 1,635 ) Adjustments to reconcile Net Income (Loss) to net cash provided by operating activities: Depreciation and amortization 1,709 1,389 Income from equity method investments ( 4,269 ) ( 1,439 ) Other 2,258 1,346 Change in operating assets and liabilities: Accounts receivable ( 8,182 ) 637 Inventories 8,832 16,699 Accounts payable 461 1,994 Accrued expenses ( 1,306 ) ( 1,059 ) Employee retention credit receivable — 940 Other 546 ( 2,975 ) Net cash provided by operating activities 3,044 15,897 CASH FLOWS FROM INVESTING ACTIVITIES: Investment in unconsolidated entities — ( 995 ) Distribution from unconsolidated entities 3,000 1,817 Capital expenditures related to property & equipment ( 581 ) ( 557 ) Capital expenditures related to assets on lease or held for lease ( 14,598 ) — Disbursements for note receivable - Lendway ( 2,000 ) — Other ( 16 ) ( 109 ) Net cash (used in) provided by investing activities ( 14,195 ) 156 CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from lines of credit 69,159 65,708 Payments on lines of credit ( 59,451 ) ( 67,274 ) Proceeds from term loan 10,000 — Payments on term loan ( 6,865 ) ( 15,438 ) Other ( 349 ) ( 225 ) Net cash provided by (used in) financing activities 12,494 ( 17,229 ) Effect of foreign currency exchange rates on cash and cash equivalents ( 2 ) 9 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH 1,341 ( 1,167 ) CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD 7,843 7,090 CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD 9,184 5,923 SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES: Equipment in inventory transferred to assets on lease 112 — Assumption of liabilities to acquire assets on lease 720 — Non-cash contribution from non-controlling interest 475 — Contingent earnout for Contrail Aviation Support, LLC ("Contrail") redeemed interest 1,104 — Related-party note payable for Contrail redeemed interest 4,570 — See notes to condensed consolidated financial statements. 6 AIR T, INC AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (UNAUDITED) (In Thousands) Common Stock Treasury Stock Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Non-controlling Interests Total Equity Shares Amount Shares Amount Balance, March 31, 2023 3,027 $ 757 208 $ ( 4,083 ) $ 728 $ 13,686 $ 816 $ 1,078 $ 12,982 Net loss* — — — — — ( 531 ) — ( 9 ) ( 540 ) Repurchase of common stock — — 1 ( 15 ) — — — — ( 15 ) Stock compensation expense — — — — 79 — — — 79 Foreign currency translation loss — — — — — — ( 65 ) — ( 65 ) Adjustment to fair value of redeemable non-controlling interest — — — — — 134 — — 134 Unrealized gain on interest rate swaps, net of tax — — — — — — 24 — 24 Reclassification of interest rate swaps into earnings — — — — — — ( 192 ) — ( 192 ) Balance, June 30, 2023 3,027 $ 757 209 $ ( 4,098 ) $ 807 $ 13,289 $ 583 $ 1,069 $ 12,407 Net loss* — — — — — ( 1,609 ) — ( 19 ) ( 1,628 ) Repurchase of common stock — — — — — — — — — Exercise of stock options 3 1 — — 25 — — — 26 Stock compensation expense — — — — 79 — — — 79 Foreign currency translation loss — — — — — — ( 170 ) — ( 170 ) Adjustment to fair value of redeemable non-controlling interest — — — — — 412 — — 412 Unrealized gain on interest rate swaps, net of tax — — — — — — 16 — 16 Reclassification of interest rate swaps into earnings — — — — — — ( 188 ) — ( 188 ) Balance, September 30, 2023 3,030 $ 758 209 $ ( 4,098 ) $ 911 $ 12,092 $ 241 $ 1,050 $ 10,954 (In Thousands) Common Stock Treasury Stock Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Non-controlling Interests Total Equity Shares Amount Shares Amount Balance, March 31, 2024 3,030 $ 758 257 $ ( 4,959 ) $ 859 $ 8,192 $ ( 80 ) $ 1,050 $ 5,820 Net loss* — — — — — ( 335 ) — ( 5 ) ( 340 ) Repurchase of common stock — — 13 ( 301 ) — — — — ( 301 ) Stock option forfeiture (Note 16) — — — — ( 25 ) — — — ( 25 ) Stock compensation expense — — — — 42 — — — 42 Foreign currency translation loss — — — — — — ( 50 ) — ( 50 ) Redemption of non-controlling interest — — — — — 78 146 — 224 Unrealized gain on interest rate swaps — — — — — — 1 — 1 Reclassification of interest rate swaps into earnings — — — — — — ( 203 ) — ( 203 ) Balance, June 30, 2024 3,030 $ 758 270 $ ( 5,260 ) $ 876 $ 7,935 $ ( 186 ) $ 1,045 $ 5,168 Net income (loss) — — — — — 2,520 — ( 1 ) 2,519 Repurchase of common stock — — — — — — — — — Stock option forfeiture (Note 16) — — — — ( 28 ) — — — ( 28 ) Stock compensation expense — — — — 30 — — — 30 Foreign currency translation gain — — — — — — 719 — 719 Reclassification of interest rate swaps into earnings — — — — — — ( 148 ) — ( 148 ) Initial consolidation of CASP, LLC — — — — — — — 730 730 Allocation of comprehensive income from unconsolidated investments — — — — — — 2 — 2 Allocation of comprehensive income to redeemable non-controlling interests — — — — — — ( 183 ) — ( 183 ) Balance, September 30, 2024 3,030 $ 758 270 $ ( 5,260 ) $ 878 $ 10,455 $ 204 $ 1,774 $ 8,809 * Excludes amount attributable to redeemable non-controlling interests in Contrail Aviation Support, LLC ("Contrail") and Shanwick B.V. ("Shanwick") See notes to condensed consolidated financial statements. 7 AIR T, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. Financial Statement Presentation The condensed consolidated financial statements of Air T, Inc. (“Air T”, the “Company”, “we”, “us” or “our”) have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the following disclosures are adequate to make the information presented not misleading. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of the results for the periods presented have been made. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended March 31, 2024. The unaudited results of operations for the period ended September 30, 2024 are not necessarily indicative of the operating results for the full year. The accompanying financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Recently Issued Accounting Pronouncements In November 2023, the FASB issued ASU 2023-07- Segment Reporting (Topic 848): Improvements to Reportable Segment Disclosures. The amendments in this Update improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses utilized by the chief operating decision maker for a company along with details about who the chief operating decision maker is and their title. The Update additionally requires that all annual disclosures under Topic 280 be included in interim periods financial statements, clarifies when an entity can disclose multiple segment measures of profit or loss, and provides new segment disclosure requirements for entities with a single reportable segment. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 31, 2023 and interim periods within fiscal years beginning after December 15, 2024. The Company is currently evaluating the impact of this amendment on its condensed consolidated financial statements and disclosures. In December 2023, the FASB issued ASU 2023-09- Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in this Update require the addition of specific categories to be disclosed in the rate reconciliation if they meet a quantitative threshold, disclosure of disaggregated income taxes paid to federal, state, and foreign jurisdictions, and disclosure of income or loss from continuing operations disaggregated by federal, state, and foreign jurisdictions. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2024. The Company is currently evaluating the impact of this amendment on its consolidated financial statements and disclosures. 8 2. Revenue Recognition Substantially all of the Company’s non-lease revenue is derived from contracts with an initial expected duration of one year or less. As a result, the Company has applied the practical expedient to exclude consideration of significant financing components from the determination of transaction price, to expense costs incurred to obtain a contract, and to not disclose the value of unsatisfied performance obligations. The following is a description of the Company’s performance obligations: Type of Revenue Nature, Timing of Satisfaction of Performance Obligations, and Significant Payment Terms Product Sales The Company generates revenue from sales of various distinct products such as parts, aircraft equipment, jet engines, airframes, and scrap metal to its customers. A performance obligation is created when the Company accepts an order from a customer to provide a specified product. Each product ordered by a customer represents a performance obligation. The Company recognizes revenue when obligations under the terms of the contract are satisfied; generally, this occurs at a point-in-time upon shipment or when control is transferred to the customer. Transaction prices are based on contracted terms, which are at fixed amounts based on standalone selling prices. While the majority of the Company's contracts do not have variable consideration, for the limited number of contracts that do, the Company records revenue based on the standalone selling price less an estimate of variable consideration (such as rebates, discounts or prompt payment discounts). The Company estimates these amounts based on the expected incentive amount to be provided to customers and reduces revenue accordingly. Performance obligations are short-term in nature and customers are typically billed upon transfer of control. The Company records all shipping and handling fees billed to customers as revenue. The terms and conditions of the customer purchase orders or contracts are dictated by either the Company’s standard terms and conditions or by a master service agreement or by the contract. Support Services The Company provides a variety of support services such as aircraft maintenance and short-term repair services to its customers. Additionally, the Company operates certain aircraft routes on behalf of FedEx. A performance obligation is created when the Company agrees to provide a particular service to a customer. For each service, the Company recognizes revenues over time as the customer simultaneously receives the benefits provided by the Company's performance. This revenue recognition can vary from when the Company has a right to invoice to the output or input method depending on the structure of the contract and management’s analysis. For repair-type services, the Company records revenue over-time based on an input method of costs incurred to total estimated costs. The Company believes this is appropriate as the Company is performing labor hours and installing parts to enhance an asset that the customer controls. The vast majority of repair-services are short term in nature and are typically billed upon completion of the service. Some of the Company’s contracts contain a promise to stand ready as the Company is obligated to perform certain maintenance or administrative services. For most of these contracts, the Company applies the 'as invoiced' practical expedient as the Company has a right to consideration from the customer in an amount that corresponds directly with the value of the entity's performance completed to date. A small number of contracts are accounted for as a series and recognized equal to the amount of consideration the Company is entitled to less an estimate of variable consideration (typically rebates). These services are typically ongoing and are generally billed on a monthly basis. In addition to the above type of revenues, the Company also has Leasing Revenue, which is in scope under Topic 842 (Leases) and out of scope under Topic 606 and Other Revenues (Freight, Management Fees, etc.) which are immaterial for disclosure under Topic 606. The following table summarizes disaggregated revenues by type (in thousands): Three Months Ended September 30, Six Months Ended September 30, 2024 2023 2024 2023 Product Sales Overnight air cargo $ 10,070 $ 9,207 $ 19,769 $ 18,378 Ground equipment sales 14,022 11,901 21,150 23,476 Commercial jet engines and parts 30,165 33,395 53,784 60,154 Corporate and other 219 286 467 621 Support Services Overnight air cargo 21,037 18,899 41,695 37,449 Ground equipment sales 287 159 453 252 Commercial jet engines and parts 2,106 2,914 4,306 5,860 Corporate and other 1,661 1,233 3,202 2,489 Leasing Revenue Ground equipment sales 15 10 30 34 Commercial jet engines and parts 475 12 514 23 Corporate and other 405 425 869 812 Other Overnight air cargo 80 91 106 98 Ground equipment sales 130 176 176 271 Commercial jet engines and parts 180 157 572 287 Corporate and other 390 101 561 193 Total $ 81,242 $ 78,966 $ 147,654 $ 150,397 See Note 1 4 for the Company's disaggregated revenues by geographic region and Note 1 5 for the Company’s disaggregated revenues by segment. These notes disaggregate revenue recognized from contracts with customers into categories that depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. Contract Balances and Costs Contract liabilities relate to deferred revenue, our unconditional right to receive consideration in advance of performance with respect to subscription revenue and advanced customer deposits with respect to product sales. The following table presents outstanding contract liabilities as of April 1, 2024 and September 30, 2024 and the amount of contract liabilities as of April 1, 2024 that were recognized as revenue during the six-month period ended September 30, 2024 (in thousands): Outstanding contract liabilities Outstanding contract liabilities as of April 1, 2024 Recognized as Revenue As of September 30, 2024 $ 4,134 As of April 1, 2024 $ 4,359 For the six months ended September 30, 2024 $ ( 3,217 ) 9 3. Accrued Expenses and Other (In thousands) September 30, 2024 March 31, 2024 Salaries, wages and related items $ 5,581 $ 5,296 Profit sharing and bonus 1,869 2,335 Other Deposits 477 1,403 Deferred Income 3,657 2,956 Other 2,741 3,521 Total $ 14,325 $ 15,511 10 4. Income Taxes During the three-month period ended September 30, 2024, the Company recorded $ 0.3 million in income tax expense at an effective rate ("ETR") of 10.2 %. The Company has computed the provision for income taxes based on the estimated annual effective tax rate excluding loss jurisdictions with no tax benefit and the application of discrete items, if any, for interim reporting. The primary factors contributing to the difference between the federal statutory rate of 21.0% and the Company's effective tax rate for the three-month period ended September 30, 2024 were the valuation allowance related to the Company’s U.S. consolidated group, Delphax Technologies, Inc. (“DTI”), Landing Gear Support Services PTE LTD (“LGSS”), Delphax Solutions, Inc. ("DSI") and BCCM Advisors (Kenya) Limited ("BCCM Kenya"), and the foreign rate differentials for Air T’s operations located in the Netherlands and Puerto Rico. During the three-month period ended September 30, 2023, the Company recorded income tax expense of $ 0.5 million at an ETR of ( 43.4 )%. The Company has computed the provision for income taxes based on the estimated annual effective tax rate excluding loss jurisdictions with no tax benefit and the application of discrete items, if any, for interim reporting. The primary factors contributing to the difference between the federal statutory rate of 21.0% and the Company's effective tax rate for the three-month period ended September 30, 2023 were the valuation allowance related to the Company’s U.S. consolidated group, DSI, DTI, and LGSS, and the foreign rate differentials for Air T’s operations located in the Netherlands and Puerto Rico. During the six-month period ended September 30, 2024, the Company recorded $ 0.4 million in income tax expense at an ETR of 12.0 %. The Company has computed the provision for income taxes based on the estimated annual effective tax rate excluding loss jurisdictions with no tax benefit and the application of discrete items, if any, for interim reporting. The primary factors contributing to the difference between the federal statutory rate of 21.0% and the Company's effective tax rate for the six-month period ended September 30, 2024, were the valuation allowance related to the Company’s U.S. consolidated group, DTI, LGSS, DSI and BCCM Kenya, and the foreign rate differentials for Air T’s operations located in the Netherlands and Puerto Rico. During the six-month period ended September 30, 2023, the Company recorded income tax expense of $ 0.7 million at an ETR of ( 74.5 )% The Company has computed the provision for income taxes based on the estimated annual effective tax rate excluding loss jurisdictions with no tax benefit and the application of discrete items, if any, for interim reporting. The primary factors contributing to the difference between the federal statutory rate of 21.0% and the Company's effective tax rate for the six-month period ended September 30, 2023 were the valuation allowance related to the Company’s U.S. consolidated group, DSI, DTI, and LGSS, and the foreign rate differentials for Air T’s operations located in the Netherlands and Puerto Rico. 11 5. Net Earnings (Loss) Per Share Basic earnings (loss) per share has been calculated by dividing net income (loss) attributable to Air T, Inc. stockholders by the weighted average number of common shares outstanding during each period. For purposes of calculating diluted earnings (loss) per share, shares issuable under stock options were considered potential common shares and were included in the weighted average common shares unless they were anti-dilutive. As of September 30, 2023, all stock options under the Air T's 2012 Stock Option Plan have either been exercised or expired. Further, of the 202,400 options outstanding as of September 30, 2024 under the Air T's 2020 Omnibus Stock and Incentive Plan, none were exercisable. The computation of basic and diluted earnings per common share is as follows (in thousands, except for per share figures): Three Months Ended September 30, Six Months Ended September 30, 2024 2023 2024 2023 Net income (loss) $ 2,963 $ ( 1,608 ) $ 2,995 $ ( 1,635 ) Net income attributable to non-controlling interests ( 443 ) ( 1 ) ( 810 ) ( 505 ) Net income (loss) attributable to Air T, Inc. Stockholders $ 2,520 $ ( 1,609 ) $ 2,185 $ ( 2,140 ) Income (loss) per share: Basic $ 0.91 $ ( 0.57 ) $ 0.79 $ ( 0.76 ) Diluted $ 0.91 $ ( 0.57 ) $ 0.79 $ ( 0.76 ) Antidilutive shares excluded from computation of income (loss) per share — — — — Weighted Average Shares Outstanding: Basic 2,760 2,820 2,760 2,820 Diluted 2,760 2,820 2,760 2,820 12 6. Intangible Assets and Goodwill Intangible assets as of September 30, 2024 and March 31, 2024 consisted of the following (in thousands): September 30, 2024 Gross Carrying Amount Accumulated Amortization Net Book Value Purchased software $ 573 $ ( 487 ) $ 86 Internally developed software 3,744 ( 974 ) 2,770 In-place lease and other intangibles 1,094 ( 405 ) 689 Customer relationships 8,254 ( 1,761 ) 6,493 Patents 1,112 ( 1,111 ) 1 Other 1,521 ( 1,055 ) 466 16,298 ( 5,793 ) 10,505 In-process software 236 — 236 Intangible assets, total $ 16,534 $ ( 5,793 ) $ 10,741 March 31, 2024 Gross Carrying Amount Accumulated Amortization Net Book Value Purchased software $ 582 $ ( 452 ) $ 130 Internally developed software 3,657 ( 790 ) 2,867 In-place lease and other intangibles 1,094 ( 348 ) 746 Customer relationships 8,009 ( 1,427 ) 6,582 Patents 1,112 ( 1,109 ) 3 Other 1,502 ( 993 ) 509 15,956 ( 5,119 ) 10,837 In-process software 141 — 141 Intangible assets, total $ 16,097 $ ( 5,119 ) $ 10,978 Based on the intangible assets recorded at September 30, 2024 and assuming no subsequent additions to, or impairment of the underlying assets, the remaining estimated annual amortization expense is expected to be as follows: (In thousands) Year ending March 31, Amortization 2025 (excluding the six months ended September 30, 2024) $ 594 2026 1,130 2027 1,056 2028 998 2029 990 2030 986 Thereafter 4,751 $ 10,505 The carrying amount of goodwill as of September 30, 2024 and March 31, 2024 was $ 10.7 million and $ 10.5 million, respectively. The increase from the prior fiscal year end balance is attributable to foreign currency translation adjustments related to the goodwill balance at Shanwick. There was no impairment on goodwill during the six months ended September 30, 2024. 13 7. Investments in Securities and Derivative Instruments As part of the Company’s interest rate risk management strategy, the Company, from time to time, uses derivative instruments to minimize significant unanticipated earnings fluctuations that may arise from rising variable interest rate costs associated with existing borrowings (Term Note A - MBT and Term Note D - MBT). To meet these objectives, the Company entered into interest rate swaps with notional amounts consistent with the outstanding debt on Term Note A - MBT and Term Note D - MBT, which were designated as effective hedges. On August 31, 2021, Air T refinanced Term Note A and fixed its interest rate at 3.42 %. As a result of this refinancing, the Company determined that the interest rate swap on Term Note A was no longer an effective hedge. The Company amortized the fair value of the interest-rate swap contract included in accumulated other comprehensive income (loss) associated with Term Note A at the time of de-designation into earnings over the remainder of its term. On July 10, 2024, the interest rate swap on Term Note A - MBT was terminated and the Company received proceeds in the amount $ 0.1 million with the net realized loss on swap termination included in other income (loss) on the condensed consolidated statement of income (loss). The swap termination has no impact on the Company's accounting for the fair value adjustments of the interest-rate swap contract included in accumulated other comprehensive income (loss) associated with Term Note A - MBT. On July 10, 2024, the interest rate swap on Term Note D - MBT was also terminated and the Company received proceeds in the amount $ 41.0 thousand with the net realized loss on swap termination included in other income (loss) on the condensed consolidated statement of income (loss). As a result of this swap termination, the Company determined that the interest rate swap on Term Note D - MBT was no longer an effective hedge. The Company will amortize the fair value of the interest-rate swap contract included in accumulated other comprehensive income (loss) associated with Term Note D - MBT at the time of de-designation into earnings over the remaining term of the interest rate swap prior to termination. On January 7, 2022, Contrail completed an interest rate swap transaction with Old National Bank ("ONB") with respect to the $ 43.6 million loan made to Contrail in November 2020 pursuant to the Main Street Priority Loan Facility as established by the U.S. Federal Reserve ("Contrail - Term Note G"). The purpose of the floating-to-fixed interest rate swap transaction was to effectively fix the loan interest rate at 4.68 %. As of February 24, 2022, this swap contract was designated as a cash flow hedging instrument and qualified as an effective hedge in accordance with ASC 815. On March 30, 2023, Contrail made a prepayment of $ 6.7 million on Contrail - Term Note G. As a result of this prepayment, the Company determined that the interest rate swap on Contrail - Term Note G was no longer an effective hedge. The Company will amortize the fair value of the interest-rate swap contract included in accumulated other comprehensive income (loss) associated with Contrail - Term Note G at the time of de-designation into earnings over the remainder of its term. In addition, any changes in the fair value of Contrail - Term Note G's swap after March 30, 2023 are recognized directly into earnings. When the interest rate swaps were designated as effective hedges, the effective portion of changes in the fair value on these instruments were recorded in other comprehensive income (loss) and reclassified into the consolidated statement of income (loss) as interest expense in the same period in which the underlying hedged transaction affected earnings. The changes in the fair value of the instruments during the three and six months ended September 30, 2024 and 2023, inclusive of Term Note D - MBT due to its effective hedge designation at the time, were not material. The interest rate swaps are considered Level 2 fair value measurements. As of September 30, 2024 and March 31, 2024, the fair value of these interest-rate swap contracts was an asset of $ 0.8 million and $ 1.9 million, respectively, which is included within other assets in the condensed consolidated balance sheets. We estimate that $ 0.8 million of net unrealized gains related to the interest rate swaps included in accumulated other comprehensive income (loss) will be reclassified into earnings within the next twelve months. The Company also invests in exchange-traded marketable securities and accounts for that activity in accordance with ASC 321, Investments- Equity Securities. Marketable equity securities are carried at fair value, with changes in fair market value included in the determination of net income. The fair market value of marketable equity securities is determined based on quoted market prices in active markets and are therefore, considered Level 1 fair value measurements. The Company's gross unrealized gains and losses on equity securities for the three and six months ended September 30, 2024 and 2023 are as follows (in thousands): Three Months Ended September 30, Six Months Ended September 30, 2024 2023 2024 2023 Unrealized Gains $ 216 $ 389 $ 441 $ 925 Unrealized Losses $ 368 $ 1,124 $ 672 $ 1,832 These unrealized gains and losses are included in other income (loss) on the condensed consolidated statement of income (loss). As of September 30, 2024 and March 31, 2024, the fair value of these marketable equity securities was an asset of $ 1.4 million and $ 1.9 million, respectively, which is included within restricted investments and other current assets in the condensed consolidated balance sheets. 14 8. Equity Method Investments Lendway, Inc. investment The Company’s investment in Lendway (NASDAQ: LDWY), formerly Insignia Systems, Inc., is accounted for under the equity method of accounting. The Company elected a three-month lag upon adoption of the equity method. On August 2, 2023, Insignia reincorporated in the state of Delaware as Lendway, Inc. Subsequent to reincorporation, Lendway sold its legacy business on August 4, 2023 and pivoted the business towards specialty agricultural finance. On February 26, 2024, Lendway acquired Bloomia B.V. ("Bloomia"), marking its first investment in specialty agriculture and underscoring its strategy of targeting high-quality agricultural assets and enterprises. As of September 30, 2024, the Company owned 487,000 Lendway shares, representing approximately 27.5 % of Lendway's outstanding shares. On August 15, 2024, the Company entered into a delayed draw term loan with Lendway for up to $ 2.5 million with an interest rate of 8.0 %. On September 27, 2024 the borrowing limit was increased to $ 3.5 million and as of September 30, 2024, $ 2.0 million has been drawn. All outstanding principal and accrued interest will become due and payable to the Company on the maturity date, which is the earlier of August 15, 2029 or by written demand of the Company after February 15, 2026. Prior to the maturity, Lendway may prepay any accrued interest or principal outstanding without penalty. Cadillac Casting, Inc. investment The Company's 20.1 % investment in Cadillac Casting, Inc. ("CCI") is accounted for under the equity method of accounting. Due to the differing fiscal year-ends, the Company has elected a three-month lag to record the CCI investment, with a basis difference decrease of $ 0.3 million. The Company recorded a basis difference adjustment of $ 12.0 thousand and $ 25.0 thousand in each of the three and six months ended September 30, 2024. CCI and Lendway's combined summarized unaudited financial information for the three and six months ended June 30, 2024 and 2023 is as follows (in thousands): Three Months Ended Six Months Ended June 30, 2024 June 30, 2023 June 30, 2024 June 30, 2023 Revenue $ 52,662 $ 47,905 $ 98,419 $ 99,062 Gross Profit 7,434 7,548 13,440 15,352 Operating income 1,823 3,984 3,029 9,245 Net income 755 3,295 2,081 8,410 Crestone Asset Management, LLC investment On May 5, 2021, the Company formed an aircraft asset management business called Crestone Asset Management, LLC ("CAM"), formerly known as Contrail Asset Management LLC, and an aircraft capital joint venture called Crestone JV II LLC ("CJVII"), formerly known as Contrail JV II LLC. The venture focuses on acquiring commercial aircraft and jet engines for leasing, trading and disassembly. The joint venture, CJVII, was formed as a series LLC ("CJVII Series"). It consists of several individual series that target investments in current generation narrow-body aircraft and engines, building on Contrail’s origination and asset management expertise. CAM was formed to serve two separate and distinct functions: 1) to direct the sourcing, acquisition and management of aircraft assets owned by CJVII Series as governed by the Management Agreement between CJVII and CAM (“Asset Management Function”), and 2) to directly invest into CJVII Series alongside other institutional investment partners (“Investment Function”). CAM has two classes of equity interests: 1) common interests and 2) investor interests. Neither interest votes as the entity is operated by a Board of Directors. The common interests of CAM relate to its Asset Management Function. The investor interests of CAM relate to the Company’s and Mill Road Capital’s (“MRC”) investments through CAM into CJVII (the Investment Function) and ultimately into the individual CJVII Series. With regard to CAM’s common interests, the Company currently owns 90 % of the economic common interests in CAM, and MRC owns the remaining 10 %. MRC invested $ 1.0 million directly into CAM in exchange for 10 % of the common interests. For the Asset Management Function, CAM receives origination fees, management fees, consignment fees (where applicable) and a carried interest from the direct investors into each CJVII Series. Such fee income and carried interest will be distributed to the Company and MRC in proportion to their respective common interests. The Company determined that CAM is a variable interest entity and that the Company is not the primary beneficiary. This is primarily the result of the Company's conclusion that it does not control CAM’s Board of Directors, which has the power to direct the activities that most significantly impact the economic performance of CAM. Accordingly, the Company does not consolidate CAM and has determined to account for this investment using equity method accounting. The Company accounts for its investment in CAM using the hypothetical liquidation at book value ("HLBV") method without a reporting lag. The HLBV method uses a balance sheet approach to capture changes in the Company's claim on CAM's net assets from a period-end hypothetical liquidation at book value. This approach provides a more accurate reflection of the Company's investment in CAM, compared to recording its proportionate share of income or loss. CAM's HLBV net assets, including common interests and investor interests, was $ 29.9 million and $ 22.5 million as of September 30, 2024 and 2023, respectively. Additionally, contributions from and distributions to both Air T and MRC for the three and six months ended September 30, 2024 and 2023 is as follows (in thousands): Three Months Ended Six Months Ended September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023 Contributions $ — $ — $ — $ 457 Distributions $ 676 $ 705 $ 2,277 $ 1,348 Investment balances for the Company's equity method investees as of September 30, 2024 and March 31, 2024 is as follows (in thousands): Investment September 30, 2024 March 31, 2024 Lendway $ 1,853 $ 2,339 CCI 4,474 3,723 CAM 8,949 7,397 Other equity method investments 2,316 3,194 Total $ 17,592 $ 16,653 Net income (loss) attributable to Air T, Inc. stockholders for the Company's equity method investees, included in non-operating (expense) income on the condensed consolidated statements of income (loss), including basis difference adjustments, during the three and six months ended September 30, 2024 and 2023 is as follows (in thousands): Three Months Ended Six Months Ended Investment September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023 Lendway $ ( 206 ) $ ( 10 ) $ ( 496 ) $ 437 CCI 77 656 751 1,339 CAM 2,345 ( 67 ) 3,839 ( 562 ) Other equity method investments 130 169 175 225 Total $ 2,346 $ 748 $ 4,269 $ 1,439 The Company's equity method investees may, from time to time, make distributions and dividends to the Company in accordance with accumulated earnings at the investee. For the three and six months ended September 30, 2024 and 2023, the Company received distributions and dividends from equity method investees as follows (in thousands): Three Months Ended Six Months Ended Investment September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023 Lendway $ — $ — $ — $ — CCI — 151 — 452 CAM 676 580 2,277 1,196 Other equity method investments 118 35 1,051 169 Total $ 794 $ 766 $ 3,328 $ 1,817 15 9. Inventories Inventories consisted of the following (in thousands): September 30, 2024 March 31, 2024 Overnight air cargo: Finished goods $ 1,122 $ 893 Ground equipment manufacturing: Raw materials 7,517 5,171 Work in process 2,537 5,244 Finished goods 4,894 2,770 Corporate and other: Raw materials 1,166 1,003 Finished goods 723 724 Commercial jet engines and parts: Parts 38,189 49,522 Total inventories 56,148 65,327 Reserves ( 4,874 ) ( 4,607 ) Total inventories, net of reserves $ 51,274 $ 60,720 16 10. Lessor Arrangements Equipment Leases The Company leases equipment to third-parties, primarily through Contrail. Leases for aircraft and engines to aviation customers typically have terms ranging from 1 and 4 years under operating lease agreements. On August 26, 2024, Contrail executed the operating agreement for CASP Leasing 1, LLC ("CASP"), a newly created and 95 % owned subsidiary of Contrail. On August 29, 2024, CASP entered into two purchase agreements to acquire and subsequently lease two Airbus Model A321-111 aircraft. For the assets currently on lease, there are no options for the lessees to purchase the assets at the end of the lease term. The Company depreciates the aircrafts and engines on a straight-line basis over the assets' useful life from the acquisition date to an estimated residual value. During the three and six months ended September 30, 2024, the Company recognized depreciation expense relating to equipment leases of $ 0.2 million and $ 0.3 million, respectively. Depreciation expense relating to equipment leases for the three and six months ended September 30, 2023 was not material. Future minimum rental payments to be received do not include contingent rentals that may be received under certain leases because amounts are based on usage. During the respective three and six months ended September 30, 2024, earned contingent rent on equipment leases totaled approximately $ 0.1 million. The Company had no contingent rent earned on equipment leases during the three and six months ended September 30, 2023. As of September 30, 2024, future minimum rental payments to be received under non-cancelable leases are as follows (in thousands): Year ended March 31, 2025 (excluding the six months ended September 30, 2024) $ 968 2026 3,349 2027 3,316 2028 2,843 Thereafter — Total $ 10,476 Office leases The Company, through its wholly owned subsidiary, Wolfe Lake, leases offices to third parties with lease terms between 5 and 29 years under operating lease agreements. For the offices currently on lease, there are no options for the lessees to purchase the spaces at the end of the leases. Our contractual obligations for offices currently on lease can include termination and renewal options. We utilize the reasonably certain threshold criteria in determining which options our customers will exercise. The Company depreciates the assets on a straight-line basis over the assets' useful life. During the respective three months ended September 30, 2024 and 2023, depreciation expense relating to office leases was $ 0.1 million. During the respective six months ended September 30, 2024 and 2023, depreciation expense relating to office leases was $ 0.2 million. During the three and six months ended September 30, 2024, the Company recognized rental and other revenues related to operating lease payments of $ 0.4 million and $ 0.9 million, respectively, of which variable lease payments were $ 0.2 million and $ 0.4 million, respectively. During the three and six months ended September 30, 2023, the Company recognized rental and other revenues related to operating lease payments of $ 0.4 million and $ 0.8 million, respectively, of which variable lease payments were $ 0.2 million and $ 0.3 million, respectively. Future minimum rental payments to be received do not include variable lease payments that may be received under certain leases because amounts are based on usage. The following table sets forth the undiscounted cash flows for future minimum base rents to be received from customers for office leases in effect as of September 30, 2024: Year ended March 31, 2025 (excluding the six months ended September 30, 2024) $ 483 2026 929 2027 901 2028 761 2029 684 2030 665 Thereafter 1,842 Total $ 6,265 17 11. Lessee Arrangements The Company has operating leases for the use of real estate, machinery, and office equipment. The majority of our leases have a lease term of 2 to 5 years; however, we have certain leases with longer terms of up to 30 years. Many of our leases include options to extend the lease for an additional period. The lease term for all of the Company’s leases includes the non-cancellable period of the lease, plus any additional periods covered by either a Company option to extend the lease that the Company is reasonably certain to exercise, or an option to extend the lease controlled by the lessor that is considered likely to be exercised. Payments due under the lease contracts include fixed payments plus, for some of our leases, variable payments. Variable payments are typically operating costs associated with the underlying asset and are recognized when the event, activity, or circumstance in the lease agreement on which those payments are assessed occurs. Our leases do not contain residual value guarantees. The Company has elected to combine lease and non-lease components as a single component and not to recognize leases on the balance sheet with an initial term of one year or less. The interest rate implicit in lease contracts is typically not readily determinable, and as such the Company utilizes the incremental borrowing rate to calculate lease liabilities, which is the rate incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. The components of lease cost for the three and six months ended September 30, 2024 and 2023 are as follows (in thousands): Three Months Ended September 30, Six Months Ended September 30, 2024 2023 2024 2023 Operating lease cost $ 749 $ 742 $ 1,418 $ 1,424 Short-term lease cost 289 298 583 384 Variable lease cost 236 178 462 363 Total lease cost $ 1,274 $ 1,218 $ 2,463 $ 2,171 Amounts reported in the consolidated balance sheets for leases where we are the lessee as of September 30, 2024 and March 31, 2024 were as follows (in thousands): September 30, 2024 March 31, 2024 Operating leases Operating lease ROU assets $ 14,224 $ 11,376 Operating lease liabilities $ 15,185 $ 12,276 Weighted-average remaining lease term Operating leases 10 years, 5 months 12 years, 1 month Weighted-average discount rate Operating leases 5.63 % 5.09 % During the six months ended September 30, 2024, the Company had ROU assets that were obtained in exchange for new operating lease liabilities in the amount of $ 3.8 million. Maturities of lease liabilities under non-cancellable leases where we are the lessee as of September 30, 2024 are as follows (in thousands): Operating Leases 2025 (excluding the six months ended September 30, 2024) $ 1,563 2026 3,051 2027 2,913 2028 2,291 2029 1,726 2030 977 Thereafter 7,669 Total undiscounted lease payments 20,190 Interest ( 5,005 ) Total lease liabilities $ 15,185 18 12. Financing Arrangements Borrowings of the Company and its subsidiaries are summarized below at September 30, 2024 and March 31, 2024, respectively. On May 30, 2024, Contrail, a majority-owned subsidiary of the Company, entered into a Membership Interest Redemption and Earnout Agreement (the “Redemption Agreement”) with OCAS, Inc., a corporation owned by the Chief Executive Officer of Contrail, Joe Kuhn (the “Seller”). Pursuant to the Redemption Agreement, Contrail agreed to purchase and redeem from the Seller, 16 % of its 21 % interest in Contrail, effective as of April 1, 2024. The purchase price for the redeemed interest is $ 4.6 million, plus an earnout amount. The cash purchase price is payable pursuant to a secured, subordinated promissory note ("OCAS Loan"), payable beginning on May 1, 2024 and monthly thereafter for a 12-month period of interest payments only with the outstanding balance amortized and paid over the following three years . Interest accrues on the principal amount at an annual rate equal to the 10-year Treasury bond yield plus 375 basis points, compounded monthly. The rate adjusts on each anniversary date of the note. The payment obligation under the note may be deferred if Contrail’s forecast indicates that any payment following the first 12-month period would cause a loan default or a loan default exists. Initially, the payment obligation would revert back to interest only, unless a default exists, in which case no payment would be required. If Contrail is unable to make a payment for 12 months, then interest shall cease to accrue. The note is expressly subordinated to the payment in full of all indebtedness of Contrail on or prior to the date of the note or thereafter created. The OCAS Loan is classified as related party debt on the Company's condensed consolidated balance sheet. As a result, it is excluded from the tables of current financing arrangements and contractual financing obligations below. On August 29, 2024, the Company and twelve of the Company’s subsidiaries ("Alerus Loan Parties") entered into a credit agreement (the “New Credit Agreement”) with Alerus Financial, National Association (the “Lender”). The New Credit Agreement provides for a secured revolving credit facility ("Revolver - Alerus") in an initial maximum principal amount of up to $ 14.0 million. Availability under the Revolver - Alerus is subject to a borrowing base and provides for a sub-facility for the issuance of letters of credit in an aggregate amount not to exceed $ 3.0 million, with the outstanding amount of any such letters of credit reducing availability for borrowings under the revolving credit facility. Revolver - Alerus matures on February 28, 2026 and the balance outstanding bears interest at a rate per annum equal to the greater of 5.00 % or one-month SOFR plus 2.00 %. In addition to the Revolver - Alerus, the New Credit Agreement provides for two secured term loans – Term Note A ("Term Note A - Alerus") and Term Note B ("Term Note B - Alerus"). Term Note A - Alerus is a loan in the principal amount of $ 10.7 million that matures on August 15, 2029 that bears interest at a rate per annum equal to the greater of 5.00 % or one-month SOFR plus 2.00 %. Term Note A - Alerus requires monthly payments of principal commencing September 15, 2024 with such payments set at a seven year level principal amortization and a payment of $ 3.2 million due at maturity. Term Note B - Alerus is a loan in the principal amount of $ 2.3 million that matures on August 15, 2029 and bears interest at a rate per annum equal to the greater of 5.00 % or one-month SOFR plus 2.00 %. Term Note B - Alerus requires monthly payments of principal commencing September 15, 2024 with such payments set at a 25 year level principal amortization and a payment of $ 1.8 million due at maturity. Term Note A and Term Note B may be prepaid in whole or in part at any time, subject to accrued interest and a prepayment premium. The prepayment premium is: 3.00 % of the prepaid amount in the first loan year, 2.00 % in the second and third loan years, 1.00 % in the fourth and fifth loan years, and no premium after the fifth loan year. No prepayment premium applies if it is refinanced by the Lender or prepaid with funds from the Alerus Loan Parties’ internally generated cash flows. The Alerus Loan Parties are co-borrowers under the New Credit Agreement and each of the notes and include the following subsidiaries: AirCo, LLC, Airco 2, LLC, Air’Zona Aircraft Services, Inc., AirCo Services, LLC, CSA Air, Inc., Global Ground Support, LLC, Jet Yard, LLC, Jet Yard Solutions, LLC, Mountain Air Cargo, Inc., Stratus Aero Partners, LLC, Worldwide Aircraft Services, Inc., and Worthington Aviation, LLC. The obligations of the Alerus Loan Parties under the New Credit Agreement and the notes are secured by a first priority security interest in substantially all of the Alerus Loan Parties' current assets, including accounts receivable and inventory. The Company is not a borrower under the New Credit Agreement but has guaranteed the obligations of the Borrowers owed to the Lender. In addition, Air T, Inc. has pledged a brokerage account of marketable securities held at a securities intermediary to secure the obligations. Furthermore, the obligations are further secured by a deed of trust on approximately 4.626 acres of real estate that includes a 13,000 square foot office building in Denver, North Carolina. The New Credit Agreement contains a financial covenant that the Borrowers will not permit the debt service coverage ratio to be less than 1.25 to 1.00 at any quarterly measurement date or permit the leverage ratio to be greater than 3.00 to 1.00 at any semi-annual measurement date. The New Credit Agreement also includes other customary representations and warranties, affirmative covenants, negative covenants and events of default. Upon the occurrence of events of default, the obligations to the Lender may be accelerated and the commitments may be terminated. In connection with the closing of the New Credit Agreement, the Company and its subsidiaries used proceeds from the new financing to satisfy and discharge all obligations, and terminated all commitments, under the Company’s previous secured credit facility with Minnesota Bank & Trust ("MBT"). All debt issuance cost were expensed as debt extinguishment cost within other income (loss) on the condensed consolidated statement of income (loss). The Company incurred no termination penalties in connection with such termination. On September 12, 2024, Contrail entered into the Fifth Amendment to the Master Loan Agreement dated June 24, 2019 and Supplement #11 to the Master Loan Agreement, and Term Note J with Old National Bank ("ONB"). Term Note J is a term loan in the principal amount of $ 10.0 million. The loan bears a variable monthly interest rate at the 1-month SOFR Rate plus 3.86 % and requires equal monthly payments of principal and interest until the loan maturity date of September 12, 2028. The loan requires compliance with covenants that require minimum Tangible Net Worth of $ 15.0 million and a Quarterly Cash Flow Coverage of not less than 1.25 to 1.0. In order to induce ONB to enter into these agreements, Contrail and OCAS, Inc. entered into a subordination agreement dated September 12, 2024 to address certain loan matters and to establish the priority of repayment of Contrail’s debt to ONB over the OCAS Loan in the original principal amount of $ 4.6 million. The following table provides certain information about the current financing arrangements of the Company and its subsidiaries (other than related party obligations) as of September 30, 2024: (In Thousands) September 30, 2024 March 31, 2024 Maturity Date Interest Rate Unused commitments at September 30, 2024 Type of Debt Air T Debt Revolver - MBT 1 $ — $ — 8/31/2024 SOFR + range of 2.25 % - 3.25 % Recourse Term Note A - MBT 1 — 6,955 8/31/2031 3.42 % Recourse Term Note B - MBT 1 — 2,456 8/31/2031 3.42 % Recourse Term Note D - MBT 1 — 1,271 1/1/2028 1-month LIBOR + 2.00 % Recourse Term Note F - MBT 1 — 783 1/31/2028 Greater of 6.00 % or Prime + 1.00 % Recourse Debt - Trust Preferred Securities 2 34,306 34,214 6/7/2049 8.00 % Recourse Total 34,306 45,679 Jet Yard Debt Term Loan - MBT 1 — 1,749 8/31/2031 4.14 % Recourse Total — 1,749 Alerus Loan Parties Debt Revolver - Alerus 12,930 — 2/28/2026 Greater of 5.00 % or 1-month SOFR + 2.00 % 1,070 Recourse Term Note A - Alerus 10,592 — 8/15/2029 Greater of 5.00 % or 1-month SOFR + 2.00 % Recourse Term Note B - Alerus 2,272 — 8/15/2029 Greater of 5.00 % or 1-month SOFR + 2.00 % Recourse Total 25,794 — Contrail Debt Revolver - ONB 815 3,476 11/24/2025 1-month SOFR + 3.56 % $ 24,185 Limited recourse 3 Term Loan G - ONB 14,918 14,918 11/24/2025 1-month SOFR + 3.11 % Limited recourse 3 Term Note I - ONB 4,580 10,000 9/28/2025 1-month SOFR + 3.11 % Limited recourse 3 Term Note J - ONB 10,000 — 9/12/2028 1-month SOFR + 3.86 % Limited recourse 3 Total 30,313 28,394 AirCo 1 Debt Term Loan - PSB 5,434 5,434 12/11/2025 3-month SOFR + 3.26 % Non-recourse Total 5,434 5,434 Wolfe Lake Debt Term Loan - Bridgewater 9,197 9,327 12/2/2031 3.65 % Non-recourse Total 9,197 9,327 Air T Acquisition 22.1 Term Loan - Bridgewater 4,000 4,000 2/8/2027 4.00 % Non-recourse Term Loan A - ING 1,679 1,946 2/1/2027 3.50 % Non-recourse Term Loan B - ING 1,120 1,081 5/1/2027 4.00 % Non-recourse Total 6,799 7,027 WASI Debt Promissory Note - Seller's Note 627 849 1/1/2026 6.00 % Non-recourse Total 627 849 AAM 24-1 Debt Promissory Notes - Honeywell 15,000 15,000 2/22/2031 8.50 % Non-recourse Total 15,000 15,000 Total Debt 127,470 113,459 Unamortized Premiums and Debt Issuance Costs ( 671 ) ( 533 ) Total Debt, net $ 126,799 $ 112,926 At September 30, 2024, our contractual financing obligations, including payments due by period, are as follows (in thousands): Due by Amount September 30, 2025 $ 12,390 September 30, 2026 38,064 September 30, 2027 8,874 September 30, 2028 4,429 September 30, 2029 6,693 Thereafter 57,020 127,470 Unamortized Premiums and Debt Issuance Costs ( 671 ) $ 126,799 1 The revolver and term notes with MBT were fully paid off with the proceeds from the new credit agreement with Alerus. The Company terminated all commitments under the credit facility with MBT as of August 29, 2024. 2 Does not include $ 9.0 million held by wholly-owned subsidiaries of the Company. 3 Includes Air T's guarantee of approximately $ 1.6 million. 19 13. Shares Repurchased On May 14, 2014, the Company announced that its Board of Directors had authorized a program to repurchase up to 750,000 (retrospectively adjusted to 1,125,000 after the stock split on June 10, 2019) shares of the Company’s common stock from time to time on the open market or in privately negotiated transactions, in compliance with SEC Rule 10b-18, over an indefinite period. No shares were repurchased during the quarter ended September 30, 2024. The excise tax incurred in connection with the Company's stock repurchases during the six months ended September 30, 2024 was not material. 14. Geographical Information Total tangible long-lived assets, which include property and equipment as well as assets on lease, net of accumulated depreciation, located in the United States, the Company's country of domicile, and held outside the United States, are summarized in the following table as of September 30, 2024 and March 31, 2024 (in thousands): September 30, 2024 March 31, 2024 United States $ 20,582 $ 20,807 Foreign 15,915 306 Total tangible long-lived assets, net $ 36,497 $ 21,113 The net book value of tangible long-lived assets located within each individual foreign country at September 30, 2024 and March 31, 2024 is listed below (in thousands): September 30, 2024 March 31, 2024 Bulgaria $ 15,617 $ — Thailand 239 252 Other 59 54 Total tangible long-lived assets, net $ 15,915 $ 306 Total revenue, in and outside the United States, is summarized in the following table for the six months ended September 30, 2024 and September 30, 2023 (in thousands): Six Months Ended September 30, 2024 2023 United States $ 123,912 $ 128,435 Foreign 23,742 21,962 Total revenue $ 147,654 $ 150,397 20 15. Segment Information The Company has four business segments: overnight air cargo, ground equipment sales, commercial jet engine and parts, and corporate and other. Segment data is summarized as follows (in thousands): (In Thousands) Three Months Ended September 30, Six Months Ended September 30, 2024 2023 2024 2023 Operating Revenues by Segment: Overnight Air Cargo Domestic $ 31,137 $ 28,099 $ 60,680 $ 55,236 International 50 98 890 689 Total Overnight Air Cargo 31,187 28,197 61,570 55,925 Ground Equipment Sales: Domestic 13,872 8,833 19,671 20,532 International 582 3,413 2,138 3,501 Total Ground Equipment Sales 14,454 12,246 21,809 24,033 Commercial Jet Engines and Parts: Domestic 22,695 28,763 41,155 50,730 International 10,231 7,715 18,021 15,594 Total Commercial Jet Engines and Parts 32,926 36,478 59,176 66,324 Corporate and Other: Domestic 1,283 1,019 2,406 1,937 International 1,392 1,026 2,693 2,178 Total Corporate and Other 2,675 2,045 5,099 4,115 Total 81,242 78,966 147,654 150,397 Operating Income (Loss): Overnight Air Cargo 1,807 2,039 3,645 3,974 Ground Equipment Sales 418 ( 12 ) ( 358 ) ( 97 ) Commercial Jet Engines and Parts 3,648 1,152 4,743 2,629 Corporate and Other ( 1,974 ) ( 2,418 ) ( 4,709 ) ( 5,084 ) Total 3,899 761 3,321 1,422 Capital Expenditures: Overnight Air Cargo 70 46 261 204 Ground Equipment Sales 158 25 212 58 Commercial Jet Engines and Parts 14,612 21 14,674 141 Corporate and Other — 61 32 154 Total 14,840 153 15,179 557 Depreciation and Amortization: Overnight Air Cargo 112 90 210 175 Ground Equipment Sales 95 35 190 70 Commercial Jet Engines and Parts 369 189 560 380 Corporate and Other 373 386 749 764 Total $ 949 $ 700 $ 1,709 $ 1,389 21 16. Commitments and Contingencies Put/Call Options and Earnout Contrail entered into an Operating Agreement (the “Contrail Operating Agreement”) in connection with the acquisition of Contrail providing for the governance of and the terms of membership interests in Contrail and including put and call options with the Seller to require Contrail to purchase all of the Seller’s equity membership interests in Contrail commencing on the fifth anniversary of the acquisition, which occurred on July 18, 2021. On May 30, 2024, Contrail entered into a Membership Interest Redemption and Earnout Agreement (the "Redemption Agreement") with the Seller. Pursuant to the Redemption Agreement, Contrail agreed to purchase and redeem from the Seller, 16 % of its 21 % interest in Contrail, with the earnout period being retroactive to April 1, 2024. The purchase price for the redeemed interest is $ 4.6 million in the form of a secured, subordinated promissory note, plus an earnout amount valued at $ 1.1 million. Under the Redemption Agreement, the Seller is entitled to an annual earnout payment equal to 9.14 % of Contrail's adjusted EBITDA over $ 7.0 million in each fiscal year beginning on March 31, 2025 and continuing through March 31, 2029. Pursuant to the Redemption Agreement, Contrail is required to calculate the earnout payments annually within 30 days following the completion of the annual audits of the Company and Contrail and payment of any amount due is required following satisfaction of a procedure to address any objections to the calculated amount. The earnout pursuant to the Redemption Agreement is a Level 3 fair value measurement that is valued at $ 1.4 million as of September 30, 2024 with an increase in value from the effective date of April 1, 2024 in the amount of $ 0.3 million included as part of other non-operating income in the condensed consolidated statements of income (loss). In connection with the Redemption Agreement, the parties agreed to certain technical amendments to the First Amended and Restated Operating Agreement of Contrail and entered into a new Put and Call Agreement with respect to the remaining 5 % interest in Contrail held by the Seller. Pursuant to the new Put and Call Agreement, commencing April 1, 2026 and at any time thereafter, either Contrail or the Seller has the option to elect by written notice to purchase or sell all of the remaining 5 % interest in Contrail held by the Seller. The purchase price for the 5 % interest is equal to 5 % of the Contrail Equity Value, which is defined as an amount equal to nine times the average Adjusted EBITDA of Contrail's most recent three completed fiscal years at the time an option notice is delivered. The purchase price for the 5 % interest is to be paid in equal quarterly installments over a three-year period, together with interest at the then current ten-year Treasury bond yield plus 2.5 % adjusted annually. The Company has presented this redeemable non-controlling interest in Contrail ("Contrail RNCI") between the liabilities and equity sections of the accompanying condensed consolidated balance sheets. In addition, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the greater of fair value on the date of the agreement, adjusted for allocable income and loss, or the redemption value at the end of each reporting period. In February 2022, in connection with the Company's acquisition of GdW, a consolidated subsidiary of Shanwick, the Company entered into a shareholder agreement with the 30.0 % non-controlling interest owners of Shanwick, providing for the governance of and the terms of membership interests in Shanwick. The shareholder agreement includes the Shanwick Put/Call Option with regard to the 30.0 % non-controlling interest. The non-controlling interest holders are the executive management of the underlying business. The Shanwick Put/Call Option grants the Company an option to purchase the 30.0 % interest at the call option price that equals the average EBIT over the three Financial Years prior to the exercise of the Call Option multiplied by eight . In addition, the Shanwick Put/Call Option also grants the non-controlling interest owners an option to require the Company to purchase from them their respective ownership interests at the Put Option price, that is equal to the average EBIT over the three Financial Years prior to the exercise of the Put Option multiplied by seven and one-half. The Call Option and the Put Option may be exercised at any time from the fifth anniversary of the shareholder agreement and then only at the end of each fiscal year of Air T ("Shanwick RNCI"). The Company has presented the Shanwick RNCI between the liabilities and equity sections of the accompanying condensed consolidated balance sheets. In addition, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the estimated redemption value at the end of each reporting period. As the Shanwick RNCI will be redeemed at established multiples of EBIT, it is considered redeemable at other than fair value. Changes in its estimated redemption value are recorded on our consolidated statements of operations within non-controlling interests. The Shanwick RNCI and Contrail RNCI are measured at the higher of their carrying value or their redemption value. As of September 30, 2024, the balances were comprised of the following (in thousands): Shanwick RNCI Contrail RNCI Total Beginning Balance as of April 1, 2024 $ 5,540 $ 7,436 $ 12,976 Contribution from non-controlling members — — — Distribution to non-controlling members ( 323 ) ( 120 ) ( 443 ) Net income attributable to non-controlling interests 25 325 350 Other comprehensive income attributable to the RNCI ( 183 ) — ( 183 ) Redemption value adjustments 466 — 466 Redemption of non-controlling interests — ( 5,899 ) ( 5,899 ) Ending Balance as of September 30, 2024 $ 5,525 $ 1,742 $ 7,267 Crestone Asset Management, LLC and CJVII, LLC For CAM's Investment Function, as described in Note 8 , CAM's initial commitment to CJVII was approximately $ 51.0 million. The Company and MRC have commitments to CAM in the respective amounts of $ 7.0 million and $ 44.0 million. These represent the investor interests of CAM, separate and distinct from the common interests. Any investment returns on CAM’s investor interests are shared pro-rata between the Company and MRC for each individual investment at the CJVII Series. Per its Operating Agreement, CAM is comprised of only two Series: the Onshore and the Offshore Series. Participation in each is determined solely based on whether a potential investment at the CJVII Series is a domestic (Onshore) or international (Offshore) investment. As of September 30, 2024, for its Investment Function, the Company has contributed $ 10.6 million to CAM’s Offshore Series and $ 1.0 million to CAM’s Onshore Series. The Company fulfilled its Investment Function initial commitment to CAM in fiscal year 2023. In connection with the formation of CAM, MRC has a fixed price put option of $ 1.0 million to sell its common equity in CAM to the Company at each of the first three ( 3 ) anniversary dates. At the later of (a) five ( 5 ) years after execution of the agreement and (b) distributions to MRC per the waterfall equal to their capital contributions, Air T has a call option and MRC has a put option on the MRC common interests in CAM ("secondary put and call option"). If either party exercises the option, the exercise price will be fair market value if Air T pays in cash at closing or 112.5 % of fair market value if Air T opts to pay in three ( 3 ) equal annual installments after exercise. With respect to the secondary put and call option, as it is priced at fair value, the Company determined that there is no potential loss or gain upon exercise that would need to be recognized. 2020 Omnibus Stock and Incentive Plan On December 29, 2020, the Company’s Board of Directors unanimously approved the Omnibus Stock and Incentive Plan (the "Plan"), which was subsequently approved by the Company's stockholders at the August 18, 2021 Annual Meeting of Stockholders. The total number of shares authorized under the Plan is 420,000 . Through September 30, 2024, options to purchase up to 326,000 shares have been granted under the Plan. The options vest annually over a period of ten years based on a specified service condition ("vested awards") and expire ten years after vesting. However, the ability to exercise vested awards, occurring at the conclusion of each annual vesting period, is contingent upon the Company's stock price meeting predetermined milestones outlined in the options agreements (the "market condition"). If the market condition is not fulfilled at the annual vesting period on June 30 of every year, the vested awards may not be exercisable at any subsequent point. On the preceding two vesting dates, June 30, 2024 and June 30, 2023, a total of 33,000 shares satisfied the service condition; however, they did not meet the market condition to become exercisable. For the three and six months ended September 30, 2024, 18,000 and 26,000 unvested shares, respectively, were forfeited due to employee departures resulting in the reversal of previously recognized expense of $ 28.0 thousand and $ 53.0 thousand, respectively. For the three and six months ended September 30, 2024, total compensation cost recognized under the Plan was $ 30.0 thousand and $ 72.0 thousand. As of September 30, 2024, options to purchase up to 202,400 shares are outstanding under the Plan. No options were exercisable as of September 30, 2024. 22 17. Guarantees Nonfinancial Guarantees From time to time, we may issue guarantees or indemnifications to third parties assuring performance of lease agreements pertaining to aircraft assets owned by certain CJVII Series ("nonfinancial guarantees"). Air T's performance under these guarantees would be triggered by failure of the series to perform in accordance with the terms stated in the lease agreements. Nonfinancial guarantees and indemnifications are recorded at fair value at their inception. We regularly review our performance risk under these arrangements, and in the event it becomes probable that we will be required to perform under a guarantee or indemnity, the amount of probable payment will be recorded. The maximum potential payments for nonfinancial guarantees were $ 4.8 million and $ 10.1 million at September 30, 2024 and March 31, 2024, respectively. The reduction in the maximum potential payments required for nonfinancial guarantees this quarter, compared to March 31, 2024, stems from a strategic decision to sell the aircraft instead of maintaining it on lease, thereby mitigating future payment obligations for the underlying asset. The carrying value of recorded liabilities related to nonfinancial guarantees was $ 0 at both September 30, 2024 and March 31, 2024. 23 18. Subsequent Events On October 16, 2024, the Company and AAM 24-1, LLC, a wholly-owned subsidiary of the Company ("AAM 24-1") entered into a Second Note Purchase Agreement (the “Second NPA”) with Honeywell Common Investment Fund and Honeywell International Inc. Master Retirement Trust ("Honeywell"). The Second NPA amended and restated the terms of the Company’s previously disclosed Note Purchase Agreement (the “Original NPA”), which was filed in a Current Report on Form 8-K on February 26, 2024. Under the Original NPA, AAM 24-1 had issued and sold $ 15.0 million of 8.5 % senior secured notes. The Second NPA amended and restated the amount issued and sold to $ 30.0 million of 8.5 % senior secured notes (collectively the "Notes") to Honeywell, which includes the $ 15.0 million from the Original NPA bringing the total indebtedness to $ 30.0 million. The Notes mature on March 1, 2031 and bear an annual interest at a rate of 8.5 %. In addition to the 160,000 previously pledged TruPs, 160,000 newly-issued shares of TruPs held by AAM 24-1 are now pledged to Honeywell, in connection with the closing of the S econd NPA. 24