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 December 31, Nine Months Ended December 31, 2024 2023 2024 2023 Operating Revenues: Overnight air cargo $ 30,592 $ 29,018 $ 92,162 $ 84,944 Ground equipment sales 11,846 8,441 33,655 32,474 Commercial jet engines and parts 32,688 24,139 91,865 90,463 Corporate and other 2,754 2,158 7,853 6,273 77,880 63,756 225,535 214,154 Operating Expenses: Overnight air cargo 25,625 24,504 77,661 71,841 Ground equipment sales 10,252 6,964 29,181 27,854 Commercial jet engines and parts 23,685 19,322 65,177 72,562 Corporate and other 993 603 2,724 2,102 General and administrative 14,181 13,272 42,617 37,896 Depreciation and amortization 1,328 699 3,038 2,088 76,064 65,364 220,398 214,343 Operating Income (Loss) 1,816 ( 1,608 ) 5,137 ( 189 ) Non-operating (Expense) Income: Interest expense ( 2,561 ) ( 1,528 ) ( 6,670 ) ( 5,189 ) Income from equity method investments 661 1,038 4,930 2,477 Other ( 812 ) 142 ( 892 ) 8 ( 2,712 ) ( 348 ) ( 2,632 ) ( 2,704 ) (Loss) Income before income taxes ( 896 ) ( 1,956 ) 2,505 ( 2,893 ) Income Tax Expense 347 153 754 851 Net (Loss) Income ( 1,243 ) ( 2,109 ) 1,751 ( 3,744 ) Net Income Attributable to Non-controlling Interests ( 54 ) ( 870 ) ( 863 ) ( 1,375 ) Net (Loss) Income Attributable to Air T, Inc. Stockholders $ ( 1,297 ) $ ( 2,979 ) $ 888 $ ( 5,119 ) (Loss) Income per share (Note 5) Basic $ ( 0.47 ) $ ( 1.06 ) $ 0.32 $ ( 1.82 ) Diluted $ ( 0.47 ) $ ( 1.06 ) $ 0.32 $ ( 1.82 ) Weighted Average Shares Outstanding: Basic 2,756 2,822 2,755 2,820 Diluted 2,756 2,822 2,755 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 December 31, Nine Months Ended December 31, (In Thousands) 2024 2023 2024 2023 Net (Loss) Income $ ( 1,243 ) $ ( 2,109 ) $ 1,751 $ ( 3,744 ) Foreign currency translation (loss) gain ( 615 ) 216 54 ( 19 ) Reclassification of interest rate swaps into earnings ( 207 ) ( 188 ) ( 558 ) ( 568 ) Redemption of non-controlling interest — — 146 — Other 539 ( 38 ) 359 2 Total Other Comprehensive (Loss) Gain ( 283 ) ( 10 ) 1 ( 585 ) Total Comprehensive (Loss) Income ( 1,526 ) ( 2,119 ) 1,752 ( 4,329 ) Comprehensive Income Attributable to Non-controlling Interests ( 54 ) ( 870 ) ( 863 ) ( 1,375 ) Comprehensive (Loss) Income Attributable to Air T, Inc. Stockholders $ ( 1,580 ) $ ( 2,989 ) $ 889 $ ( 5,704 ) See notes to condensed consolidated financial statements. 4 AIR T, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (In thousands, except share amounts) December 31, 2024 March 31, 2024 ASSETS Current Assets: Cash and cash equivalents $ 18,458 $ 7,100 Restricted cash 309 743 Restricted investments 1,182 1,392 Accounts receivable, net of allowance for doubtful accounts of $ 1,685 and $ 1,420 24,583 22,911 Inventories, net 38,539 60,720 Prepaid expenses 2,590 2,351 Due from Crestone Asset Management, LLC ("CAM") for expense reimbursements 120 3,093 Other current assets (includes $ 418 and $ 531 measured at fair value) 4,336 4,567 Total Current Assets 90,117 102,877 Notes Receivable - Lendway, Inc. ("Lendway") 3,500 — Notes Receivable - CAM 2,500 — Assets on lease or held for lease, net of accumulated depreciation of $ 915 and $ 8 15,249 252 Property and equipment, net of accumulated depreciation of $ 8,896 and $ 7,705 20,564 20,861 Intangible assets, net of accumulated amortization of $ 5,943 and $ 5,119 9,984 10,978 Right-of-use ("ROU") assets 13,597 11,376 Equity method investments 18,743 16,653 Other assets (includes $ 735 and $ 1,909 measured at fair value) 2,976 3,630 Goodwill 10,393 10,540 Total Assets 187,623 177,167 LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Accounts payable 10,231 15,072 Income tax payable 71 139 Accrued expenses and other (Note 3) 16,296 15,511 Current portion of long-term debt 17,519 14,358 Current portion of long-term debt - related party (Note 12) 922 — Short-term lease liability 2,292 1,761 Total Current Liabilities 47,331 46,841 Long-term debt 105,356 98,568 Long-term debt - related party (Note 12) 3,648 — Deferred income tax liabilities, net 2,447 2,447 Long-term lease liability 12,265 10,515 Other non-current liabilities 2,576 — Total Liabilities 173,623 158,371 Redeemable non-controlling interests 7,095 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, 2,742,259 and 2,775,163 shares outstanding 758 758 Treasury stock, 287,986 shares at $ 19.55 and 256,850 shares at $ 19.31 ( 5,631 ) ( 4,959 ) Additional paid-in capital 908 859 Retained earnings 9,158 8,192 Accumulated other comprehensive loss ( 79 ) ( 80 ) Total Air T, Inc. Stockholders' Equity 5,114 4,770 Non-controlling Interests 1,791 1,050 Total Equity 6,905 5,820 Total Liabilities and Equity $ 187,623 $ 177,167 See notes to condensed consolidated financial statements. 5 AIR T, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (In Thousands) Nine Months Ended December 31, 2024 2023 CASH FLOWS FROM OPERATING ACTIVITIES: Net Income (Loss) $ 1,751 $ ( 3,744 ) Adjustments to reconcile Net Income (Loss) to net cash provided by operating activities: Depreciation and amortization 3,038 2,088 Income from equity method investments ( 4,930 ) ( 2,477 ) Other 3,219 1,458 Change in operating assets and liabilities: Accounts receivable ( 2,131 ) 8,865 Inventories 21,293 17,061 Accounts payable ( 4,840 ) 3,087 Accrued expenses 741 ( 1,105 ) Employee retention credit receivable — 940 Other 1,236 ( 3,028 ) Net cash provided by operating activities 19,377 23,145 CASH FLOWS FROM INVESTING ACTIVITIES: Investment in unconsolidated entities ( 2,292 ) ( 1,086 ) Distribution from unconsolidated entities 4,624 2,087 Capital expenditures related to property & equipment ( 932 ) ( 678 ) Capital expenditures related to assets on lease or held for lease ( 14,598 ) — Disbursements for note receivable - Lendway ( 3,500 ) — Other ( 102 ) ( 104 ) Net cash (used in) provided by investing activities ( 16,800 ) 219 CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from lines of credit 105,336 84,735 Payments on lines of credit ( 93,212 ) ( 99,426 ) Proceeds from term loan 24,850 — Payments on term loan ( 28,667 ) ( 17,116 ) Proceeds from issuance of Trust Preferred Securities ("TruPs") 548 7,285 Other ( 868 ) ( 629 ) Net cash provided by (used in) financing activities 7,987 ( 25,151 ) Effect of foreign currency exchange rates on cash and cash equivalents 360 ( 116 ) NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH 10,924 ( 1,903 ) 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 18,767 5,187 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 — Due from CAM expense reimbursements converted into notes receivable - CAM 2,500 — 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 ) 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 Net (loss) income* — — — — — ( 2,979 ) — 9 ( 2,970 ) Stock compensation expense — — — — 79 — — — 79 Foreign currency translation gain — — — — — — 216 — 216 Adjustment to fair value of redeemable non-controlling interest — — — — — ( 99 ) — — ( 99 ) Unrealized gain on interest rate swaps, net of tax — — — — — — ( 38 ) — ( 38 ) Reclassification of interest rate swaps into earnings — — — — — — ( 188 ) — ( 188 ) Balance, December 31, 2023 3,030 $ 758 209 $ ( 4,098 ) $ 990 $ 9,014 $ 231 $ 1,059 $ 7,954 (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 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 Net (loss) income* — — — — — ( 1,297 ) — 17 ( 1,280 ) Repurchase of common stock — — 18 ( 371 ) — — — — ( 371 ) Stock compensation expense — — — — 30 — — — 30 Foreign currency translation loss — — — — — — ( 615 ) — ( 615 ) Reclassification of interest rate swaps into earnings — — — — — — ( 207 ) — ( 207 ) Allocation of comprehensive income from unconsolidated investments — — — — — — 8 — 8 Allocation of comprehensive income to redeemable non-controlling interests — — — — — — 531 — 531 Balance, December 31, 2024 3,030 $ 758 288 $ ( 5,631 ) $ 908 $ 9,158 $ ( 79 ) $ 1,791 $ 6,905 * 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 December 31, 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. In November 2024, the FASB issued ASU 2024-03- Income Statement- Reporting Comprehensive Income- Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The amendments in this Update require disaggregated disclosure of income statement expenses for public business entities. The Update does not change the expense captions an entity presents on the face of the income statement; rather, it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact of this amendment on its condensed 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 December 31, Nine Months Ended December 31, 2024 2023 2024 2023 Product Sales Overnight air cargo $ 10,513 $ 10,050 $ 30,281 $ 28,428 Ground equipment sales 10,108 8,080 31,258 31,556 Commercial jet engines and parts 29,488 21,381 83,271 81,535 Corporate and other 395 153 862 775 Support Services Overnight air cargo 20,067 18,929 61,762 56,378 Ground equipment sales 1,486 223 1,939 474 Commercial jet engines and parts 1,846 2,533 6,151 8,393 Corporate and other 1,781 1,478 4,984 3,967 Leasing Revenue Ground equipment sales — 24 30 58 Commercial jet engines and parts 1,172 12 1,687 35 Corporate and other 415 397 1,285 1,209 Other Overnight air cargo 12 39 119 138 Ground equipment sales 252 114 428 386 Commercial jet engines and parts 182 213 756 500 Corporate and other 163 130 722 322 Total $ 77,880 $ 63,756 $ 225,535 $ 214,154 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 December 31, 2024 and the amount of contract liabilities as of April 1, 2024 that were recognized as revenue during the nine-month period ended December 31, 2024 (in thousands): Outstanding contract liabilities Outstanding contract liabilities as of April 1, 2024 Recognized as Revenue As of December 31, 2024 $ 3,956 As of April 1, 2024 $ 4,359 For the nine months ended December 31, 2024 $ ( 3,613 ) 9 3. Accrued Expenses and Other (In thousands) December 31, 2024 March 31, 2024 Salaries, wages and related items $ 6,761 $ 5,296 Profit sharing and bonus 2,220 2,335 Other Deposits 686 1,403 Deferred Income 3,270 2,956 Other 3,359 3,521 Total $ 16,296 $ 15,511 10 4. Income Taxes During the three-month period ended December 31, 2024, the Company recorded $ 0.3 million in income tax expense at an effective rate ("ETR") of ( 38.7 )%. 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 December 31, 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 December 31, 2023, the Company recorded income tax expense of $ 0.2 million at an ETR of ( 7.8 )%. 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 December 31, 2023 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 nine-month period ended December 31, 2024, the Company recorded $ 0.8 million in income tax expense at an ETR of 30.1 %. 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 nine-month period ended December 31, 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 nine-month period ended December 31, 2023, the Company recorded income tax expense of $ 0.9 million at an ETR of ( 29.4 )% 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 nine-month period ended December 31, 2023 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. 11 5. Net Earnings (Loss) Per Share Basic earnings (loss) per share has been calculated by dividing net (loss) income 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 December 31, 2023, all stock options under the Air T's 2012 Stock Option Plan have either been exercised or expired. Further, of the 203,000 options outstanding as of December 31, 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 December 31, Nine Months Ended December 31, 2024 2023 2024 2023 Net (loss) income $ ( 1,243 ) $ ( 2,109 ) $ 1,751 $ ( 3,744 ) Net income attributable to non-controlling interests ( 54 ) ( 870 ) ( 863 ) ( 1,375 ) Net (loss) income attributable to Air T, Inc. Stockholders $ ( 1,297 ) $ ( 2,979 ) $ 888 $ ( 5,119 ) (Loss) income per share: Basic $ ( 0.47 ) $ ( 1.06 ) $ 0.32 $ ( 1.82 ) Diluted $ ( 0.47 ) $ ( 1.06 ) $ 0.32 $ ( 1.82 ) Antidilutive shares excluded from computation of (loss) income per share — — — — Weighted Average Shares Outstanding: Basic 2,756 2,822 2,755 2,820 Diluted 2,756 2,822 2,755 2,820 12 6. Intangible Assets and Goodwill Intangible assets as of December 31, 2024 and March 31, 2024 consisted of the following (in thousands): December 31, 2024 Gross Carrying Amount Accumulated Amortization Net Book Value Purchased software $ 584 $ ( 506 ) $ 78 Internally developed software 3,562 ( 1,003 ) 2,559 In-place lease and other intangibles 1,094 ( 432 ) 662 Customer relationships 7,741 ( 1,810 ) 5,931 Patents 1,112 ( 1,111 ) 1 Other 1,522 ( 1,081 ) 441 15,615 ( 5,943 ) 9,672 In-process software 312 — 312 Intangible assets, total $ 15,927 $ ( 5,943 ) $ 9,984 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 December 31, 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 nine months ended December 31, 2024) $ 279 2026 1,082 2027 1,008 2028 948 2029 939 2030 934 Thereafter 4,482 $ 9,672 The carrying amount of goodwill as of December 31, 2024 and March 31, 2024 was $ 10.4 million and $ 10.5 million, respectively. The decrease 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 nine months ended December 31, 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 amortizes 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 nine months ended December 31, 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 December 31, 2024 and March 31, 2024, the fair value of these interest-rate swap contracts was an asset of $ 0.7 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 nine months ended December 31, 2024 and 2023 are as follows (in thousands): Three Months Ended December 31, Nine Months Ended December 31, 2024 2023 2024 2023 Unrealized Gains $ 142 $ 487 $ 582 $ 1,411 Unrealized Losses $ 240 $ — $ 912 $ 1,832 These unrealized gains and losses are included in other income (loss) on the condensed consolidated statement of income (loss). As of December 31, 2024 and March 31, 2024, the fair value of these marketable equity securities was an asset of $ 1.6 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 December 31, 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 December 31, 2024, $ 3.5 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 $ 37.0 thousand in each of the three and nine months ended December 31, 2024. CCI and Lendway's combined summarized unaudited financial information for the three and nine months ended September 30, 2024 and 2023 is as follows (in thousands): Three Months Ended Nine Months Ended September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023 Revenue $ 37,580 $ 34,365 $ 135,999 $ 133,427 Gross Profit 2,051 2,746 15,489 18,076 Operating (loss) income ( 2,115 ) ( 124 ) 928 9,100 Net (loss) income ( 2,383 ) 2,050 ( 311 ) 10,439 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. On October 18, 2024, the Company entered into an unsecured promissory note with CAM for $ 2.5 million with an interest rate of 10.0 %, through conversion of a portion of the Company's accounts receivable from CAM. All outstanding principal and accrued interest will become due and payable to the Company on the maturity date, which is October 15, 2027. Prior to the maturity, CAM may prepay any accrued interest or principal outstanding without penalty. CAM's HLBV net assets, including common interests and investor interests, was $ 35.4 million and $ 21.8 million as of December 31, 2024 and 2023, respectively. Additionally, contributions from and distributions to both Air T and MRC for the three and nine months ended December 31, 2024 and 2023 is as follows (in thousands): Three Months Ended Nine Months Ended December 31, 2024 December 31, 2023 December 31, 2024 December 31, 2023 Contributions $ 2,293 $ 91 $ 2,293 $ 548 Distributions $ 5,564 $ 2,112 $ 7,841 $ 3,460 Investment balances for the Company's equity method investees as of December 31, 2024 and March 31, 2024 is as follows (in thousands): Investment December 31, 2024 March 31, 2024 Lendway $ 1,534 $ 2,339 CCI 4,208 3,723 CAM 10,864 7,397 Other equity method investments 2,137 3,194 Total $ 18,743 $ 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 nine months ended December 31, 2024 and 2023 is as follows (in thousands): Three Months Ended Nine Months Ended Investment December 31, 2024 December 31, 2023 December 31, 2024 December 31, 2023 Lendway $ ( 320 ) $ 313 $ ( 816 ) $ 750 CCI ( 267 ) 169 484 1,508 CAM 1,246 563 5,085 1 Other equity method investments 2 ( 7 ) 177 218 Total $ 661 $ 1,038 $ 4,930 $ 2,477 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 nine months ended December 31, 2024 and 2023, the Company received distributions and dividends from equity method investees as follows (in thousands): Three Months Ended Nine Months Ended Investment December 31, 2024 December 31, 2023 December 31, 2024 December 31, 2023 Lendway $ — $ — $ — $ — CCI — — — 452 CAM 1,624 225 3,901 1,421 Other equity method investments 180 45 1,231 214 Total $ 1,804 $ 270 $ 5,132 $ 2,087 15 9. Inventories Inventories consisted of the following (in thousands): December 31, 2024 March 31, 2024 Overnight air cargo: Finished goods $ 1,102 $ 893 Ground equipment manufacturing: Raw materials 4,806 5,171 Work in process 1,249 5,244 Finished goods 3,702 2,770 Corporate and other: Raw materials 1,165 1,003 Finished goods 721 724 Commercial jet engines and parts: Parts 30,792 49,522 Total inventories 43,537 65,327 Reserves ( 4,998 ) ( 4,607 ) Total inventories, net of reserves $ 38,539 $ 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 aircraft 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 nine months ended December 31, 2024, the Company recognized depreciation expense relating to equipment leases of $ 0.6 million and $ 0.9 million, respectively. Depreciation expense relating to equipment leases for the three and nine months ended December 31, 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 nine months ended December 31, 2024, earned contingent rent on equipment leases totaled approximately $ 0.7 million. The Company had no contingent rent earned on equipment leases during the three and nine months ended December 31, 2023. As of December 31, 2024, future minimum rental payments to be received under non-cancelable leases are as follows (in thousands): Year ended March 31, 2025 (excluding the nine months ended December 31, 2024) $ 480 2026 3,349 2027 3,317 2028 2,843 Thereafter — Total $ 9,989 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 three months ended December 31, 2024 and 2023, depreciation expense relating to office leases was $ 0.1 million. During the nine months ended December 31, 2024 and 2023, depreciation expense relating to office leases was $ 0.2 million. During the three and nine months ended December 31, 2024, the Company recognized rental and other revenues related to operating lease payments of $ 0.4 million and $ 1.3 million, respectively, of which variable lease payments were $ 0.2 million and $ 0.6 million, respectively. During the three and nine months ended December 31, 2023, the Company recognized rental and other revenues related to operating lease payments of $ 0.4 million and $ 1.2 million, respectively, of which variable lease payments were $ 0.2 million and $ 0.5 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 December 31, 2024: Year ended March 31, 2025 (excluding the nine months ended December 31, 2024) $ 237 2026 937 2027 901 2028 761 2029 684 2030 682 Thereafter 1,824 Total $ 6,026 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 nine months ended December 31, 2024 and 2023 are as follows (in thousands): Three Months Ended December 31, Nine Months Ended December 31, 2024 2023 2024 2023 Operating lease cost $ 755 $ 473 $ 2,173 $ 1,897 Short-term lease cost 343 245 926 628 Variable lease cost 263 247 725 610 Total lease cost $ 1,361 $ 965 $ 3,824 $ 3,135 Amounts reported in the consolidated balance sheets for leases where we are the lessee as of December 31, 2024 and March 31, 2024 were as follows (in thousands): December 31, 2024 March 31, 2024 Operating leases Operating lease ROU assets $ 13,597 $ 11,376 Operating lease liabilities $ 14,557 $ 12,276 Weighted-average remaining lease term Operating leases 10 years, 5 months 12 years, 1 month Weighted-average discount rate Operating leases 5.64 % 5.09 % During the nine months ended December 31, 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 December 31, 2024 are as follows (in thousands): Operating Leases 2025 (excluding the nine months ended December 31, 2024) $ 777 2026 3,030 2027 2,892 2028 2,275 2029 1,722 2030 977 Thereafter 7,669 Total undiscounted lease payments 19,342 Interest ( 4,785 ) Total lease liabilities $ 14,557 18 12. Financing Arrangements Borrowings of the Company and its subsidiaries are summarized below at December 31, 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. 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 Second NPA. The following table provides certain information about the current financing arrangements of the Company and its subsidiaries (other than related party obligations) as of December 31, 2024: (In Thousands) December 31, 2024 March 31, 2024 Maturity Date Interest Rate Unused commitments at December 31, 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 34,917 34,214 6/7/2049 8.00 % Recourse Total 34,917 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 9,113 — 2/28/2026 3 Greater of 5.00 % or 1-month SOFR + 2.00 % $ 4,887 Recourse Term Note A - Alerus 10,210 — 8/15/2029 Greater of 5.00 % or 1-month SOFR + 2.00 % Recourse Term Note B - Alerus 2,250 — 8/15/2029 Greater of 5.00 % or 1-month SOFR + 2.00 % Recourse Total 21,573 — Contrail Debt Revolver - ONB 7,048 3,476 11/24/2025 1-month SOFR + 3.56 % $ 17,952 Limited recourse 4 Term Loan G - ONB — 14,918 11/24/2025 1-month SOFR + 3.11 % Limited recourse 4 Term Note I - ONB — 10,000 9/28/2025 1-month SOFR + 3.11 % Limited recourse 4 Term Note J - ONB 9,375 — 9/12/2028 1-month SOFR + 3.86 % Limited recourse 4 Total 16,423 28,394 AirCo 1 Debt Term Loan - PSB 4,475 5,434 12/11/2025 3-month SOFR + 3.26 % Non-recourse Total 4,475 5,434 Wolfe Lake Debt Term Loan - Bridgewater 9,128 9,327 12/2/2031 3.65 % Non-recourse Total 9,128 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 1,402 1,946 2/1/2027 3.50 % Non-recourse Term Loan B - ING 1,039 1,081 5/1/2027 4.00 % Non-recourse Total 6,441 7,027 WASI Debt Promissory Note - Seller's Note 513 849 1/1/2026 6.00 % Non-recourse Total 513 849 AAM 24-1 Debt Promissory Notes - Honeywell 30,000 15,000 3/1/2031 8.50 % Non-recourse Total 30,000 15,000 Total Debt 123,470 113,459 Unamortized Premiums and Debt Issuance Costs ( 595 ) ( 533 ) Total Debt, net $ 122,875 $ 112,926 At December 31, 2024, our contractual financing obligations, including payments due by period, are as follows (in thousands): Due by Amount December 31, 2025 $ 17,519 December 31, 2026 14,688 December 31, 2027 8,616 December 31, 2028 3,807 December 31, 2029 6,290 Thereafter 72,550 123,470 Unamortized Premiums and Debt Issuance Costs ( 595 ) $ 122,875 Interest Expense, net - Net interest expense for the Company and its subsidiaries were as follows for the three and nine months ended December 31, 2024 and 2023: Three Months Ended December 31, Nine Months Ended December 31, 2024 2023 2024 2023 Air T $ 717 $ 1,041 $ 2,670 $ 2,846 Jet Yard — 19 31 58 Alerus Loan Parties 459 — 636 — Contrail 602 224 1,293 1,270 AirCo 1 113 144 363 437 Wolfe Lake 87 89 262 268 Air T Acquisition 22.1 50 85 200 243 WASI 10 ( 80 ) 32 53 AAM 24-1 551 — 1,196 — Other ( 28 ) 6 ( 13 ) 14 Total $ 2,561 $ 1,528 $ 6,670 $ 5,189 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 $ 13.0 million held by wholly-owned subsidiaries of the Company. 3 The maturity date for this arrangement was extended to August 28, 2026 as part of an amendment finalized on January 21, 2025 subsequent to the reporting period end date. Refer to Note 18 of Notes to Condensed Consolidated Financial Statements included under Part I, Item 1 of this Report on Form 10-Q. 4 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. During the nine months ended December 31, 2024, the Company repurchased 31,136 shares at an aggregate cost of $ 0.7 million. All of these repurchased shares were recorded as treasury shares as of December 31, 2024. On August 16, 2022, President Biden signed the Inflation Reduction Act ("IRA") into law. The IRA enacted a 15% corporate minimum tax rate, a 1% excise tax on share repurchases made after December 31, 2022 (subject to certain thresholds being met), and created and extended certain tax-related energy incentives. As a result of the IRA's enactment into law, the Company is now subject to a 1% excise tax on share repurchases, effective for share repurchases made after December 31, 2022. This excise tax may be reduced for the value of certain share issuances. The excise tax incurred in connection with the Company's stock repurchases during the nine months ended December 31, 2024 was not material. 20 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 December 31, 2024 and March 31, 2024 (in thousands): December 31, 2024 March 31, 2024 United States $ 20,473 $ 20,807 Foreign 15,340 306 Total tangible long-lived assets, net $ 35,813 $ 21,113 The net book value of tangible long-lived assets located within each individual foreign country at December 31, 2024 and March 31, 2024 is listed below (in thousands): December 31, 2024 March 31, 2024 Bulgaria $ 15,017 $ — Thailand 233 252 Other 90 54 Total tangible long-lived assets, net $ 15,340 $ 306 Total revenue, in and outside the United States, is summarized in the following table for the nine months ended December 31, 2024 and December 31, 2023 (in thousands): Nine Months Ended December 31, 2024 2023 United States $ 188,075 $ 182,334 Foreign 37,460 31,820 Total revenue $ 225,535 $ 214,154 21 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 December 31, Nine Months Ended December 31, 2024 2023 2024 2023 Operating Revenues by Segment: Overnight Air Cargo: Domestic $ 30,394 $ 28,818 $ 91,074 $ 84,054 International 198 200 1,088 890 Total Overnight Air Cargo 30,592 29,018 92,162 84,944 Ground Equipment Sales: Domestic 11,567 8,178 31,238 28,709 International 279 263 2,417 3,765 Total Ground Equipment Sales 11,846 8,441 33,655 32,474 Commercial Jet Engines and Parts: Domestic 20,953 15,967 62,109 66,698 International 11,735 8,172 29,756 23,765 Total Commercial Jet Engines and Parts 32,688 24,139 91,865 90,463 Corporate and Other: Domestic 1,248 935 3,654 2,873 International 1,506 1,223 4,199 3,400 Total Corporate and Other 2,754 2,158 7,853 6,273 Total 77,880 63,756 225,535 214,154 Operating Income (Loss): Overnight Air Cargo 1,864 1,594 5,510 5,568 Ground Equipment Sales 184 ( 522 ) ( 173 ) ( 619 ) Commercial Jet Engines and Parts 2,646 ( 627 ) 7,389 2,002 Corporate and Other ( 2,878 ) ( 2,053 ) ( 7,589 ) ( 7,140 ) Total 1,816 ( 1,608 ) 5,137 ( 189 ) Capital Expenditures: Overnight Air Cargo 126 60 387 263 Ground Equipment Sales — 24 212 82 Commercial Jet Engines and Parts 123 24 14,810 166 Corporate and Other 89 12 121 167 Total 338 120 15,530 678 Depreciation and Amortization: Overnight Air Cargo 117 95 326 269 Ground Equipment Sales 39 37 230 107 Commercial Jet Engines and Parts 804 185 1,364 565 Corporate and Other 368 382 1,118 1,147 Total $ 1,328 $ 699 $ 3,038 $ 2,088 22 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, such options 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 $ 1.8 million as of December 31, 2024. For the three and nine months ended December 31, 2024, a loss has been recorded due to an increase in fair value of $ 0.4 million and $ 0.7 million, respectively, and 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 December 31, 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 ) ( 164 ) ( 487 ) Net income attributable to non-controlling interests 111 447 558 Other comprehensive income attributable to the RNCI ( 348 ) — ( 348 ) Redemption value adjustments 295 — 295 Redemption of non-controlling interests — ( 5,899 ) ( 5,899 ) Ending Balance as of December 31, 2024 $ 5,275 $ 1,820 $ 7,095 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 December 31, 2024, for its Investment Function, the Company has contributed $ 12.9 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 December 31, 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 three vesting dates, June 30, 2024, 2023 and 2022, a total of 97,000 shares satisfied the service condition; however, they did not meet the market condition to become exercisable. For the three and nine months ended December 31, 2024, no unvested shares and 26,000 unvested shares, respectively, were forfeited due to employee departures resulting in the reversal of previously recognized expense of $ 0 and $ 53.0 thousand, respectively. For the three and nine months ended December 31, 2024, total compensation cost recognized under the Plan was $ 30.0 thousand and $ 0.1 million. As of December 31, 2024, there were 203,000 granted options that may become exercisable on future vesting dates under the Plan. No options were exercisable as of December 31, 2024. 23 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 $ 4.5 million and $ 10.1 million at December 31, 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 December 31, 2024 and March 31, 2024. 24 18. Subsequent Events On January 21, 2025, the Company and the Alerus Loan Parties entered into Amendment No. 1 to Credit Agreement and Other Loan Documents (“Amendment No. 1”) with Alerus. Amendment No. 1 extends the term of the revolving credit agreement from February 28, 2026 to August 28, 2026. All other terms of the Credit Agreement and other Loan Documents remain the same. 25