Air T(AIRT) - 2021 Q4 - Annual Report

PART I Business Air T, Inc. operates as a holding company with key segments in air cargo, ground equipment sales, and commercial aviation assets - The company operates through four main business segments: Overnight air cargo, Ground equipment sales, Commercial aircraft, engines and parts, and a Corporate segment for capital allocation[15] - The Overnight Air Cargo segment's revenue from FedEx contracts represented approximately 37% of the company's consolidated revenue for the fiscal year ended March 31, 2021[23] - The Ground Equipment Sales segment (GGS) manufactures aircraft deicers and other specialized equipment, with deicing equipment sales accounting for about 94% of GGS's revenues in fiscal 2021[29] - The Commercial Jet Engines and Parts segment focuses on trading, leasing, and servicing commercial aircraft assets, contributing 18% of total consolidated revenue in fiscal 2021[34] - The company's operations are heavily regulated by governmental agencies including the Department of Transportation (DOT), the Transportation Security Administration (TSA), and the Federal Aviation Administration (FAA)[39][40][41] Risk Factors The company faces diverse risks including pandemic impacts, market volatility, key customer dependence, aviation industry cyclicality, and debt financing - The COVID-19 pandemic has created material uncertainty, negatively affecting demand for commercial aircraft, jet engines, and parts, and could continue to adversely affect financial results[46][47][48] - The Air Cargo business is significantly dependent on its contractual relationship with FedEx, which accounted for 37% of consolidated operating revenues in fiscal year 2021 and can be terminated with 90 days' notice[62][63] - The Commercial Jet Engines and Parts segment faces risks from the cyclical aviation industry, including potential declines in engine values and lease rates, difficulties in re-leasing or selling assets, and failures by lessees to meet maintenance obligations[71][72][74] - The company has a highly concentrated stockholder base, with the three largest stockholders controlling approximately 62% of the outstanding common stock, giving them significant power over stockholder matters[104] - The company relies on significant debt financing, and an inability to maintain sufficient liquidity, service debt, or refinance existing debt could limit operational flexibility and adversely affect business operations[107][109][112] Unresolved Staff Comments The company reports that there are no unresolved staff comments - Not applicable[131] Properties The company owns its headquarters in North Carolina and leases various facilities for its diverse operational segments - The company owns its main operational facility of 4.626 acres in Denver, North Carolina[131] - Subsidiary GGS leases a 112,500 square foot production facility in Olathe, Kansas, under a lease expiring in August 2024[132] - Subsidiary Jet Yard leases approximately 48.5 acres of land at Pinal Air Park in Marana, Arizona, for aircraft storage and part-out services, with the lease expiring in May 2046[134] Legal Proceedings The company and its subsidiaries are involved in ordinary course legal proceedings not expected to materially impact financial condition or operations - The company states that current legal proceedings are not expected to have a material adverse effect on its financial condition, liquidity, or results of operations[139] Mine Safety Disclosures This item is not applicable to the company - Not applicable[139] PART II Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities The company's common stock trades on NASDAQ under 'AIRT', has not paid cash dividends since 2014, and made no share repurchases in FY2021 - The company's common stock is traded on the NASDAQ Global Market under the symbol "AIRT"[140] - No cash dividends have been paid since 2014[140] - The company did not repurchase any of its common stock during the fiscal year ended March 31, 2021[140] Management's Discussion and Analysis of Financial Condition and Results of Operations Consolidated revenue decreased 26% to $175.1 million in FY2021, leading to a $9.2 million operating loss, primarily due to the Commercial Jet Engines and Parts segment's 54% decline Results of Operations Consolidated revenue decreased 26% to $175.1 million in fiscal 2021, primarily due to a 54% decline in the Commercial Jet Engines and Parts segment, leading to a $9.2 million consolidated operating loss Consolidated Revenue by Segment (in thousands) | Segment | Year ended 2021 | Year ended 2020 | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Overnight Air Cargo | $66,251 | $75,275 | $(9,024) | (12)% | | Ground Equipment Sales | $60,679 | $59,156 | $1,523 | 3% | | Commercial Jet Engines and Parts | $46,793 | $101,284 | $(54,491) | (54)% | | Corporate and Other | $1,398 | $1,070 | $328 | 31% | | Total | $175,121 | $236,785 | $(61,664) | (26)% | Operating (Loss) Income by Segment (in thousands) | Segment | Year ended 2021 | Year ended 2020 | Change ($) | | :--- | :--- | :--- | :--- | | Overnight Air Cargo | $2,178 | $749 | $1,429 | | Ground Equipment Sales | $8,948 | $7,302 | $1,646 | | Commercial Jet Engines and Parts | $(10,882) | $8,322 | $(19,204) | | Corporate and Other | $(9,419) | $(9,082) | $(337) | | Total | $(9,175) | $7,291 | $(16,466) | - The Commercial Jet Engines and Parts segment's operating loss was exacerbated by a $6.4 million inventory write-down in fiscal 2021[156] Liquidity and Capital Resources As of March 31, 2021, the company held $15.9 million in cash and $77.6 million in working capital, addressing Contrail's covenant non-compliance and securing pandemic-related loans - As of March 31, 2021, the company held $15.9 million in cash and cash equivalents and restricted cash, with working capital standing at $77.6 million, a significant increase from the previous year[165] - The Contrail subsidiary was not in compliance with its minimum Tangible Net Worth (TNW) covenant of $15 million as of March 31, 2021, but this non-compliance was subsequently cured via a capital contribution[169] - In late 2020, subsidiaries Contrail and AirCo 1 secured loans under the Main Street Priority Loan Facility for $43.6 million and $6.2 million, respectively, to pay down revolvers and support working capital[171][172] - In April 2020, the company obtained an $8.2 million loan under the Payroll Protection Program (PPP) and has applied for forgiveness[173] Cash Flows Net cash used in operating activities significantly improved to $1.8 million in FY2021, driven by reduced inventory purchases, while investing activities provided $2.5 million and financing activities decreased Changes in Cash Flow from Continuing Operations (in thousands) | Cash Flow Activity | Year Ended 2021 | Year Ended 2020 | Change | | :--- | :--- | :--- | :--- | | Net Cash Used in Operating Activities | $(1,823) | $(26,231) | $24,408 | | Net Cash Provided by (Used in) Investing Activities | $2,516 | $(11,568) | $14,084 | | Net Cash Provided by Financing Activities | $71 | $19,240 | $(19,169) | Non-GAAP Financial Measures Adjusted EBITDA, a non-GAAP measure, was a loss of $1.3 million in fiscal 2021, a sharp decline from $9.0 million in fiscal 2020, primarily due to the Commercial Jet Engines and Parts segment's negative performance Reconciliation of Operating (Loss) Income to Adjusted EBITDA (in thousands) | | Twelve Months Ended March 31, 2021 | Twelve Months Ended March 31, 2020 | | :--- | :--- | :--- | | Operating (loss) income from continuing operations | $(9,175) | $7,291 | | Depreciation and amortization (excluding leased engines) | 1,231 | 1,329 | | Asset impairment, restructuring or impairment charges | 6,592 | 18 | | Gain on sale of property and equipment | (10) | (37) | | Security issuance expenses | 32 | 363 | | Adjusted EBITDA | $(1,330) | $8,964 | Adjusted EBITDA by Segment (in thousands) | Segment | Twelve Months Ended March 31, 2021 | Twelve Months Ended March 31, 2020 | | :--- | :--- | :--- | | Overnight Air Cargo | $2,248 | $821 | | Ground Equipment Sales | $9,132 | $7,588 | | Commercial Jet Engines and Parts | $(3,933) | $8,718 | | Corporate and Other | $(8,777) | $(8,163) | | Adjusted EBITDA | $(1,330) | $8,964 | Critical Accounting Policies and Estimates The company's critical accounting policies involve significant estimates and judgments for inventory valuation, assets on lease, and the redeemable non-controlling interest, requiring assumptions about future demand and fair value - Inventory valuation requires significant estimates regarding net realizable value, considering sales patterns and future demand, which could be impacted by changing economic conditions like the COVID-19 pandemic[192][193] - Valuation of assets on lease or held for lease involves subjective estimates of fair value and future cash flows (including market lease rates and demand) to test for impairment[194][195] - Accounting for the redeemable non-controlling interest in Contrail requires complex fair value determination using income and market approaches, which rely on significant management judgment for forecasts, margins, and discount rates[197] Quantitative and Qualitative Disclosures About Market Risk This item is not applicable - Not Applicable[198] Financial Statements and Supplementary Data Deloitte & Touche LLP issued an unqualified opinion on the consolidated financial statements but highlighted critical audit matters regarding the valuation of Contrail's non-controlling interest and Commercial Jet Engines and Parts inventory Report of Independent Registered Public Accounting Firm Deloitte & Touche LLP issued an unqualified opinion on the consolidated financial statements, noting critical audit matters for Contrail's non-controlling interest and Commercial Jet Engines and Parts inventory valuation - The auditor issued an unqualified opinion, stating the financial statements are presented fairly in all material respects[204] - A Critical Audit Matter was identified regarding the valuation of the redeemable non-controlling interest in Contrail Aviation Support, LLC, which required significant management judgment regarding forecasts, margins, and discount rates[208][210] - A second Critical Audit Matter was the valuation of inventory in the Commercial Jet Engines and Parts segment, due to the significant judgments required to estimate net realizable value, sales patterns, and future demand, particularly given the impact of COVID-19[214][215][216] Consolidated Financial Statements In fiscal 2021, the company reported a net loss of $8.4 million, a reversal from prior year's net income, with total assets decreasing to $140.8 million and total equity declining to $14.7 million Consolidated Statements of Income Highlights (in thousands) | | Year Ended 2021 | Year Ended 2020 | | :--- | :--- | :--- | | Operating Revenues | $175,121 | $236,785 | | Operating (Loss) Income | $(9,175) | $7,291 | | Net (Loss) Income | $(8,390) | $11,233 | | Net (Loss) Income Attributable to Air T, Inc. Stockholders | $(7,277) | $7,656 | Consolidated Balance Sheets Highlights (in thousands) | | March 31, 2021 | March 31, 2020 | | :--- | :--- | :--- | | Total Current Assets | $105,774 | $98,486 | | Total Assets | $140,750 | $151,427 | | Total Current Liabilities | $28,179 | $67,746 | | Total Liabilities | $119,438 | $120,336 | | Total Equity | $14,714 | $25,011 | Notes to Consolidated Financial Statements The notes detail accounting policies, segment performance, and financial arrangements, including COVID-19 impacts, the GAS subsidiary sale, FedEx reliance, financing details, and Contrail's non-controlling interest valuation - The company completed the sale of its subsidiary Global Aviation Services, LLC (GAS) on September 30, 2019, recognizing a pre-tax gain of approximately $10.5 million, with GAS results reported as discontinued operations[288] - FedEx Corporation is a major customer, accounting for approximately 37% of consolidated revenues in fiscal 2021 and 35% of consolidated accounts receivable at March 31, 2021[293] - The company's subsidiary Contrail was not in compliance with its minimum Tangible Net Worth (TNW) covenant as of March 31, 2021, but this was cured post-year-end with a capital contribution, and Contrail also secured a $43.6 million loan under the Main Street Priority Loan Facility[277][279] - The fair value of the redeemable non-controlling interest in Contrail was $6.6 million as of March 31, 2021, an increase of $0.5 million from the prior year, primarily driven by the value associated with a new aircraft asset management joint venture[269] Changes in and Disagreements with Accountants on Accounting and Financial Disclosure There were no changes in or disagreements with accountants on accounting and financial disclosure - None[390] Controls and Procedures Management concluded that the company's disclosure controls and internal control over financial reporting were effective as of March 31, 2021 - The Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective as of March 31, 2021[391] - Management concluded that the company's internal control over financial reporting was effective as of March 31, 2021, based on the criteria established in the Internal Control-Integrated Framework (2013) by COSO[393] Other Information On June 23, 2021, the company amended its trust agreement and added two subsidiaries as guarantors to its credit agreement with MBT - On June 23, 2021, the company amended its trust agreement and added two subsidiaries, Air'Zona Aircraft Services, Inc. and Jet Yard Solutions, LLC, as guarantors to its credit agreement with MBT[395] PART III Directors, Executive Officers and Corporate Governance Information regarding directors, executive officers, corporate governance, and the Audit Committee report is incorporated by reference from the company's definitive proxy statement - Required information is incorporated by reference from the company's Proxy Statement to be filed within 120 days of the fiscal year end[397] Executive Compensation Information regarding executive and director compensation is incorporated by reference from the company's definitive proxy statement - Required information is incorporated by reference from the company's Proxy Statement[402] Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Information regarding security ownership of beneficial owners and management, and equity compensation plans, is incorporated by reference from the company's definitive proxy statement - Required information is incorporated by reference from the company's Proxy Statement[402] Equity Compensation Plan Information as of March 31, 2021 | Plan Category | Number of securities to be issued upon exercise | Weighted-average exercise price | Number of securities remaining available for future issuance | | :--- | :--- | :--- | :--- | | Equity compensation plans approved by security holders | 11,250 | $6.61 | — | | Equity compensation plans not approved by security holders | — | — | — | | Total | 11,250 | $6.61 | — | Certain Relationships and Related Transactions, and Director Independence Information regarding related party transactions and director independence is incorporated by reference from the company's definitive proxy statement - Required information is incorporated by reference from the company's Proxy Statement[405] Principal Accountant Fees and Services Information regarding principal accountant fees and services is incorporated by reference from the company's definitive proxy statement - Required information is incorporated by reference from the company's Proxy Statement[405] PART IV Exhibits and Financial Statement Schedules This section lists the financial statements, financial statement schedules, and exhibits filed as part of the Form 10-K, including audit reports and material contracts - This section provides a comprehensive list of all financial statements and exhibits filed with the annual report, including governance documents, material contracts, and certifications[406][407] Form 10-K Summary The company has elected not to include an optional summary of the Form 10-K - The company has chosen not to include an optional Form 10-K summary[417]