AIR T INC
For the period ended Sep 30, 2025. Filed Nov 12, 2025.
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Sep 30, 2025 · Filed Nov 12, 2025
Contents
Note
- 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. The Company depreciates aircraft and engines on a straight-line basis over the assets' useful life from the acquisition date to an estimated residual value.
On August 26, 2024, Contrail executed the operating agreement for CASP Leasing 1, LLC ("CASP"), a newly-created and 95% owned subsidiary of Contrail. Shortly thereafter, on August 29, 2024, CASP entered intotwo purchase agreements to acquire, and subsequently lease, two Airbus Model A321-111 aircraft. On July 15, 2025, CASP completed the sale of thesetwo aircraft, including their associated engines, for a total contracted sales price exceeding $25.0 million. In connection with the sale, CASP executed assignment, assumption, and amendment agreements under the existing leases, thereby transferring all lessor rights and obligations to the purchaser. After applying purchase price adjustments for deposits and rent payments as described in the sale and purchase agreements, CASP received net closing proceeds of $19.9 million.
For the assets currently on lease, there are no options for the lessees to purchase the assets at the end of the lease term. During the three and six months ended September 30, 2025, the Company recognized depreciation expense relating to equipment leases of $0.1 million and $0.7 million, respectively. Depreciation expense relating to equipment leases for the three and six months ended September 30, 2024 was $0.2 million and $0.3 million, respectively.
Future minimum undiscounted rental payments to be received do not include contingent rentals that may be received under certain leases because amounts are based on usage. Earned contingent rent on equipment leases totaled approximately $0.5 million during the six months ended September 30, 2025, and wasimmaterial during the three months ended September 30, 2025. Contingent rent earned on equipment leases during the three and six months ended September 30, 2024 wasimmaterial. As of September 30, 2025, future minimum undiscounted rental payments to be received under non-cancelable leases areimmaterial.
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 and six months ended September 30, 2025 and 2024, depreciation expense relating to office leases wasimmaterial.
For each of the three months ended September 30, 2025 and 2024, the Company recognized rental and other revenues related to operating lease payments of $0.4 million, of which variable lease payments were $0.2 million. For each of the six months ended September 30, 2025 and 2024, the Company recognized rental and other revenues related to operating lease payments of $0.9 million, of which variable lease payments were $0.4 million. Future minimum rental payments to be received do not include variable lease payments that may be received under certain leases because amounts are based on usage. The following table sets forth the undiscounted cash flows for future minimum base rents to be received from customers for office leases in effect as of September 30, 2025:
| Year ended March 31, | |
|---|---|
| 2026 (excluding the 6 months ended 09/30/2025) | $503 |
| 2027 | 990 |
| 2028 | 849 |
| 2029 | 774 |
| 2030 | 743 |
| Thereafter | 1,824 |
| Total | $5,683 |
- Lessee Arrangements
The Company has operating leases for the use of real estate, machinery, and office equipment. The majority of our leases have a lease term of 2 to 5 years; however, we have certain leases with longer terms of up to 30 years. Many of our leases include options to extend the lease for an additional period. The lease term for all of the Company’s leases includes the non-cancellable period of the lease, plus any additional periods covered by either a Company option to extend the lease that the Company is reasonably certain to exercise, or an option to extend the lease controlled by the lessor that is considered likely to be exercised.
Payments due under the lease contracts include fixed payments plus, for some of our leases, variable payments. Variable payments are typically operating costs associated with the underlying asset and are recognized when the event, activity, or circumstance in the lease agreement on which those payments are assessed occurs. Our leases do not contain residual value guarantees.
The Company has elected to combine lease and non-lease components as a single component and not to recognize leases on the balance sheet with an initial term of one year or less.
The interest rate implicit in lease contracts is typically not readily determinable, and as such the Company utilizes the incremental borrowing rate to calculate lease liabilities, which is the rate incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment.
The components of lease cost for the three and six months ended September 30, 2025 and 2024 are as follows (in thousands):
| Three Months Ended September 30, | Six Months Ended September 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Operating lease cost | $874 | $749 | $1,715 | $1,418 |
| Short-term lease cost | 232 | 289 | 571 | 583 |
| Variable lease cost | 252 | 236 | 499 | 462 |
| Total lease cost | $1,358 | $1,274 | $2,785 | $2,463 |
Amounts reported in the consolidated balance sheets for leases where we are the lessee as of September 30, 2025 and March 31, 2025 were as follows (in thousands):
| September 30, 2025 | March 31, 2025 | |
|---|---|---|
| Operating leases | ||
| Operating lease ROU assets | $12,269 | $13,274 |
| Operating lease liabilities | $13,216 | $14,220 |
| Weighted-average remaining lease term | ||
| Operating leases | 10 years, 3 months | 10 years, 3 months |
| Weighted-average discount rate | ||
| Operating leases | 5.68% | 5.67% |
During the six months ended September 30, 2025, the Company had ROU assets that were obtained in exchange for new operating lease liabilities in the amount of $0.2 million.
The Company has an operating lease between entities under common control where the useful life of certain leasehold improvements exceeds the related lease term. As of September 30, 2025, the remaining lease term on the operating lease wasfour years, two months and the useful life of leasehold improvements that exceeded the lease term ranged from four years, four months tofour years, eight months. As of September 30, 2025, the unamortized balance of such leasehold improvements was $0.2 million.
Maturities of lease liabilities under non-cancellable leases where we are the lessee as of September 30, 2025 are as follows (in thousands):
| Operating Leases | |
|---|---|
| 2026 (excluding the six months ended September 30, 2025) | $1,632 |
| 2027 | 3,062 |
| 2028 | 2,354 |
| 2029 | 1,748 |
| 2030 | 977 |
| Thereafter | 7,670 |
| Total undiscounted lease payments | 17,443 |
| Interest | (4,227) |
| Total lease liabilities | $13,216 |
- Financing Arrangements
Borrowings of the Company and its subsidiaries are summarized below at September 30, 2025 and March 31, 2025, respectively.
In connection with the acquisition of Royal on May 15, 2025, the Alerus Loan Parties under the Revolving Credit Agreement with Alerus entered into Amendment No. 4 to Credit Agreement and Consent and Term Loan C with Alerus in the amount of $1.1 million. The purpose of the Amendment and Term Note was to provide a term loan to finance the full purchase price of the acquisition, to add Royal as an Alerus Loan Party to the Alerus credit agreement, as amended and to memorialize Alerus’ consent to the Royal acquisition. The new term loan matures May 15, 2030 and bears interest at the greater of 5.00% or the CME one-month term SOFR rate plus 2.25%. Monthly payments on Term Note C commenced June 15, 2025 and are equal to $12.5 thousand plus accrued interest. The term loan is secured by the terms of the Security Agreement dated as of August 29, 2024.
On May 30, 2025, the Company, along with AAM 24-1 (the "Issuer"), entered into new transaction documents withtwo Institutional Investors that replaced the Second Note Purchase Agreement ("Second NPA") transaction documents. Pursuant to the Third Note Purchase Agreement ("Third NPA") with the Institutional Investors, the Issuer agreed to issue and sell a Multiple Advance Senior Secured Note in an aggregate principal amount of up to $100.0 million (the “Multiple Advance Note”). For purposes of clarity and the avoidance of doubt, as of the closing date, the Institutional Investors advanced an additional $10.0 million to the Issuer and have collectively advanced under the Multiple Advance Note to the Issuer the aggregate amount of $40.0 million. Provided no default or event of default of the Issuer exists, and subject to satisfaction of all requirements for any closing as set forth in the Third NPA, the Investors are obligated to advance to the Issuer an additional aggregate $60.0 million in $10.0 million increments, each on or within fifteen days of the following dates:
| September 30, 2025 | $10.0 million |
|---|---|
| January 30, 2026 | $10.0 million |
| May 30, 2026 | $10.0 million |
| September 30, 2026 | $10.0 million |
| January 30, 2027 | $10.0 million |
| May 30, 2027 | $10.0 million |
The Multiple Advance Note bears annual interest at a rate of 8.5% which is computed on the basis of a 30/360-day year and actual days elapsed and is payable semi-annually in arrears, pursuant to the terms of the Multiple Advance Note. The maturity date of the Multiple Advance Note is May 31, 2035. The Multiple Advance Note contains standard and customary events of default including, but not limited to, failure to make payments when due under the Multiple Advance Note, failure to comply with certain covenants contained in the Multiple Advance Note, or bankruptcy or insolvency of, or certain monetary judgments against the Issuer or the Company. The prior notes were cancelled and replaced by the Multiple Advance Note. Funds advanced under the Multiple Advance Note may be reinvested for a period ofsix years from the date of closing.
The Issuer may prepay all or a portion of the outstanding principal and accrued but unpaid interest at any time, provided that (i) if the Issuer prepays all or any portion of the Multiple Advance Note withinone year from the Issue Date, the Issuer is required to pay the Investors a prepayment premium equal to 2.0% of the amount being prepaid, and (ii) if the Issuer prepays all or any portion of the Multiple Advance Note after the first anniversary of the Issue Date but on or prior to the second anniversary of the Issue Date, the Issuer is required to pay the Investors a prepayment premium equal to 1.0% of the amount being prepaid. If the Issuer elects to prepay a portion of the outstanding principal and accrued but unpaid interest, then in no event can such prepayment be for an amount less than $1.0 million.
The various equity interests that were assigned by the Company to the Issuer on or about the closing date of the original financings continue to serve as collateral for the repayment of the Multiple Advance Note as do all of the issued and outstanding capital stock of the Issuer owned by the Company, and the 320,000 Trust Preferred Securities, held by the Issuer.
On September 3, 2025, the Alerus Loan Parties under the Revolving Credit Agreement with Alerus entered into Amendment No. 5 to Credit Agreement, the Amended and Restated Revolving Credit Note, and the Amended and Restated Term Note A.
Pursuant to Amendment No. 5 to Credit Agreement, the Overline Note provisions and note were eliminated.
Pursuant to the Amended and Restated Revolving Credit Note, the revolving credit commitment to make revolving credit loans and to issue letters of credit was increased to an aggregate principal amount not to exceed $20.0 million. The interest rate on the Revolving Credit Note was decreased to the greater of 5.00% or 1-month SOFR plus 1.90%. The maturity date was extended to August 28, 2027. The financial covenants are to be measured semi-annually at December and March of each year and the Alerus Loan Parties are to deliver quarterly financial statements to Alerus.
Pursuant to the Amended and Restated Term Note A, Term Note A was amended and restated by the Alerus Loan Parties in the principal amount of $9.2 million. The maturity date remains August 15, 2029. The Term Note A interest rate was revised to 1-month SOFR plus 2.00%.
The following table provides certain information about the current financing arrangements of the Company and its subsidiaries (other than related party obligations) as of September 30, 2025:
| (In Thousands) · September 30,2025 · March 31,2025 · Maturity Date · Interest Rate · Unused commitments as of September 30, 2025 · Type of Debt | |||||||
|---|---|---|---|---|---|---|---|
| Air T Debt | |||||||
| Debt - Air T Funding Trust Preferred Securities1 | $35,500 | $35,342 | 6/7/2049 | 8.00% | Recourse | ||
| Total | 35,500 | 35,342 | |||||
| Alerus Loan Parties Debt | |||||||
| Revolver - Alerus | 16,639 | 6,050 | 8/28/2027 | Greater of 5.00% or 1-month SOFR + 1.90% | $3,361 | Recourse | |
| Overline Note - Alerus | — | — | 10/31/2025 | Greater of 5.00% or 1-month SOFR + 2.00% | — | Recourse | |
| Term Note A - Alerus | 9,061 | 9,827 | 8/15/2029 | 1-month SOFR + 2.00% | Recourse | ||
| Term Note C - Alerus | 1,000 | — | 5/15/2030 | Greater of 5.00% or 1-month SOFR + 2.25% | Recourse | ||
| Total | 26,700 | 15,877 | |||||
| Contrail Debt | |||||||
| Revolver - ONB | — | 3,127 | 11/24/2025 | 1-month SOFR + 3.56% | 25,000 | Limited recourse2 | |
| Term Note J - ONB | — | 8,750 | 9/12/2028 | 1-month SOFR + 3.86% | Limited recourse2 | ||
| Total | — | 11,877 | |||||
| Wolfe Lake Debt | |||||||
| Term Loan - Bridgewater | 8,921 | 9,059 | 12/2/2031 | 3.65% | Non-recourse | ||
| Total | 8,921 | 9,059 | |||||
| Term Loan - Bridgewater | 3,500 | 3,500 | 2/8/2027 | 4.00% | Non-recourse | ||
| Term Loan A - ING | 1,057 | 1,298 | 2/1/2027 | 3.50% | Non-recourse | ||
| Term Loan B - ING | 1,174 | 1,082 | 5/1/2027 | 4.00% | Non-recourse | ||
| Total | 5,731 | 5,880 | |||||
| WASI Debt | |||||||
| Promissory Note - Seller's Note | 161 | 398 | 1/1/2026 | 6.00% | Non-recourse | ||
| Total | 161 | 398 | |||||
1 Does not include $13.0 million held by wholly-owned subsidiaries of the Company.
2 Includes Air T's guarantee of approximately $1.6 million.
| AAM 24-1 Debt | |||||
|---|---|---|---|---|---|
| Promissory Notes - Honeywell | 40,000 | 30,000 | 5/31/2035 | 8.50% | Non-recourse |
| Total | 40,000 | 30,000 | |||
| MAC Debt | |||||
| Term Loan - Bank of America, N.A. | 2,214 | 2,271 | 2/21/2030 | 1-month SOFR + 0.11% + 1.75% | Non-recourse |
| Total | 2,214 | 2,271 | |||
| Total Debt | 119,227 | 110,704 | |||
| Unamortized Premiums and Debt Issuance Costs | (801) | (379) | |||
| Total Debt, net | $118,426 | $110,325 | |||
At September 30, 2025, our contractual financing obligations, including payments due by period, are as follows (in thousands):
| Due by | Amount |
|---|---|
| September 30, 2026 | $3,447 |
| September 30, 2027 | 23,257 |
| September 30, 2028 | 2,102 |
| September 30, 2029 | 5,049 |
| September 30, 2030 | 2,488 |
| Thereafter | 82,884 |
| Unamortized Premiums and Debt Issuance Costs | (801) |
| $118,426 |
Interest Expense, net- Net interest expense for the Company and its subsidiaries were as follows for the three and six months ended September 30, 2025 and 2024:
| Three Months EndedSeptember 30, | Six Months EndedSeptember 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Air T | $743 | $979 | $1,454 | $1,952 |
| Jet Yard | — | 12 | — | 31 |
| Alerus Loan Parties | 370 | 177 | 741 | 177 |
| Contrail | 156 | 332 | 465 | 690 |
| AirCo 1 | — | 125 | — | 251 |
| Wolfe Lake | 85 | 113 | 170 | 175 |
| Air T Acquisition 22.1 | 25 | 83 | 115 | 150 |
| WASI | 4 | 11 | 9 | 23 |
| AAM 24-1 | 736 | 310 | 1,435 | 633 |
| MAC | 38 | — | 96 | — |
| Other | 95 | 20 | 80 | 26 |
| Total | $2,252 | $2,162 | $4,565 | $4,108 |
Cash paid for interest totaled $3.8 million during the six months ended September 30, 2025.
- EMPLOYEE AND NON-EMPLOYEE STOCK OPTIONS
Air T, Inc. maintains the 2020 Omnibus Stock and Incentive Plan for the benefit of certain eligible employees and directors. Compensation expense is recognized over the requisite service period for stock options which are expected to vest based on their grant-date fair values. The Company uses either the Black-Scholes option pricing model or Monte Carlo simulations to value stock options the Company grants. The key assumptions for the valuation methodologies include the expected term of the option, stock price volatility, risk-free interest rate and dividend yield. Many of these assumptions are judgmental and highly sensitive in the determination of compensation expense.
On December 29, 2020, the Company’s Board of Directors unanimously approved the Omnibus Stock and Incentive Plan (the "Plan"), which was subsequently approved by the Company's stockholders at the August 18, 2021 Annual Meeting of Stockholders. The total number of shares authorized under the Plan is 420,000. Through September 30, 2025, options to purchase up to 399,300 shares have been granted under the Plan. Of the shares granted on the Plan,349,800 vest annually over a period often years based on a specified service condition ("vested awards") and expireten 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 four vesting dates, June 30, 2025, 2024, 2023 and 2022, a total of 129,050 shares satisfied the service condition; however, they did not meet the market condition to become exercisable. For the three and six months ended September 30, 2025, no unvested shares were forfeited due to employee departures. As of September 30, 2025, there were 195,250 granted options that may become exercisable on future vesting dates under the Plan. No options were exercisable as of September 30, 2025.
On August 5, 2025, Air T granted 49,500 options under the Plan with a different vesting schedule. Beginning August 6, 2026 and each anniversary date thereafter through August 6, 2035,10% of the granted options will vest. For all the options granted, half will have a strike price of $30 and the other half will have a strike price of $50. Should an employee quit or services cease being provided, any options that have not vested will be forfeited. Options that vest each August 6 will be exercisable for a period often years after they become vested, meaning vested options that were not exercised will expire from August 6, 2036 through August 6, 2045. Management valued the granted options using the Monte Carlo Simulation method, noting the fair value on August 5, 2025 was $0.8 million. Expenses are recognized based on a straight-line basis.
For the three and six months ended September 30, 2025, total compensation cost recognized under the Plan was $41.0 thousand and $81.0 thousand.
- Shares Repurchased
On May 14, 2014, the Company announced that its Board of Directors had authorized a program to repurchase up to 750,000 (retrospectively adjusted to 1,125,000 after the stock split on June 10, 2019) shares of the Company’s common stock from time to time on the open market or in privately negotiated transactions, in compliance with SEC Rule 10b-18, over an indefinite period. No shares were repurchased by the Company during the six months ended September 30, 2025. As of September 30, 2025,752,228 shares may be repurchased pursuant to this program.
- Geographical Information
Total tangible long-lived assets, which include property and equipment as well as assets on lease, net of accumulated depreciation, located in the United States, the Company's country of domicile, and held outside the United States, are summarized in the following table as of September 30, 2025 and March 31, 2025 (in thousands):
| September 30, 2025 | March 31, 2025 | |
|---|---|---|
| United States | $19,807 | $20,422 |
| Foreign | 90 | 14,525 |
| Total tangible long-lived assets, net | $19,897 | $34,947 |
The net book value of tangible long-lived assets located within each individual foreign country at September 30, 2025 and March 31, 2025 is listed below (in thousands):
| September 30, 2025 | March 31, 2025 | |
|---|---|---|
| Bulgaria | $— | $14,435 |
| Other | 90 | 90 |
| Total tangible long-lived assets, net | $90 | $14,525 |
Total revenue, in and outside the United States, is summarized in the following table for the three and six months ended September 30, 2025 and September 30, 2024 (in thousands):
| Three Months EndedSeptember 30, | Six Months EndedSeptember 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Operating Revenues: | ||||
| Overnight Air Cargo | ||||
| United States | $28,455 | $31,137 | $57,701 | $60,680 |
| Foreign | 1,469 | 50 | 2,812 | 890 |
| Total Overnight Air Cargo | 29,924 | 31,187 | 60,513 | 61,570 |
| Commercial Aircraft, Engines and Parts | ||||
| United States | 11,263 | 22,695 | 24,765 | 41,155 |
| Foreign | 9,617 | 10,231 | 18,075 | 18,021 |
| Total Commercial Aircraft, Engines and Parts | 20,880 | 32,926 | 42,840 | 59,176 |
| Ground Support Equipment | ||||
| United States | 8,962 | 13,872 | 23,655 | 19,671 |
| Foreign | 675 | 582 | 1,052 | 2,138 |
| Total Ground Support Equipment | 9,637 | 14,454 | 24,707 | 21,809 |
| Digital Solutions | ||||
| United States | 464 | 553 | 955 | 855 |
| Foreign | 1,745 | 1,283 | 3,350 | 2,660 |
| Total Digital Solutions | 2,209 | 1,836 | 4,305 | 3,515 |
| Corporate and Other | ||||
| United States | 1,338 | 730 | 2,474 | 1,551 |
| Foreign | 162 | 109 | 181 | 33 |
| Total Corporate and Other | 1,500 | 839 | 2,655 | 1,584 |
| Total revenue | $64,150 | $81,242 | $135,020 | $147,654 |
- Segment Information
Air T's portfolio of businesses are managed on a highly decentralized basis. These businesses are aggregated into operating segments in a manner that reflects how Air T views the business activities. The Company's chief operating decision maker is the Chief Executive Officer. The Chief Executive Officer is ultimately responsible for significant capital allocation decisions and evaluating operating performance. In assessing performance for the Company's businesses, the chief operating decision maker ("CODM") reviews operating income and Adjusted EBITDA. Certain operating segments are aggregated into reportable segments.
Effective as of the fourth quarter of fiscal year 2025, the Company renamed the ground equipment sales segment to ground support equipment and renamed the commercial jet engines and parts segment to commercial aircraft, engines and parts to better align the descriptions of the segments with their activities.
Additionally, the Company elected to separately disclose the digital solutions segment, as of the fourth quarter of fiscal year 2025, to align presentation in the financial statements with a key anticipated long-term growth area for the Company. Digital solutions was previously classified as part of insignificant business activities. As a result of this change, prior period segment information has been recast to conform to our current presentation in our financial statements.
The Company'sfour business segments are as follows:
| Reportable Segment | Principal Business Activities |
|---|---|
| Overnight Air Cargo | Overnight Air Cargo primarily operates under its relationship with FedEx spanning over 40 years and represent two of eight companies in the U.S. that have North American feeder airlines under contract with FedEx. MAC and CSA operate and maintain Cessna Caravan, Sky Courier, ATR-42 and ATR-72 aircraft that fly daily small-package cargo routes throughout the eastern United States and upper Midwest, and in the Caribbean. |
| Commercial Aircraft, Engines and Parts (formerly known as Commercial Jet Engines and Parts) | The Commercial Aircraft, Engines and Parts segment manages and leases aviation assets; supplies surplus and aftermarket commercial jet engine components; provides commercial aircraft disassembly/part-out services; commercial aircraft parts sales; procurement services and overhaul and repair services to airlines. |
| Ground Support Equipment (formerly known as Ground Support Sales) | Ground Support Equipment manufactures and provides mobile deicers and other specialized equipment products to passenger and cargo airlines, airports, the military and industrial customers. |
| Digital Solutions | Digital Solutions develops and provides digital aviation and other business services to customers within the aviation industry to generate recurring subscription revenues. Until the fourth quarter of the fiscal year 2025, Digital Solutions had been reported as part of the central corporate function referred to as Corporate and Other. |
The information that follows shows data of Air T's reportable segments reconciled to amounts reflected in our Consolidated Financial Statements. Intersegment eliminations are included to reconcile segment totals to consolidated amounts.
The cost and expense information presented below is based on the information regularly provided to the CODM. Further, asset information is not included in the information regularly provided to the CODM as it is not a key determining factor in the performance of the Company's reportable segments.
The Company also has a "Corporate and Other" category which includes unallocated Air T holding company costs that are not directly attributable to the ongoing operating activities of our reportable segments in addition to revenues and expenses for non-reportable operating segments.
Segment data is summarized in the following tables (in thousands):
| Three Months Ended September 30, 2025 | ||||||
|---|---|---|---|---|---|---|
| Overnight Air Cargo · Commercial Aircraft, Engines and Parts · Ground Support Equipment · Digital Solutions · Total | ||||||
| Revenue from external customers | $29,924 | $20,880 | $9,637 | $2,209 | $62,650 | |
| Intersegment revenue | 1,152 | 583 | — | — | 1,735 | |
| 31,076 | 21,463 | 9,637 | 2,209 | 64,385 | ||
| Reconciliation of revenue | ||||||
| Other revenue1 | 1,544 | |||||
| Elimination of intersegment revenue2 | (1,779) | |||||
| Total consolidated revenue | $64,150 | |||||
| Cost of sales: | ||||||
| Cost of sales from external sources | 24,922 | 14,427 | 6,539 | 762 | ||
| Intersegment operating expense | 1,152 | 517 | — | — | ||
| 26,074 | 14,944 | 6,539 | 762 | |||
| General and administrative | 3,250 | 6,742 | 1,445 | 1,512 | 12,949 | |
| Gain from sale of aircraft | — | (7,034) | — | — | (7,034) | |
| Other segment items4 | 137 | 34 | 34 | 213 | 418 | |
| Segment profit (loss) | 1,615 | 6,777 | 1,619 | (278) | 9,733 | |
| Reconciliation of profit (loss) | ||||||
| Other revenue1 | 1,544 | |||||
| Other cost of sales1 | (364) | |||||
| Other expenses1 | (1,276) | |||||
| Interest expense | (2,252) | |||||
| Income from equity method investments | 4,179 | |||||
| Other non-operating expense | (201) | |||||
| Other corporate expenses5 | (4,271) | |||||
| Elimination of intersegment profits | 142 | |||||
| Income before income taxes | $7,234 | |||||
1 Revenue, cost of sales, and expenses from segments below the quantitative thresholds or that do not constitute a business segment are attributable to an investment advisory business, a laser printer manufacturer, and a commercial property owned by the Company.
2 Elimination of intersegment revenue includes eliminations related to Other revenue in the tables above totaling $44.0 thousand for the three months ended September 30, 2025. After eliminations, Other revenue from third parties is $1.5 million for the three months ended September 30, 2025.
3 The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker. Intersegment expenses are included within the amounts shown.
5 Other corporate expenses consist of unallocated expenses that are related to the activities of Corporate and other in support of the overall business. Unallocated expenses include, but are not limited to: shared services that are not allocated, costs associated with the corporate headquarters and, expenses related to identifying and pursuing new corporate business initiatives.
| Three Months Ended September 30, 2024 | ||||||
|---|---|---|---|---|---|---|
| Overnight Air Cargo · Commercial Aircraft, Engines and Parts · Ground Support Equipment · Digital Solutions · Total | ||||||
| Revenue from external customers | $31,187 | $32,926 | $14,454 | $1,836 | $80,403 | |
| Intersegment revenue | 14 | 484 | — | — | 498 | |
| 31,201 | 33,410 | 14,454 | 1,836 | 80,901 | ||
| Reconciliation of revenue | ||||||
| Other revenue1 | 882 | |||||
| Elimination of intersegment revenue2 | (541) | |||||
| Total consolidated revenue | $81,242 | |||||
| Cost of sales: | ||||||
| Cost of sales from external sources | 26,326 | 22,582 | 12,395 | 682 | ||
| Intersegment operating expense | 20 | 540 | — | — | ||
| 26,346 | 23,122 | 12,395 | 682 | |||
| General and administrative | 2,942 | 6,446 | 1,546 | 1,163 | 12,097 | |
| Other segment items4 | 112 | 648 | 95 | 202 | 1,057 | |
| Segment profit (loss) | 1,801 | 3,194 | 418 | (211) | 5,202 | |
| Reconciliation of profit (loss) | ||||||
| Other revenue1 | 882 | |||||
| Other cost of sales1 | (207) | |||||
| Other expenses1 | (1,110) | |||||
| Interest expense | (2,162) | |||||
| Income from equity method investments | 2,346 | |||||
| Other non-operating expense | (505) | |||||
| Other corporate expenses5 | (1,391) | |||||
| Elimination of intersegment profits | 244 | |||||
| Income before income taxes | $3,299 | |||||
1 Revenue, cost of sales, and expenses from segments below the quantitative thresholds or that do not constitute a business segment are attributable to an investment advisory business, a laser printer manufacturer, and a commercial property owned by the Company.
2 Elimination of intersegment revenue includes eliminations related to Other revenue in the tables above totaling $43.0 thousand for the three months ended September 30, 2024. After eliminations, Other revenue from third parties is $0.8 million for the three months ended September 30, 2024.
3 The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker. Intersegment expenses are included within the amounts shown.
5 Other corporate expenses consist of unallocated expenses that are related to the activities of Corporate and other in support of the overall business. Unallocated expenses include, but are not limited to: shared services that are not allocated, costs associated with the corporate headquarters and, expenses related to identifying and pursuing new corporate business initiatives.
| Six Months Ended September 30, 2025 | ||||||
|---|---|---|---|---|---|---|
| Overnight Air Cargo · Commercial Aircraft, Engines and Parts · Ground Support Equipment · Digital Solutions · Total | ||||||
| Revenue from external customers | $60,513 | $42,840 | $24,707 | $4,305 | $132,365 | |
| Intersegment revenue | 2,014 | 1,051 | — | — | 3,065 | |
| 62,527 | 43,891 | 24,707 | 4,305 | 135,430 | ||
| Reconciliation of revenue | ||||||
| Other revenue1 | 2,743 | |||||
| Elimination of intersegment revenue2 | (3,153) | |||||
| Total consolidated revenue | $135,020 | |||||
| Cost of sales: | ||||||
| Cost of sales from external sources | 50,821 | 29,084 | 18,842 | 1,598 | ||
| Intersegment operating expense | 2,014 | 953 | — | — | ||
| 52,835 | 30,037 | 18,842 | 1,598 | |||
| General and administrative | 6,336 | 12,865 | 2,838 | 2,814 | 24,853 | |
| Gain on sale of aircraft | — | (7,034) | — | — | (7,034) | |
| Other segment items4 | 275 | 389 | 70 | 420 | 1,154 | |
| Segment profit (loss) | 3,081 | 7,634 | 2,957 | (527) | 13,145 | |
| Reconciliation of profit (loss) | ||||||
| Other revenue1 | 2,743 | |||||
| Other cost of sales1 | (780) | |||||
| Other expenses1 | (2,394) | |||||
| Interest expense | (4,565) | |||||
| Income from equity method investments | 4,160 | |||||
| Other non-operating income | 478 | |||||
| Other corporate expenses5 | (6,646) | |||||
| Elimination of intersegment profits | 286 | |||||
| Income before income taxes | $6,427 | |||||
1 Revenue, cost of sales, and expenses from segments below the quantitative thresholds or that do not constitute a business segment are attributable to an investment advisory business, a laser printer manufacturer, and a commercial property owned by the Company.
2 Elimination of intersegment revenue includes eliminations related to Other revenue in the tables above totaling $88.0 thousand for the six months ended September 30, 2025. After eliminations, Other revenue from third parties is $2.7 million for the six months ended September 30, 2025.
3 The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker. Intersegment expenses are included within the amounts shown.
5 Other corporate expenses consist of unallocated expenses that are related to the activities of Corporate and other in support of the overall business. Unallocated expenses include, but are not limited to: shared services that are not allocated, costs associated with the corporate headquarters and, expenses related to identifying and pursuing new corporate business initiatives.
| Six Months Ended September 30, 2024 | ||||||
|---|---|---|---|---|---|---|
| Overnight Air Cargo · Commercial Aircraft, Engines and Parts · Ground Support Equipment · Digital Solutions · Total | ||||||
| Revenue from external customers | $61,570 | $59,176 | $21,809 | $3,515 | $146,070 | |
| Intersegment revenue | 14 | 848 | — | — | 862 | |
| 61,584 | 60,024 | 21,809 | 3,515 | 146,932 | ||
| Reconciliation of revenue | ||||||
| Other revenue1 | 1,671 | |||||
| Elimination of intersegment revenue2 | (949) | |||||
| Total consolidated revenue | $147,654 | |||||
| Cost of sales: | ||||||
| Cost of sales from external sources | 52,036 | 41,493 | 18,929 | 1,238 | ||
| Intersegment operating expense | 28 | 829 | — | — | ||
| 52,064 | 42,322 | 18,929 | 1,238 | |||
| General and administrative | 5,680 | 12,413 | 3,047 | 2,551 | 23,691 | |
| Other segment items4 | 210 | 819 | 190 | 400 | 1,619 | |
| Segment profit (loss) | 3,630 | 4,470 | (357) | (674) | 7,069 | |
| Reconciliation of profit (loss) | ||||||
| Other revenue1 | 1,671 | |||||
| Other cost of sales1 | (491) | |||||
| Other expenses1 | (2,016) | |||||
| Interest expense | (4,108) | |||||
| Income from equity method investments | 4,269 | |||||
| Other non-operating income | 179 | |||||
| Other corporate expenses5 | (3,507) | |||||
| Elimination of intersegment profits | 336 | |||||
| Income before income taxes | $3,402 | |||||
1 Revenue, cost of sales, and expenses from segments below the quantitative thresholds or that do not constitute a business segment are attributable to an investment advisory business, a laser printer manufacturer, and a commercial property owned by the Company.
2 Elimination of intersegment revenue includes eliminations related to Other revenue in the tables above totaling $87.0 thousand for the six months ended September 30, 2024. After eliminations, Other revenue from third parties is $1.6 million for the six months ended September 30, 2024.
3 The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker. Intersegment expenses are included within the amounts shown.
5 Other corporate expenses consist of unallocated expenses that are related to the activities of Corporate and other in support of the overall business. Unallocated expenses include, but are not limited to: shared services that are not allocated, costs associated with the corporate headquarters and, expenses related to identifying and pursuing new corporate business initiatives.
| Three Months Ended September 30, 2025 | |||||||
|---|---|---|---|---|---|---|---|
| Overnight Air Cargo | Commercial Aircraft, Engines and Parts | Ground Support Equipment | Digital Solutions | Total Reportable segments | Corporate and Other | Total | |
| Depreciation and amortization | 137 | 298 | 34 | 213 | 682 | 145 | 827 |
| Capital Expenditures | 81 | 47 | 15 | — | 143 | 33 | 176 |
| Three Months Ended September 30, 2024 | |||||||
|---|---|---|---|---|---|---|---|
| Overnight Air Cargo | Commercial Aircraft, Engines and Parts | Ground Support Equipment | Digital Solutions | Total Reportable segments | Corporate and Other | Total | |
| Depreciation and amortization | 112 | 368 | 95 | 202 | 777 | 172 | 949 |
| Capital Expenditures | 70 | 14,612 | 158 | — | 14,840 | — | 14,840 |
| Six Months Ended September 30, 2025 | |||||||
|---|---|---|---|---|---|---|---|
| Overnight Air Cargo | Commercial Aircraft, Engines and Parts | Ground Support Equipment | Digital Solutions | Total Reportable segments | Corporate and Other | Total | |
| Depreciation and amortization | 275 | 1,055 | 70 | 420 | 1,820 | 291 | 2,111 |
| Capital Expenditures | 146 | 213 | 15 | — | 374 | 33 | 407 |
| Six Months Ended September 30, 2024 | |||||||
|---|---|---|---|---|---|---|---|
| Overnight Air Cargo | Commercial Aircraft, Engines and Parts | Ground Support Equipment | Digital Solutions | Total Reportable segments | Corporate and Other | Total | |
| Depreciation and amortization | 210 | 558 | 190 | 400 | 1,358 | 351 | 1,709 |
| Capital Expenditures | 261 | 14,674 | 212 | — | 15,147 | 32 | 15,179 |
| Reconciliation of operating income (loss) and elimination of intersegment loss was as follows: | ||||||||
|---|---|---|---|---|---|---|---|---|
| Three Months Ended September 30, 2025 | ||||||||
| (in thousands) | Overnight Air Cargo | Commercial Aircraft, Engines and Parts | Ground Support Equipment | Digital Solutions | Reportable Segment Total | Corporate and Other | Eliminations | Total |
| Operating income (loss) from external sources | $1,615 | $6,838 | $1,619 | $(278) | $9,794 | $(4,286) | $— | $5,508 |
| Intersegment operating (loss) income | — | (61) | — | — | (61) | (81) | 142 | — |
| Operating income (loss) | 1,615 | 6,777 | 1,619 | (278) | 9,733 | (4,367) | 142 | 5,508 |
| Three Months Ended September 30, 2024 | ||||||||
| Overnight Air Cargo | Commercial Aircraft, Engines and Parts | Ground Support Equipment | Digital Solutions | Reportable Segment Total | Corporate and Other | Eliminations | Total | |
| Operating income (loss) from external sources | $1,808 | $3,372 | $418 | $(211) | $5,387 | $(1,767) | $— | $3,620 |
| Intersegment operating (loss) income | (7) | (178) | — | — | (185) | (59) | 244 | — |
| Operating income (loss) | 1,801 | 3,194 | 418 | (211) | 5,202 | (1,826) | 244 | 3,620 |
| Six Months Ended September 30, 2025 | ||||||||
| (in thousands) | Overnight Air Cargo | Commercial Aircraft, Engines and Parts | Ground Support Equipment | Digital Solutions | Reportable Segment Total | Corporate and Other | Eliminations | Total |
| Operating income (loss) from external sources | $3,081 | $7,790 | $2,957 | $(527) | $13,301 | $(6,947) | $— | $6,354 |
| Intersegment operating (loss) income | — | (156) | — | — | (156) | (130) | 286 | — |
| Operating income (loss) | 3,081 | 7,634 | 2,957 | (527) | 13,145 | (7,077) | 286 | 6,354 |
| Six Months Ended September 30, 2024 | ||||||||
| Overnight Air Cargo | Commercial Aircraft, Engines and Parts | Ground Support Equipment | Digital Solutions | Reportable Segment Total | Corporate and Other | Eliminations | Total | |
| Operating income (loss) from external sources | $3,644 | $4,696 | $(357) | $(674) | $7,309 | $(4,247) | $— | $3,062 |
| Intersegment operating (loss) income | (14) | (226) | — | — | (240) | (96) | 336 | — |
| Operating income (loss) | 3,630 | 4,470 | (357) | (674) | 7,069 | (4,343) | 336 | 3,062 |
- 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 $0.4 million as of September 30, 2025. For the three and six months ended September 30, 2025, a gain has been recorded due to an increase in fair value of $0.3 million and $0.7 million, respectively.
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 tonine 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 athree-year period, together with interest at the then currentten-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 byeight. In addition, the Shanwick Put/Call Option also grants the non-controlling interest owners an option to require the Company to purchase from them their respective ownership interests at the Put Option price, that is equal to the average EBIT over the three Financial Years prior to the exercise of the Put Option multiplied by seven and one-half. The Call Option and the Put Option may be exercised at any time from the fifth anniversary of the shareholder agreement and then only at the end of each fiscal year of Air T ("Shanwick RNCI").
The Company has presented the Shanwick RNCI between the liabilities and equity sections of the accompanying condensed consolidated balance sheets. In addition, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the estimated redemption value at the end of each reporting period. As the Shanwick RNCI will be redeemed at established multiples of EBIT, it is considered redeemable at other than fair value. Changes in its estimated redemption value are recorded on our consolidated statements of operations within non-controlling interests.
The Shanwick RNCI and Contrail RNCI are measured at the higher of their carrying value or their redemption value. As of September 30, 2025, the balances were comprised of the following (in thousands):
| Shanwick RNCI | Contrail RNCI | Total | |
|---|---|---|---|
| Beginning Balance as of April 1, 2025 | $5,176 | $1,878 | $7,054 |
| Distribution to non-controlling members | — | (377) | (377) |
| Net income attributable to non-controlling interests | 258 | 392 | 650 |
| Other comprehensive income attributable to the RNCI | 254 | — | 254 |
| Redemption value adjustments | (70) | 709 | 639 |
| Ending Balance as of September 30, 2025 | $5,618 | $2,602 | $8,220 |
Crestone Asset Management, LLC and CJVII, LLC
For CAM's Investment Function, as described in Note 9, CAM's initial commitment to CJVII was approximately $51.0 million. The Company and MRC have commitments to CAM in the respective amounts of $7.0 million and $44.0 million. These represent the investor interests of CAM, separate and distinct from the common interests. Any investment returns on CAM’s investor interests are shared pro-rata between the Company and MRC for each individual investment at the CJVII Series. Per its Operating Agreement, CAM is comprised of only two Series: the Onshore and the Offshore Series. Participation in each is determined solely based on whether a potential investment at the CJVII Series is a domestic (Onshore) or international (Offshore) investment. As of September 30, 2025, for its Investment Function, the Company has contributed $19.6 million to CAM’s Offshore Series and $1.0 million to CAM’s Onshore Series. The Company fulfilled its Investment Function initial commitment to CAM in fiscal year 2023.
In connection with the formation of CAM, MRC has a fixed price put option of $1.0 million to sell its common equity in CAM to the Company at each of the first three (3) anniversary dates. At the later of (a) five (5) years after execution of the agreement and (b) distributions to MRC per the waterfall equal to their capital contributions, Air T has a call option and MRC has a put option on the MRC common interests in CAM ("secondary put and call option"). If either party exercises the option, the exercise price will be fair market value if Air T pays in cash at closing or 112.5% of fair market value if Air T opts to pay in three (3) equal annual installments after exercise. With respect to the secondary put and call option, as it is priced at fair value, the Company determined that there is no potential loss or gain upon exercise that would need to be recognized.
- 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 $4.6 million and $4.4 million at September 30, 2025 and March 31, 2025, respectively. There wereno liabilities recorded related to the nonfinancial guarantees at both September 30, 2025 and March 31, 2025.
- Subsequent Events
On October 21, 2025, the Company and a wholly-owned, indirect subsidiary of the Company delivered a Sale and Implementation Deed with the Court-Appointed Administrators of Regional Express Holdings Limited (Rex). If creditor, court and other approvals are received, the Company then expects to close the proposed transaction by calendar year end.
The proposed transaction provides for the Company's indirect subsidiary to acquire all of the outstanding capital stock of Rex, which operates the leading regional airline in Australia.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.