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Document And Entity Information - USD ($)
$ in Thousands
12 Months Ended
Mar. 31, 2016
May 31, 2016
Sep. 30, 2015
Document Information [Line Items]      
Entity Registrant Name AIR T INC    
Entity Central Index Key 0000353184    
Trading Symbol airt    
Current Fiscal Year End Date --03-31    
Entity Filer Category Smaller Reporting Company    
Entity Current Reporting Status Yes    
Entity Voluntary Filers No    
Entity Well-known Seasoned Issuer No    
Entity Common Stock, Shares Outstanding (in shares)   2,372,527  
Entity Public Float     $ 29,370
Document Type 10-K/A    
Document Period End Date Mar. 31, 2016    
Document Fiscal Year Focus 2016    
Document Fiscal Period Focus FY    
Amendment Flag true    
Amendment Description EXPLANATORY NOTE Air T, Inc. (the “Company,” “Air T,” “we” or “us”) is filing this amended Form 10-K/A (“Form 10-K/A”) to amend its Annual Report on Form 10-K for the fiscal year ended March 31, 2016, originally filed with the Securities and Exchange Commission (the “SEC”) on June 29, 2016 (“Original Filing”), to restate our audited consolidated financial statements and related footnote disclosures at March 31, 2016 and for the fiscal year ended March 31, 2016. The previously filed financial statements for those periods should no longer be relied upon. This Form 10-K/A also amends certain other items in the Original Filing, as listed in “Items Amended in this Form 10-K/A” below. Restatement Background As disclosed in the Original Filing, pursuant to a Securities Purchase Agreement dated as of October 2, 2015 (the “Securities Purchase Agreement”) among the Company, Delphax Technologies Inc. (“Delphax”) and its subsidiary, Delphax Technologies Canada Limited (“Delphax Canada”), on November 24, 2015 (the “Closing Date”), the Company purchased (i) at face value a $2,500,000 principal amount Five-Year Senior Subordinated Promissory Note (the “Senior Subordinated Note”) issued by Delphax Canada for a combination of cash and the outstanding principal of $500,000 and accrued and unpaid interest under a 90-Day Senior Subordinated Note purchased at face value by the Company from Delphax Canada on October 2, 2015 pursuant to the Securities Purchase Agreement and (ii) for $1,050,000 in cash a total of 43,000 shares of Delphax’s Series B Preferred Stock (the “Series B Preferred Stock”) and a Stock Purchase Warrant (the “Warrant”) to acquire an additional 95,600 shares of Series B Preferred Stock at a price of $33.4728 per share (subject to adjustment for specified dilutive events). As further disclosed in the Original Filing, each share of Series B Preferred Stock is convertible into 100 shares of common stock of Delphax, subject to anti-dilution adjustments, and has no liquidation preference over shares of common stock of Delphax. No dividends are required to be paid with respect to the shares of Series B Preferred Stock, except that ratable dividends (on an as-converted basis) are to be paid in the event that dividends are paid on the common stock of Delphax. Based on the number of shares of Delphax common stock outstanding and reserved for issuance under Delphax’s employee stock option plans at the Closing Date, the number of shares of common stock underlying the Series B Preferred Stock purchased by the Company represented approximately 38% of the shares of Delphax common stock that would be outstanding assuming conversion of Series B Preferred Stock held by the Company. Holders of the Series B Preferred Stock, voting as a separate class, were initially entitled to elect (and exercise rights of removal and replacement) with respect to three-sevenths of the board of directors of Delphax, and after June 1, 2016 the holders of the Series B Preferred Stock, voting as a separate class, were entitled to elect (and to exercise rights of removal and replacement of) with respect to four-sevenths of the members of the board of directors of Delphax. The Warrant expires on November 24, 2021 and provides that in the event that dividends are paid on the common stock of Delphax, the holder of the Warrant is entitled to participate in such dividends on a ratable basis as if the Warrant had been fully exercised and the shares of Series B Preferred Stock acquired upon such exercise had been converted into shares of Delphax common stock. The consolidated financial statements included in the Original Filing reflect the consolidation of Delphax with the Company and its subsidiaries from the Closing Date. Such consolidated financial statements also reflected an attribution of 62% of Delphax’s loss for periods commencing as of the Closing Date to non-controlling interests in the determination of consolidated net income attributable to Air T, Inc. stockholders. Such attribution was based on the Company’s ownership of the Series B Preferred Stock, which represented approximately 38% of the shares of Delphax common stock that would be outstanding assuming conversion of Series B Preferred Stock held by the Company. We have concluded that it was not appropriate to base attribution solely on our ownership of the Series B Preferred Stock and that our attribution methodology should be based on consideration of all of Air T’s investments in Delphax and Delphax Canada. As disclosed above, the Warrant provides that in the event that dividends are paid on the common stock of Delphax, the holder of the Warrant is entitled to participate in such dividends on a ratable basis as if the Warrant had been fully exercised and the shares of Series B Preferred Stock acquired upon such exercise had been converted into shares of Delphax common stock. This provision would have entitled Air T, Inc. to approximately 67% of any Delphax dividends paid, with the remaining 33% paid to the non-controlling interests. We concluded that this was a substantive distribution right which should be considered in the attribution of Delphax net income or loss to non-controlling interests. We furthermore concluded that our investment in the Senior Subordinated Note issued by Delphax Canada should be, under defined circumstances, considered in attribution. Specifically, we concluded that if, through attribution of 33% of Delphax net losses to the non-controlling interests, the non-controlling interests’ Delphax equity balance is reduced to zero, there could be a period during which no portion of Delphax’s net loss is attributed to the non-controlling interests due to the fact that Air T, Inc.’s investment in the Senior Subordinated Note constitutes the then next most at risk Delphax financing instrument. As a result of the application of such methodology, for the fiscal year ended March 31, 2016 the attribution of Delphax losses to non-controlling interests should have been 33%. 2 In addition, we are also correcting an otherwise immaterial error associated with our elimination of intercompany interest charged by Air T, Inc. to Delphax Canada under the Senior Subordinated Note. We are also correcting an inadvertent transposition of the entries for the fiscal year ended March 31, 2016 for “proceeds from sale of property and equipment” and “capital expenditures” in the presentation of cash flows from investing activities on our Consolidated Statements of Cash Flows (which correction does not affect the reported amount of net cash used in investing activities for that period). This Form 10-K/A is being filed to restate our audited consolidated financial statements at March 31, 2016 and for the fiscal year ended March 31, 2016 to so correct the treatment of Air T’s interests in Delphax with respect to the attribution of Delphax losses and the elimination of intercompany interest and to correct and expand related disclosures. Restatement of Other Financial Statements We are concurrently filing (i) an amendment to our Quarterly Report on Form 10-Q for the period ended December 31, 2015 (the “Q3 2016 Form 10-Q/A”) to similarly restate our unaudited condensed consolidated financial statements and related financial information at and for the three and nine months ended December 31, 2015 and to amend certain other items within that report, (ii) an amendment to our Quarterly Report on Form 10-Q for the period ended June 30, 2016 (the “Q1 2017 Form 10-Q/A”) to similarly restate our unaudited condensed consolidated financial statements and related financial information at June 30, 2016 and March 31, 2016 and for the three months ended June 30, 2016 and to amend certain other items within that report, (iii) an amendment to our Quarterly Report on Form 10-Q for the period ended September 30, 2016 (the “Q2 2017 Form 10-Q/A”) to similarly restate our unaudited condensed consolidated financial statements and related financial information at September 30, 2016 and March 31, 2016 and for the three and six months ended September 30, 2016 and to amend certain other items within that report, and (iv) an amendment to our Quarterly Report on Form 10-Q for the period ended December 31, 2016 (the “Q3 2017 Form 10-Q/A”) to similarly restate our unaudited condensed consolidated financial statements and related financial information at December 31, 2016 and March 31, 2016 and for the three and nine months ended December 31, 2016 and 2015 and to amend certain other items within that report. Internal Control and Disclosure Controls Considerations Our Chief Executive Officer and Chief Financial Officer have determined that there were deficiencies in our internal control over financial reporting that constitute material weaknesses, as defined by SEC regulations, at March 31, 2016, with respect to procedures for the determination of the appropriate attribution of Delphax losses to non-controlling interests and with respect to our analysis of the applicable accounting guidance applicable to recognition of our investments in Delphax. Accordingly, our Chief Executive Officer and Chief Financial Officer have concluded that our internal control over financial reporting and disclosure controls and procedures, as defined by SEC regulations, were not effective at March 31, 2016, as discussed in Part II, Item 9A of this Form 10-K/A. Items Amended in this Form 10-K/A For the convenience of the reader, this Form 10-K/A sets forth the Original Filing, in its entirety, as modified and superseded as necessary to reflect the restatement described above. The following items in the Original Filing have been amended as a result of, and to reflect, the restatement: A. Part I, Item 1A. Risk Factors B. Part II, Item 6. Selected Financial Data C. Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations D. Part II, Item 8. Financial Statements and Supplementary Data E. Part II, Item 9A. Controls and Procedures F. Part IV, Item 15 Exhibits and Financial Statement Schedules In accordance with applicable SEC rules, this Form 10-K/A includes new certifications required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, as amended, from our Chief Executive Officer and Chief Financial Officer dated as of the filing date of this Form 10-K/A. In addition, the Exhibit Index has been appropriately updated.