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AIR T INC - Quarter Report: 2007 September (Form 10-Q)

airt10q093006.htm
 
   
UNITED STATES
   
SECURITIES AND EXCHANGE COMMISSION
   
WASHINGTON, D.C.  20549
     
   
FORM 10-Q
     
 
(Mark one)
 
X
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
   
of 1934 for the quarterly period ended September 30, 2007
     
 
 
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from _____to _____
     
     
   
Commission file Number                        0-11720
     
   
Air T, Inc.
   
(Exact name of registrant as specified in its charter)
     
   
              Delaware                                                                      52-1206400
   
   (State or other jurisdiction of                                                           (I.R.S. Employer
   
    incorporation or organization)                                                          Identification No.)
     
   
Post Office Box 488, Denver, North Carolina  28037
   
(Address of principal executive offices, including zip code)
     
   
(828) 464-8741
   
(Registrant's telephone number, including area code)
     
   
     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
     
   
Yes   X                  No ______
     
   
     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer (see definition of “accelerated filer and large accelerated filer) in Rule 12b-2 of the Exchange Act)
     
   
                            Large Accelerated Filer____  Accelerated Filer_____  Non-Accelerated Filer__X__
     
     
   
     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)
     
   
Yes               No ___X___
     
     
   
APPLICABLE ONLY TO CORPORATE ISSUERS:
   
     Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
     
   
2,423,506 shares of Common Stock, par value of $.25 per share were outstanding as of October 31, 2007.  Common Stock is the only class of stock outstanding.
     

1


 
         
 
INDEX
     
     
PAGE
 
PART I.  FINANCIAL INFORMATION
     
         
Item 1.  Financial Statements
     
         
Condensed Consolidated Statements of Operations
     
for the three and six months ended
   
3
 
September 30, 2007 and 2006 (Unaudited)
       
           
Condensed Consolidated Balance Sheets at
       
September 30, 2007 (Unaudited)
       
and March 31, 2007
   
4
 
           
Condensed Consolidated Statements of Cash
       
Flows for the six months
       
ended September 30, 2007 and 2006 (Unaudited)
   
5
 
           
Condensed Consolidated Statements of Stockholders’
       
Equity and Comprehensive Income for the
       
six months ended September 30,
       
2007 and 2006(Unaudited)
   
6
 
           
Notes to Condensed Consolidated Financial
       
Statements (Unaudited)
   
7-12
 
           
Item 2.
Management’s Discussion and Analysis
       
 
of Financial Condition and Results
       
 
of Operations
   
12-19
 
           
Item 3.
Quantitative and Qualitative Disclosure
       
 
About Market Risk
   
19
 
           
Item 4.
Controls and Procedures
   
19-20
 
           
PART II.  OTHER INFORMATION
       
           
Item 1.
Legal Proceedings
   
20
 
           
Item 2.
Unregistered Sales of Equity Securities and
       
 
Use of Proceeds
   
20
 
           
Item 4.
Submission of Matters to a Vote of Securities Holders
   
21
 
           
Item 6.
Exhibits
   
22
 
           
 
Signatures
   
23
 
           
 
Exhibit Index
   
24
 
           
 
Officers’ Certifications
   
25-27
 
         

2

Item 1.  Financial Statements

AIR T, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)


   
Three Months Ended
   
Six Months Ended
 
   
September 30,
   
September 30,
 
   
2007
   
2006
   
2007
   
2006
 
Operating Revenues:
                       
Overnight air cargo
  $
9,503,715
    $
8,646,307
    $
18,016,166
    $
17,222,259
 
Ground equipment
   
7,908,102
     
6,074,798
     
15,191,618
     
13,582,655
 
     
17,411,817
     
14,721,105
     
33,207,784
     
30,804,914
 
                                 
Operating Expenses:
                               
Flight-air cargo
   
4,910,228
     
4,313,963
     
9,260,290
     
8,487,824
 
Maintenance-air cargo
   
3,171,403
     
3,111,313
     
6,010,564
     
6,209,996
 
Ground equipment
   
6,110,445
     
4,470,339
     
11,288,813
     
9,728,603
 
General and administrative
   
2,246,464
     
2,125,093
     
4,583,370
     
4,396,645
 
Depreciation and amortization
   
125,048
     
147,962
     
248,922
     
324,796
 
     
16,563,588
     
14,168,670
     
31,391,959
     
29,147,864
 
                                 
Operating Income
   
848,229
     
552,435
     
1,815,825
     
1,657,050
 
                                 
Non-operating Expense (Income) Expense:
                         
Interest, net
   
64,334
     
27,908
     
121,581
     
32,017
 
Deferred retirement expense
    (3,399 )    
5,250
     
101
     
10,500
 
Investment income and other
    (47,345 )     (58,575 )     (113,882 )     (119,016 )
     
13,590
      (25,417 )    
7,800
      (76,499 )
                                 
                                 
Earnings Before Income Taxes
   
834,639
     
577,852
     
1,808,025
     
1,733,549
 
                                 
Income Tax Expense
   
296,989
     
206,785
     
644,007
     
635,687
 
                                 
Net Earnings
  $
537,650
    $
371,067
    $
1,164,018
    $
1,097,862
 
                                 
Basic and Diluted Net
                               
Earnings Per Share
  $
0.22
    $
0.14
    $
0.47
    $
0.41
 
                                 
                                 
Weighted Average Shares Outstanding:
                         
Basic and Diluted
   
2,432,392
     
2,671,293
     
2,446,949
     
2,671,293
 
                                 
See notes to condensed consolidated financial statements.
                 

 
3


 
AIR T, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS



   
September 30, 2007
   
March 31, 2007
 
ASSETS
 
(Unaudited)
   
(Note)
 
Current Assets:
           
Cash and cash equivalents
  $
1,869,494
    $
2,895,499
 
Marketable securities
   
891,001
     
860,870
 
Accounts receivable, less allowance
               
for doubtful accounts of $220,000 at September
         
  30, 2007 and $413,000 at March 31, 2007
   
8,749,710
     
7,643,391
 
Income taxes receivable
   
238,884
     
-
 
Notes and other non-trade receivables-current
   
31,883
     
68,730
 
Inventories, net
   
9,171,602
     
8,085,755
 
Deferred tax assets
   
660,010
     
724,534
 
Prepaid expenses and other
   
170,758
     
325,533
 
  Total Current Assets
   
21,783,342
     
20,604,312
 
                 
Property and Equipment
   
7,653,524
     
8,113,363
 
Less accumulated depreciation
    (5,844,919 )     (5,820,852 )
  Property and Equipment, net
   
1,808,605
     
2,292,511
 
                 
Deferred Tax Assets
   
257,119
     
170,353
 
Cash Surrender Value of Life Insurance Policies
   
1,330,706
     
1,296,703
 
Notes and Other Non-Trade Receivables-Long Term
   
183,848
     
200,529
 
Other Assets
   
81,182
     
50,576
 
  Total Assets
  $
25,444,802
    $
24,614,984
 
           
LIABILITIES AND STOCKHOLDERS' EQUITY
               
Current Liabilities:
               
Accounts payable
  $
4,661,306
    $
5,304,022
 
Accrued expenses
   
2,001,867
     
2,236,106
 
Income taxes payable
   
-
     
194,840
 
Current portion of long-term debt and obligations
   
125,010
     
144,684
 
 Total Current Liabilities
   
6,788,183
     
7,879,652
 
                 
Capital Lease Obligations (less current portion)
   
70,457
     
77,702
 
Long-Term Debt (less current portion)
   
2,465,547
     
575,204
 
Deferred Retirement Obligations (less current portion)
   
638,301
     
633,693
 
                 
Stockholders' Equity:
               
Preferred stock, $1 par value, authorized 50,000 shares,
         
  none issued
   
-
     
-
 
Common stock, par value $.25; authorized 4,000,000 shares;
         
2,423,506 and 2,509,998 shares issued and
         
  outstanding
   
605,876
     
627,499
 
Additional paid in capital
   
5,541,363
     
6,058,070
 
Retained earnings
   
9,211,773
     
8,658,606
 
Accumulated other comprehensive income, net
   
123,302
     
104,558
 
Total Stockholders' Equity
   
15,482,314
     
15,448,733
 
  Total Liabilities and Stockholders’ Equity
  $
25,444,802
    $
24,614,984
 
                 
Note: The balance sheet at March 31, 2007 has been derived from the audited consolidated
 
financial statements included in the Company's Annual Report on Form 10-K for the
 
       fiscal year ended March 31, 2007.
               
                 
See notes to condensed consolidated financial statements.
         

4

AIR T, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
 
   
Six Months Ended
 
   
September 30,
 
   
2007
   
2006
 
Cash flows from operating activities:
           
Net earnings
  $
1,164,018
    $
1,097,862
 
Adjustments to reconcile net earnings to net
               
 cash provided by operating activities:
               
Change in accounts receivable and inventory reserves
    (133,106 )    
238,169
 
Depreciation and amortization
   
248,922
     
324,796
 
Increase in cash surrender value of life insurance
    (34,003 )     (34,001 )
Deferred taxes
    (34,034 )     (118,994 )
Warranty reserve
   
38,000
      (67,464 )
Compensation expense related to stock options
   
174,556
     
89,108
 
Change in assets and liabilities which provided (used) cash:
               
Accounts receivable
    (913,171 )    
3,392,926
 
Notes receivable
   
53,528
     
6,756
 
Income taxes receivable/payable
    (433,724 )     (258,438 )
Inventories
    (686,297 )     (4,442,843 )
Prepaid expenses and other
   
124,168
     
102,532
 
Accounts payable
    (642,716 )    
405,969
 
Accrued expenses and other current liabilities
    (279,616 )     (312,620 )
 Total adjustments
    (2,517,493 )     (674,104 )
 Net cash (used) provided by operating activities
    (1,353,475 )    
423,758
 
Cash flows from investing activities:
               
Capital expenditures
    (224,608 )     (67,136 )
 Net cash used in investing activities
    (224,608 )     (67,136 )
Cash flows from financing activities:
               
Payments on aircraft term loan
    (64,532 )     (51,568 )
Net borrowings on line of credit
   
1,946,606
     
1,906,161
 
Stock repurchase
    (712,886 )    
-
 
Payments on capital leases
    (6,259 )     (40,996 )
Payment of cash dividend
    (610,851 )     (667,823 )
 Net cash provided by financing activities
   
552,078
     
1,145,774
 
Net (decrease) increase in cash and cash equivalents
    (1,026,005 )    
1,502,396
 
Cash and cash equivalents at beginning of period
   
2,895,499
     
2,702,424
 
Cash and cash equivalents at end of period
  $
1,869,494
    $
4,204,820
 
                 
Supplemental disclosure of cash flow information:
               
Cash paid during the period for:
               
Interest
  $
134,469
    $
37,317
 
Income taxes
   
1,113,354
     
1,011,155
 
                 
Summary of significant non-cash information:
               
Increase (decrease) in fair value of marketable securities, net of tax
  $
18,744
    $
18,545
 
Leased equipment transferred to (from) inventory
    (458,300 )    
1,476,708
 
                 
See notes to condensed consolidated financial statements.
               
                 

5


AIR T, INC AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
AND COMPREHENSIVE INCOME (UNAUDITED)
 

                           
Accumulated
       
   
Common Stock
   
Additional
   
Retained
   
Other
   
Total
 
               
Paid-In
   
Earnings
   
Comprehensive
   
Stockholders'
 
   
Shares
   
Amount
   
Capital
         
Income
   
Equity
 
                                     
Balance, March 31, 2006
   
2,671,293
    $
667,823
    $
6,939,357
    $
6,840,383
    $
52,479
    $
14,500,042
 
                                                 
Comprehensive Income:
                                               
Net earnings
                           
1,097,862
                 
Unrealized loss
                                               
on securities, net of tax
                             
18,545
         
Total Comprehensive Income
                                           
1,116,407
 
Cash dividend
                            (667,823 )             (667,823 )
Compensation expense
                                               
related to stock options
                   
89,108
                     
89,108
 
                                                 
Balance, September 30, 2006
   
2,671,293
    $
667,823
    $
7,028,465
    $
7,270,422
    $
71,024
    $
15,037,734
 
                                                 
                                                 
                                                 
                                                 
                                   
Accumulated
         
   
Common Stock
   
Additional
   
Retained
   
Other
   
Total
 
                   
Paid-In
   
Earnings
   
Comprehensive
   
Stockholders'
 
   
Shares
   
Amount
   
Capital
           
Income
   
Equity
 
                                                 
Balance, March 31, 2007
   
2,509,998
    $
627,499
    $
6,058,070
    $
8,658,606
    $
104,558
    $
15,448,733
 
                                                 
Comprehensive Income:
                                               
Net earnings
                           
1,164,018
                 
Unrealized gain
                                               
on securities, net of tax
                             
18,744
         
Total Comprehensive Income
                                           
1,182,762
 
                                             
-
 
                                             
-
 
Cash dividend
                            (610,851 )             (610,851 )
Compensation expense
                                               
related to stock options
                   
174,556
                     
174,556
 
Stock repurchase
    (86,492 )     (21,623 )     (691,263 )                     (712,886 )
Balance, September 30, 2007
   
2,423,506
    $
605,876
    $
5,541,363
    $
9,211,773
    $
123,302
    $
15,482,314
 
                                                 
                                                 
See notes to condensed consolidated financial statements.
                         

6

 

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. (the “Company”) 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.  The results of operations for the three and six month periods ended September 30 are not necessarily indicative of the results that may be expected for the year ending March 31, 2008.

It is suggested that these condensed consolidated financial statements 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, 2007.

2.  Income Taxes

The Company adopted the provisions of Financial Accounting Standards Board (“FASB”) Interpretation No. 48 (“FIN 48”), Accounting for Uncertainty in Income Taxes- an Interpretation of FASB Statement No. 109, on April 1, 2007.  The Company has analyzed filing positions in all of the federal and state jurisdictions where it is required to file income tax returns, as well as all open tax years in these jurisdictions.  The periods subject to examination for the Company’s federal return are the fiscal 2006 and 2007 tax years.  The Company did not have any unrecognized tax benefits and there was no effect on our financial condition or results of operations as a result of implementing FIN 48.

It is the Company policy to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense.  As of the date of adoption of FIN 48, the Company did not have any accrued interest or penalties associated with any unrecognized tax benefits, nor was any interest expense recognized during the six month period ended September 30, 2007.

 
The tax effect of temporary differences, primarily asset reserves and accrued liabilities, gave rise to the Company's deferred tax asset in the accompanying September 30, 2007 and March 31, 2007 consolidated balance sheets. Deferred income taxes are recognized for the tax consequence of such temporary differences at the enacted tax rate expected to be in effect when the differences reverse.

The income tax provision for the respective six months ended September 30, 2007 and 2006 differ from the federal statutory rate primarily as a result of state income taxes and, to a lesser extent, other permanent differences.

7

3.  
Comprehensive Income

The following table provides a reconciliation of net earnings reported in our financial statements to total comprehensive income:

 
                         
   
Three Months Ended
   
Six Months Ended
 
   
September 30,
   
September 30,
 
   
2007
   
2006
   
2007
   
2006
 
                         
Net earnings
  $
537,650
    $
371,067
    $
1,164,018
    $
1,097,862
 
                                 
Other Comprehensive Income:
                               
Unrealized gain on securities,
                               
  net of tax
   
9,372
     
30,359
     
18,744
     
18,545
 
Total Comprehensive Income
  $
547,022
    $
401,426
    $
1,182,762
    $
1,116,407
 


4.  Net Earnings Per Share

Basic earnings per share has been calculated by dividing net earnings by the weighted average number of common shares outstanding during each period.  For purposes of calculating diluted earnings per share, shares issuable under employee stock options were considered potential common shares and were included in the weighted average common shares unless they were anti-dilutive.

The computation of basic and diluted earnings per common share is as follows:

   
Three Months Ended
   
Six Months Ended
 
   
September 30,
   
September 30,
 
   
2007
   
2006
   
2007
   
2006
 
                         
Net earnings
  $
537,650
    $
371,067
    $
1,164,018
    $
1,097,862
 
                                 
Basic and Diluted Net Earnings Per Share
  $
0.22
    $
0.14
    $
0.47
    $
0.41
 
                                 
Weighted Average Shares Outstanding:
                               
Basic and Diluted
   
2,432,392
     
2,671,293
     
2,446,949
     
2,671,293
 

At September 30, 2007 and 2006, respectively, options to acquire 241,000 shares and 226,000 shares of common stock were not included in computing diluted earnings per common share because their effects were anti-dilutive.


5.           Inventories

Inventories consist of the following:

   
September 30, 2007
   
March 31, 2007
 
Aircraft parts and supplies
  $
501,148
    $
485,209
 
Ground equipment manufacturing:
               
Raw materials
   
7,164,551
     
6,250,813
 
Work in process
   
1,362,191
     
1,648,896
 
Finished goods
   
867,606
     
364,688
 
Total inventories
   
9,895,496
     
8,749,606
 
Reserves
    (723,894 )     (663,851 )
                 
Total, net of reserves
  $
9,171,602
    $
8,085,755
 


8

6.           Stock Based Compensation

The Company maintains stock based compensation plans which allow for the issuance of nonqualified stock options to officers, other key employees of the Company, and to members of the Board of Directors.  The Company accounts for stock compensation using the fair value recognition provisions of FASB Statement No. 123(R), Share-Based Payment.

No options were granted or exercised during the three months ended September 30, 2007.  Stock based compensation expense has been recognized in the amount of $87,278 and $58,358 for the three months ended September 30, 2007 and 2006, and $174,556 and $89,108 for the six months ended September 30, 2007 and 2006, respectively.  As of September 30, 2007, there was $661,000 of unrecognized compensation expense to be recognized through December 31, 2009.


7.           Recent Accounting Pronouncements

In September 2006, the FASB issued Statement No. 157 (“SFAS 157”), Fair Value Measurements.  SFAS 157 establishes a framework for measuring fair value within generally accepted accounting principles, clarifies the definition of fair value within the framework, and expands disclosures about the use of fair value measurements.  SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years.  The Company has not determined the impact of adopting SFAS 157 on its consolidated financial statements.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Liabilities (“SFAS 159”). SFAS 159 is effective as of the beginning of the first fiscal year beginning after November 15, 2007, and is effective for the Company April 1, 2008.  SFAS 159 provides companies with an option to report selected financial assets and liabilities at fair value that are not currently required to be measured at fair value. Accordingly, companies would then be required to report unrealized gains and losses on these items in earnings at each subsequent reporting date. The objective is to improve financial reporting by providing companies with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently. SFAS 159 also establishes presentation and disclosure requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities. The Company has not determined the impact of adopting SFAS 159 on its consolidated financial statements.


8.           Financing Arrangements

In September 2007, the Company amended its $7,000,000 secured long-term revolving credit line to extend its expiration date to August 31, 2009.  The revolving credit line contains customary events of default, a subjective acceleration clause and restrictive covenants that, among other matters, require the Company to maintain certain financial ratios.  There is no requirement for the Company to maintain a lock-box arrangement under this agreement.  As of September 30, 2007, the Company was in compliance with all of the restrictive covenants.  The amount of credit available to the Company under the agreement at any given time is determined by an availability calculation, based on the eligible borrowing base, as defined in the credit agreement, which includes the Company’s outstanding receivables, inventories and equipment, with certain exclusions.  Amounts advanced under the credit facility bear interest at the 30-day “LIBOR” rate plus 137 basis points.  The LIBOR rate at September 30, 2007 was 5.72%.  The credit facility is secured by substantially all of the Company’s assets.  At September 30, 2007, $1,947,000 was outstanding under the line of credit.

The Company assumes various financial obligations and commitments in the normal course of its operations and financing activities.  Financial obligations are considered to represent known future cash payments that the Company is required to make under existing contractual arrangements such as debt and lease agreements.

9

9.           Segment Information

    The Company operates in two business segments, providing overnight air cargo services to the express delivery services industry and aviation ground support and other specialized equipment products and services to passenger and cargo airlines, airports, the military and industrial customers.  Each business segment has separate management teams and infrastructures that offer different products and services.  The Company’s air cargo operations are comprised of its Mountain Air Cargo, Inc. (“MAC”) and CSA Air, Inc. (“CSA”) subsidiaries and the Company’s ground support operations consist of its Global Ground Support, LLC (“Global”) and Global Aviation Services, LLC (“GAS”) subsidiaries. GAS was set up as a new wholly owned subsidiary in September 2007, to operate the ground support equipment (GSE) maintenance services business of the company.

The Company evaluates the performance of its operating segments based on operating income.  Segment data is summarized as follows:


   
Three Months Ended September 30,
   
Six Months Ended September 30,
 
   
2007
   
2006
   
2007
   
2006
 
Operating Revenues:
                       
Overnight Air Cargo
  $
9,503,715
    $
8,646,307
    $
18,016,166
    $
17,222,259
 
Ground Equipment:
                               
   Domestic
   
7,492,042
     
5,509,884
     
14,677,058
     
12,980,241
 
   International
   
416,060
     
564,914
     
514,560
     
602,414
 
Total Ground Equipment
   
7,908,102
     
6,074,798
     
15,191,618
     
13,582,655
 
Total
  $
17,411,817
    $
14,721,105
    $
33,207,784
    $
30,804,914
 
                                 
Operating Income (Loss):
                               
Overnight Air Cargo
  $
512,889
    $
360,102
    $
858,954
    $
822,640
 
Ground Equipment
   
841,481
     
643,578
     
2,054,267
     
2,001,333
 
Corporate  (1)
    (506,141 )     (451,245 )     (1,097,396 )     (1,166,923 )
Total
  $
848,229
    $
552,435
    $
1,815,825
    $
1,657,050
 
                                 
Depreciation and Amortization:
                         
Overnight Air Cargo
  $
106,270
    $
123,395
    $
216,328
    $
249,352
 
Ground Equipment
   
15,024
     
9,773
     
27,285
     
48,813
 
Corporate
   
3,754
     
14,794
     
5,309
     
26,631
 
Total
  $
125,048
    $
147,962
    $
248,922
    $
324,796
 
                                 
Capital Expenditures, net:
                               
Overnight Air Cargo
  $
31,807
    $
26,775
    $
47,630
    $
31,775
 
Ground Equipment
   
72,302
     
-
     
110,741
     
-
 
Corporate
   
19,218
     
6,329
     
66,237
     
35,361
 
Total
  $
123,327
    $
33,104
    $
224,608
    $
67,136
 
                                 
                                 
   
As of
                 
   
September 30, 2007
   
March 31, 2007
                 
Identifiable Assets:
                               
Overnight Air Cargo
  $
4,609,968
    $
5,823,455
                 
Ground Equipment
   
16,014,373
     
13,247,048
                 
Corporate
   
4,820,461
     
5,544,481
                 
                                 
Total
  $
25,444,802
    $
24,614,984
                 
                                 
(1) Includes income from inter-segment transactions.
                 

10

10.           Commitments and Contingencies

On February 28, 2005, a 135-foot fixed-stand deicing boom sold by Global for installation at the Philadelphia, Pennsylvania airport, and maintained by Global, collapsed on an Airbus A330 aircraft operated by U.S. Airways.  While the aircraft suffered some structural damage, no passengers or crew on the aircraft were injured.  The operator of the deicing boom has claimed to suffer injuries in connection with the collapse.  Immediately following this incident, the remaining eleven fixed-stand deicing booms sold by Global and installed at the Philadelphia airport were placed out of service pending investigation of their structural soundness.  These booms include 114-foot smaller deicing booms, as well as additional 135-foot extended deicing booms.  All of these booms were designed, fabricated and installed by parties other than Global and are the only booms of this model that have been sold by Global.

In June 2005, after an independent structural engineering firm’s investigation identified specific design flaws and structural defects in the remaining 11 booms and Global’s subcontractor declined to participate in efforts to return the remaining 11 booms to service, Global agreed with the City of Philadelphia to effect specific repairs to the remaining 11 booms.  Under this agreement, Global agreed to effect the repairs to these booms at its expense and reserved its rights to recover these expenses from any third party ultimately determined to be responsible for defects and flaws in these booms.  The agreement provided that if Global performed its obligations under the agreement, the City of Philadelphia will not pursue any legal remedies against Global for the identified design flaws and structural defects with respect to these 11 booms.  However, the City of Philadelphia retained its rights with respect to any cause of action arising from the collapse of the boom in February 2005.

On October 11, 2005, Global completed the repair, installation and recertification of ten of the deicing booms.  Repair had been completed on the eleventh boom, which was then damaged in transit to the Philadelphia airport by an independent carrier.  The additional repair work on that boom has been completed and the boom has been delivered back to the airport. The carrier had initially undertaken that such further repair work would be at its expense, though the carrier subsequently disclaimed liability for the full costs associated with the damage to the eleventh boom.  Global then initiated litigation against the carrier to recover its costs related to the damage to the eleventh boom, and that claim has now been resolved, as described below.

Global has been named as a defendant in three legal actions arising from the February 2005 boom collapse at the Philadelphia airport.  In the first, U.S. Airways vs. Elliott Equipment Company, et al., which is pending in United States District Court for the Eastern District of Pennsylvania, U.S. Airways initiated an action on April 7, 2006 against Global and its subcontractor seeking to recover approximately $2.9 million, representing the alleged cost to repair the damaged Airbus A330 aircraft and including approximately $1 million for the loss of use of the aircraft while it was being repaired. Discovery is continuing in this case and a trial has been set for March 2008.  In the second action, Emerson vs. Elliott Equipment Company, et al., pending in the Philadelphia County Court of Common Pleas, the boom operator is seeking to recover unspecified damages from Global and its subcontractor for injuries arising from the collapse of the boom.  This matter was initiated on October 21, 2005 and is scheduled for trial in May 2008.  The Company understands that the boom operator has subsequently recovered from his claimed injuries and has returned to fulltime but light duty work.  Global maintains product liability insurance in excess of the amount of the recoveries claimed above and is being defended in these matters by its product liability insurance carrier.  Global’s insurance coverage does not extend to the costs incurred by Global to examine and repair the other 11 booms at the Philadelphia airport.  The third lawsuit is a claim brought in December 2006, on behalf of the City of Philadelphia captioned City of Philadelphia v. Elliott Equipment Company, et al., which was filed in the Philadelphia County Court of Common Pleas.  In that action, the City seeks to recover for the cost of replacing the boom that was destroyed in the February 2005 accident.  It is estimated that the cost for
 
11

replacing that boom will be in the $600,000 range.  That matter is in its early stage and a trial is anticipated for September 2008, based on the current scheduling order.  Global’s product liability insurance carrier has denied coverage with respect to the third lawsuit claiming that it seeks replacement of allegedly defective products.  Global has included in its claims against its subcontractor any losses it may suffer in connection with the claims alleged in this lawsuit.  In light of the claims asserted in this action directly against Global's subcontractor and the related claims made by Global against its subcontractor, management does not believe that the ultimate liability, if any, of Global for losses alleged in this lawsuit would be material to the Company's financial position or results of operations.

On August 4, 2005, Global commenced litigation in the Court of Common Pleas, Philadelphia County, Pennsylvania against Glazer Enterprises, Inc. t/a Elliott Equipment Company, Global’s subcontractor that designed, fabricated and warrantied the booms at the Philadelphia airport, seeking to recover approximately $905,000 in costs incurred by Global in fiscal 2006 in connection with repairing the 11 booms and any damages arising from the collapse of the boom in February 2005.  That case has been removed to federal court and is pending before United States District Court for the Eastern District of Pennsylvania and has been assigned to the same judge before whom the U.S. Airways litigation is pending against Global.  Discovery is continuing in this lawsuit.  The Company cannot provide assurance that it will be able to recover its repair expenses and other losses, or otherwise be successful, in this action.

On August 8, 2006, Global commenced litigation in the United States District for the Eastern District of Pennsylvania (Global Ground Support, LLC v. Sautter Crane Rental, Inc.) seeking to recover all damage and loss incurred as a result of damage that occurred to the 135-foot deicing boom while in transit back to the Philadelphia International Airport.  In that action, Global sought damages of approximately $300,000.  The matter was settled through arbitration in September 2007, under which the Company agreed to accept $235,000 as settlement of this claim.  The Company has recorded the $235,000 as operating income in the quarter ended September 30, 2007.

The Company is currently involved in certain personal injury and environmental matters, which involve pending or threatened lawsuits. Management believes the results of these pending or threatened lawsuits will not have a material adverse effect on the Company’s results of operations or financial position.


Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations.


Overview

    The Company operates in two business segments, providing overnight air cargo services to the express delivery services industry and aviation ground support and other specialized equipment products and services to passenger and cargo airlines, airports, the military and industrial customers.  Each business segment has separate management teams and infrastructures that offer different products and services.  The Company’s air cargo operations are comprised of its Mountain Air Cargo, Inc. (“MAC”) and CSA Air, Inc. (“CSA”) subsidiaries and the Company’s ground support operations consist of its Global Ground Support, LLC (“Global”) and Global Aviation Services, LLC (“GAS”) subsidiaries. GAS is a new wholly owned subsidiary established in September 2007, to operate the ground support equipment maintenance services business of the company.


12

 Following is a table detailing revenues by segment and by major customer category:


   
Three Months Ended
   
Six Months Ended
 
   
September 30,
   
September 30,
 
   
2007
   
2006
   
2007
   
2006
 
                                                 
Overnight Air Cargo Segment:
                                           
FedEx
  $
9,503,715
      55 %   $
8,646,307
      59 %   $
18,016,166
      54 %   $
17,222,259
      56 %
                                                                 
Ground Equipment Segment:
                                                         
Military
   
898,866
      5 %    
1,258,106
      8 %    
6,627,822
      20 %    
6,754,498
      22 %
Commercial - Domestic
   
6,593,176
      38 %    
4,251,778
      29 %    
8,049,236
      24 %    
6,225,743
      20 %
Commercial - International
   
416,060
      2 %    
564,914
      4 %    
514,560
      2 %    
602,414
      2 %
     
7,908,102
      45 %    
6,074,798
      41 %    
15,191,618
      46 %    
13,582,655
      44 %
    $
17,411,817
      100 %   $
14,721,105
      100 %   $
33,207,784
      100 %   $
30,804,914
      100 %


MAC and CSA provide short-haul express air freight services primarily to one customer, FedEx Corporation (“FedEx”).  Under the terms of the dry-lease service agreements which currently cover the majority of the revenue aircraft operated, the Company receives an administrative fee for each aircraft and passes through to its customer certain cost components of its operations without markup.  The cost of fuel, flight crews, landing fees, outside maintenance, parts and certain other direct operating costs are included in operating expenses and billed to FedEx as cargo and maintenance revenue, at cost.  These agreements are renewable on two to five year terms and may be terminated by FedEx at any time upon 30 days’ notice.  The Company believes that the short term and other provisions of its agreements with FedEx are standard within the air freight contract delivery service industry.  FedEx has been a customer of the Company since 1980.  Loss of its contracts with FedEx would have a material adverse effect on the Company.

Separate agreements cover the five types of aircraft operated by MAC and CSA for FedEx—Cessna Caravan, ATR-42, ATR-72, Fokker F-27, and Short Brothers SD3-30.  The Cessna Caravan, ATR-42, ATR-72 and Fokker F-27 aircraft (a total of 90 aircraft at September 30, 2007) are owned by and dry-leased from FedEx, and the two Short Brothers SD3-30 aircraft are owned by the Company and operated periodically under wet-lease arrangements with FedEx.  Pursuant to such agreements, FedEx determines the type of aircraft and schedule of routes to be flown by MAC and CSA, with all other operational decisions made by the Company.

MAC and CSA’s revenues contributed approximately $18,016,000 and $17,222,000 to the Company’s revenues for the six-month periods ended September 30, 2007 and 2006, respectively, a current year increase of approximately $794,000 (5%). The increase in revenues was primarily related to flight and maintenance department costs passed through to its customer at cost and increased maintenance labor revenue as a result of an 8.5% increase in the maintenance billable labor rate, effective in June 2007.

Global manufactures, services and supports aircraft deicers and ground support equipment and other specialized military and industrial equipment on a worldwide basis. Global’s revenue contributed approximately $15,192,000 and $13,583,000 to the Company’s revenues for the six-month periods ended September 30, 2007 and 2006, respectively.  The 12% increase in revenues was attributed to an increase in the number of domestic commercial orders completed during the current period.  We believe this increase is related to the harsh weather conditions that were experienced by domestic airlines and airports last winter, increasing the requirements for the coming winter season.  The Company’s contract with the Air Force allows some flexibility with regard to timing of unit deliveries allowing the Company to meet increased commercial demand and still meet Air Force requirements in subsequent periods.  At September 30, 2007, Global’s order backlog was $17.3 million compared to $16.8 million at March 31, 2007 and $14.6 million at September 30, 2006.

13

Recent Developments

 
During the quarter ended September 30, 2007, the Company formed a new subsidiary Global Aviation Services, LLC (“GAS”). GAS was set up to operate the ground support equipment (GSE) maintenance services business of the company.  GAS is finalizing a three (3) year maintenance services contract with a large domestic airline.  Under that arrangement, GAS is providing ground support equipment services and facility maintenance services at a number of locations and has initially employed over 50 mechanics.  Operations and revenues were minimal in the second quarter as the operation was in start up mode, but are expected to be fully online in the third quarter.

One matter of litigation has recently been resolved.  In August 2006, Global commenced litigation (Global Ground Support, LLC v. Sautter Crane Rental, Inc.) seeking to recover all damage and loss incurred as a result of damage that occurred to a deicing boom while in transit to the Philadelphia International Airport.  In that action, Global sought damages of approximately $300,000.  The matter was settled through arbitration in September 2007, under which the Company agreed to accept $235,000 as settlement of this claim.  The Company has recorded the $235,000 as an increase in operating income in the quarter ended September 30, 2007.

The Company incurred an increase in professional fees in the current quarter due to hiring an outside consulting firm to assist with the requirements of Section 404 of the Sarbanes-Oxley Act (SOX) of 2002.  The requirements of Section 404 of SOX are scheduled to apply to the Company's 2008 fiscal year.  Section 404 requires management of the Company to document, test, and issue a report as to the adequacy of the Company’s internal control over financial reporting.  In addition, Section 404 requires the Company's independent accountants to review the Company's internal control documentation and testing results, and to issue its opinion as to the adequacy of internal control over financial reporting, which requirement is currently scheduled to be applicable for the Company's 2009 fiscal year.  The Company is on schedule to comply with the SOX requirements but does expect increased professional fees to meet the continuing requirements.
 

Critical Accounting Policies and Estimates

The preparation of the Company’s financial statements in conformity with accounting principles generally accepted in the U.S. requires the use of estimates and assumptions to determine certain assets, liabilities, revenues and expenses.  Management bases these estimates and assumptions upon the best information available at the time of the estimates or assumptions.  The Company’s estimates and assumptions could change materially as conditions within and beyond our control change.  Accordingly, actual results could differ materially from estimates.  The most significant estimates made by management include allowance for doubtful accounts receivable, reserves for excess and obsolete inventories, warranty reserves, deferred tax asset valuation and retirement benefit obligations.

14

Following is a discussion of critical accounting policies and related management estimates and assumptions.

Allowance for Doubtful Accounts.  An allowance for doubtful accounts receivable in the amount of $220,000 and $413,000, respectively, as of September 30, 2007 and March 31, 2007, was established based on management’s estimates of the collectability of accounts receivable.  The decrease in the allowance is primarily a result of the resolution of the Sautter Crane matter in September 2007.  The required allowance is determined using information such as customer credit history, industry information, credit reports, customer financial condition and the collectability of outstanding accounts receivables associated with a discontinued business segment.  The estimates can be affected by changes in the financial strength of the aviation industry, customer credit issues or general economic conditions.

Inventories.  The Company’s parts inventories are valued at the lower of cost or market.  Reserves for excess and obsolete inventories in the amount of $724,000 and $664,000, respectively, as of September 30, 2007 and March 31, 2007, are based on assessment of the marketability of slow-moving and obsolete inventories.  Estimates are subject to volatility and can be affected by reduced equipment utilization, existing supplies of used inventories available for sale, the retirement of aircraft or ground equipment and changes in the financial strength of the aviation industry.

Warranty Reserves.  The Company warranties its ground equipment products for up to a two-year period from date of sale.  Product warranty reserves are recorded at the time of sale based on historical average warranty cost and are adjusted quarterly as actual warranty cost becomes known.  Warranty reserves were $102,000 and $196,000 at September 30, 2007 and March 31, 2007 respectively.

Deferred Taxes.  Net deferred tax assets are shown net of valuation allowance in the amount of $62,000, as of September 30, 2007 and March 31, 2007 to reflect the likelihood of the recoverability of certain of these assets.  Company judgment of the recoverability of certain of these assets is based primarily on estimates of current and expected future earnings and tax planning.

Retirement Benefits Obligation.  The Company currently determines the value of retirement benefits assets and liabilities on an actuarial basis using a 5.75% discount rate.  Values are affected by current independent indices, which estimate the expected return on insurance policies and the discount rates used.  Changes in the discount rate used will affect the amount of pension liability as well as pension gain or loss recognized in other comprehensive income.

Revenue Recognition.  Cargo revenue is recognized upon completion of contract terms and maintenance revenue is recognized when the service has been performed.  Revenue from product sales is recognized when contract terms are completed and title has passed to customers.

Seasonality

Global’s business has historically been seasonal.  The Company has continued its efforts to reduce Global’s seasonal fluctuation in revenues and earnings by increasing military and international sales and broadening its product line to increase revenues and earnings throughout the year.  In June 1999, Global was awarded a four-year contract to supply deicing equipment to the United States Air Force, and Global has been awarded two three-year extensions on the contract.  Although sales remain somewhat seasonal, this diversification has lessened the seasonal impacts and allowed the Company to be more efficient in its planning and production.  The air cargo segment of business has no susceptibility to seasonality.


Results of Operations

Second Quarter 2008 Compared to Second Quarter 2007

Consolidated revenue from operations increased $2,691,000 (18%) to $17,412,000 for the quarter ended September 30, 2007 compared to the equivalent prior year quarter.  A portion of the increase in revenues for the quarter resulted from an $857,000 (10%) increase in cargo revenues related to fuel, pilot salaries, travel and other flight costs passed through to its customer at cost, as well as increased maintenance labor revenue as a result of an 8.5% increase in the billable labor rate, effective in June 2007.  In addition, there was a $1,833,000 (30%) increase in ground equipment revenues, resulting from an increase in domestic commercial deicing units and catering trucks delivered in the fiscal 2008 quarter.

15

Operating expenses on a consolidated basis increased $2,395,000 (17%) to $16,564,000 for the quarter ended September 30, 2007 compared to the equivalent prior year quarter. The net increase in air cargo operating expenses for the quarter consisted of a $656,000 (9%) increase in the cost of flight operations primarily as a result of increases in fuel, pilot salaries, travel and other flight costs to meet the customer’s flight schedule.  In addition, there was a $1,640,000 (37%)increase in ground equipment operating expenses related to the increase in the number of commercial units produced and delivered during the fiscal 2008 quarter.  Production costs as a percentage of revenues are typically higher on commercial units, resulting in decreased margins in the fiscal 2008 quarter.

General and administrative expenses increased by a net amount of $121,000 (6%) to $2,246,000 for the quarter ended September 30, 2007 compared to the prior year equivalent quarter.  One component of the increase was a $29,000 increase in stock compensation expense relating to the Company’s adoption of FASB Statement 123(R) in fiscal 2007.  The other significant cost increases were a $93,000 increase in professional fees in part a result of the Company engaging outside consultants to meet its Sarbanes-Oxley Section 404 requirements and partly in connection with the start up of the new subsidiary and securing its contract, an $89,000 increase in travel expenses for sales and trade shows and the new subsidiary start-up costs, a $32,000 increase in advertising costs, a $27,000 increase in salary expense due to higher than normal contract labor in the air cargo segment, and a $40,000 increase in profit sharing expense for the quarter.  These increases were offset by a $170,000 reduction in general and administrative expenses resulting from the Sautter Crane settlement in September 2007, as well as a $40,000 reduction in air cargo payroll costs related to cost reduction programs and personnel changes initiated in December 2006.

Operating income for the quarter ended September 30, 2007 was $848,000, a $296,000 (54%) improvement over the same quarter of the prior year.  $198,000 of the improvement came in the ground support segment, as a result of the $235,000 Sautter Crane settlement in the fiscal 2008 quarter.  The overnight air cargo segment saw a $153,000 increase in operating income as a result of an 8.5% increase in the maintenance billable labor rate, effective in June 2007, as well as reductions in management and administrative salaries as a result of cost reduction programs initiated within the air cargo segment in December 2006.

Non-operating income, net, was a net expense amount of $14,000 for the quarter ended September 30, 2007 compared to a net income amount of $25,000 in the equivalent 2006 period.  Interest expense relating to increased inventory levels and flooring, increased by $36,000, accounting for the majority of the change.

Income tax expense of $297,000 for the quarter ended September 30, 2007, represented an effective tax rate of 35.6%, which included the benefit of municipal bond income as well as the impact of U.S. production deduction authorized under tax law changes enacted in fiscal 2005.  Income tax expense of $207,000 in the quarter ended September 30, 2006 represented an effective tax rate of 35.8%, with tax differences similar to the fiscal 2008 quarter.
 
First Six Months of 2008 Compared to First Six Months of 2007

Consolidated revenue from operations increased $2,403,000 (8%) to $33,208,000 for the six-month period ended September 30, 2007 compared to the equivalent 2006 period. The increase in revenues resulted from a $794,000 (5%) increase in cargo revenues, discussed above, and a $1,609,000 (12%)increase in ground equipment revenues, due to the increase in domestic commercial orders completed in the second quarter.

16

Operating expenses on a consolidated basis increased $2,244,000 (8%) to $31,392,000 for the six-month period ended September 30, 2007 compared to the equivalent prior period. The net increase in air cargo operating expenses of $573,000 (4%) was primarily a result of increases in fuel, pilot salaries, travel and other flight costs to meet the customer’s flight schedule.  In addition, there was a $1,560,000 (16%) increase in ground equipment operating expenses related to the increase in the number of commercial units produced and delivered during the second quarter.  Production costs as a percentage of revenues are typically higher on commercial units, resulting in overall decreased margins in the fiscal 2008 period.

General and administrative expenses increased $187,000 (4%) to $4,583,000 for the six-month period ended September 30, 2007 compared to the prior year period.  The cost increase included an $86,000 increase in stock compensation expense relating to option awards made to employees during the second quarter of fiscal 2007.  Expenses related to these awards resulted in charges to general and administrative expense of $175,000 and $89,000 during the six-month periods ended September 30, 2007 and 2006, respectively.  In addition, the increase includes a $65,000 increase in professional fees largely a result of the Company engaging outside consultants to meet its Sarbanes-Oxley Section 404 requirements and partly in connection with the start up of the new subsidiary and securing its contract, a $93,000 increase in travel expenses for sales and trade shows and the new subsidiary start up, a $36,000 increase in advertising costs, and a $103,000 increase in salary expense due to higher than normal contract labor in the air cargo segment.  These increases were offset by a $170,000 reduction in general and administrative expenses resulting from the Sautter Crane settlement in September 2007, as well as a $40,000 reduction in air cargo administrative payroll costs related to cost reduction programs and personnel changes effected in December 2006.

Operating income for the six-month period ended September 30, 2007 was $1,816,000, a $159,000 (10%) improvement over the same period of the prior year.  The Sautter Crane settlement was again the primary component of this increase in operating income as the Company was able to recover costs incurred in prior periods.

Non-operating expense, net, was a net expense amount of $8,000 for the six-month period ended September 30, 2007 compared to a net income amount of $76,000 in the equivalent 2006 period.  Interest expense relating to increased inventory levels and flooring, increased by $90,000, accounting for the majority of the change.

Income tax expense of $644,000 for the six-month period ended September 30, 2007, represented an effective tax rate of 35.6%, which included the benefit of municipal bond income as well as the impact of U.S. production deduction authorized under tax law changes enacted in fiscal 2005.  Income tax expense of $636,000 in the six-month period ended September 30, 2006 represented an effective tax rate of 36.7%, with tax differences similar to the current period.
 

Liquidity and Capital Resources

         As of September 30, 2007 the Company's working capital amounted to $14,995,000, an increase of $2,271,000 compared to March 31, 2007. The net increase primarily resulted from an increase in accounts receivable and inventories, and a decrease in accounts payable and accrued expenses, partially offset by $713,000 used to fund the stock repurchase program that was completed in August 2007.  Inventories are historically higher at the end of the second quarter as compared to year end but have decreased by $1,670,000 from the prior year comparable quarter.  Accounts receivable are up by $3,458,000 over the comparable prior year quarter as a result of the timing and volume of commercial ground equipment sales in the current quarter.

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In September 2007, the Company amended its $7,000,000 secured long-term revolving credit line to extend its expiration date to August 31, 2009.  The revolving credit line contains customary events of default, a subjective acceleration clause and restrictive covenants that, among other matters, require the Company to maintain certain financial ratios.  There is no requirement for the Company to maintain a lock-box arrangement under this agreement.  As of September 30, 2007, the Company was in compliance with all of the restrictive covenants.  The amount of credit available to the Company under the agreement at any given time is determined by an availability calculation, based on the eligible borrowing base, as defined in the credit agreement, which includes the Company’s outstanding receivables, inventories and equipment, with certain exclusions.  The credit facility is secured by substantially all of the Company’s assets.  At September 30, 2007, $1,947,000 was outstanding under the line of credit.

The Company is exposed to changes in interest rates on its line of credit, which bears interest based on the 30-day LIBOR rate plus 137 basis points.  The LIBOR rate at September 30, 2007 was 5.72%.  If the LIBOR interest rate had been increased by one percentage point, based on the balance of the line of credit at September 30, 2007, interest expense for the six months ended September 30, 2007 would have increased by approximately $10,000.

The Company assumes various financial obligations and commitments in the normal course of its operations and financing activities.  Financial obligations are considered to represent known future cash payments that the Company is required to make under existing contractual arrangements such as debt and lease agreements.

The respective six-month periods ended September 30, 2007 and 2006 resulted in the following changes in cash flow: operating activities used $1,353,000 and provided $424,000 in 2007 and 2006, respectively, investing activities used $225,000 and $67,000 in 2007 and 2006, respectively, and financing activities provided $552,000 and $1,146,000 in 2007 and 2006, respectively. Net cash decreased $1,026,000 and increased $1,502,000 during the six months ended September 30, 2007 and 2006, respectively.

Cash used in operating activities was $1,777,000 more for the six-months ended September 30, 2007 compared to the similar 2006 period, principally due to increased accounts receivables and partially offset by decreased inventories.

           Cash used in investing activities for the six-months ended September 30, 2007 was $157,000 more than the comparable period in 2006 due to increased current period capital expenditures, principally in connection with the start up of Global Aviation Services, LLC.

Cash provided by financing activities was $593,000 less in the 2007 six-month period than in the corresponding 2006 period principally a result of a $713,000 use of cash for the stock repurchase program.  Partially offsetting this use of cash were $40,000 additional borrowings on the line of credit and $57,000 less in cash dividend in the current period.

There are currently no commitments for significant capital expenditures. The Company’s Board of Directors on August 7, 1998 adopted the policy to pay an annual cash dividend, based on profitability and other factors, in the first quarter of each fiscal year, in an amount to be determined by the Board.  The Company paid a $0.25 per share cash dividend in June 2007.

Recent Accounting Pronouncements

In September 2006, the FASB issued Statement No. 157 (“SFAS 157”), Fair Value Measurements.  SFAS 157 establishes a framework for measuring fair value within generally accepted accounting principles, clarifies the definition of fair value within the framework, and expands disclosures about the use of fair value measurements.  SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years.  The Company has not determined the impact of adopting SFAS 157 on its consolidated financial statements.

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In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Liabilities (“SFAS 159”). SFAS 159 is effective as of the beginning of the first fiscal year beginning after November 15, 2007, and is effective for the Company April 1, 2008.  SFAS 159 provides companies with an option to report selected financial assets and liabilities at fair value that are not currently required to be measured at fair value. Accordingly, companies would then be required to report unrealized gains and losses on these items in earnings at each subsequent reporting date. The objective is to improve financial reporting by providing companies with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently. SFAS 159 also establishes presentation and disclosure requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities. The Company has not determined the impact of adopting SFAS 159 on its consolidated financial statements.

Impact of Inflation

The Company believes that the recent increases in inflation have not had a material effect on its manufacturing operations, because increased costs to date have been passed on to its customers. Under the terms of its air cargo business contracts the major cost components of its operations, consisting principally of fuel, crew and other direct operating costs, and certain maintenance costs are reimbursed, without markup by its customer.  Significant increases in inflation rates could, however, have a material impact on future revenue and operating income.
 

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

        Quantitative and qualitative disclosures about market risk are included in Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.


Item 4. Controls and Procedures

As of the end of the period covered by this report, management, including the Company’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures with respect to the information generated for use in this report. Based upon, and as of the date of that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in the reports we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Commission's rules and forms, and that management will be timely alerted to material information required to be included in the Company’s periodic reports filed with the Commission.

There were no changes in the Company’s internal control over financial reporting during or subsequent to the second quarter of fiscal 2008 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

It should be noted that while the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, believe that the Company’s disclosure controls and procedures provide a reasonable level of assurance, they do not expect that the disclosure controls and procedures or internal controls will prevent all error and all fraud.  A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.  Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.  Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within
 
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the Company have been detected.  These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake.  Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls.  The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.  Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

PART II -- OTHER INFORMATION

Item 1.  Legal Proceedings

The Company and its subsidiaries are subject to legal proceedings and claims that arise in the ordinary course of their business.  For a description of material pending legal proceedings, see Note 10 of Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 of this report, which is incorporated by reference into this item.


Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds
 
On November 10, 2006, the Company announced that its Board of Directors authorized a program to repurchase in aggregate up to $2,000,000 of the Company’s common stock from time to time on the open market.  The program was completed in August 2007.  The following table summarizes the Company’s share repurchase activity for the three-month period ended September 30, 2007.
 
AIR T PURCHASES OF EQUITY SECURITIES
                         
Period
 
(a) Total Number of Shares
   
(b) Average Price Paid per Share purchased
   
(c) Total Number of Shares Purchased as Part of Publicly Announced Plan
   
(d) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plan
 
July 1, 2007 to
                       
July 31, 2007
   
-
    $
-
     
-
    $
166,000
 
                                 
August 1, 2007 to
                               
August 31, 2007
   
18,800
     
8.82
     
18,800
     
-
 
                                 
September 1, 2007 to
                               
September 30, 2007
   
-
     
-
     
-
     
-
 
                                 
Total
   
18,800
    $
8.82
     
18,800
    $
-
 

 
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Item 4.                      Submission of Matters to a Vote of Security Holders

(a) The Company held its 2007 annual meeting of stockholders on September 26, 2007.

(b) Each of the individuals listed in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on August 13, 2007 as nominees for election as directors was elected at the annual meeting.  These nominees are listed below.

(c) At the annual meeting, the stockholders voted on the election of all nine members of the Board of Directors and ratification of the appointment of Dixon Hughes PLLC to serve as the Company’s independent auditors for the fiscal year ending March 31, 2008. The following tables summarize the results of the voting on these matters.

Election of Directors

Nominee
 
Shares Voted "For"
   
Shares Voted "Withheld"
 
             
             
Walter Clark
   
1,685,432
     
284,925
 
John Parry
   
1,656,388
     
313,969
 
William H. Simpson
   
1,684,149
     
286,208
 
Claude S. Abernethy, Jr.
   
1,656,463
     
313,894
 
Sam Chesnutt
   
1,684,149
     
286,208
 
Allison T. Clark
   
1,683,779
     
286,578
 
George C. Prill
   
1,684,049
     
286,308
 
Dennis A. Wicker
   
1,739,621
     
230,736
 
J. Bradley Wilson
   
1,767,257
     
203,100
 
                 

Ratification of Appointment of Independent Auditors

                       Votes Cast For
                     Votes Cast Against
                     Votes Cast to Abstain
 
 
1,727,075
 
242,820
 
460
 


(d)  Not applicable


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Item 6.  Exhibits

 
(a)  Exhibits

No.           Description

3.1  
Restated Certificate of Incorporation, incorporated by reference to Exhibit 3.1 of the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2001

3.2  
By-laws of the Company, as amended, incorporated by reference to Exhibit 3.2 of the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 1996

4.1  
Specimen Common Stock Certificate, incorporated by reference to Exhibit 4.1 of the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 1994

10.1                      Loan Agreement dated as of September 18, 2007 between the Company and its subsidiaries and Bank of America, N.A., incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated September 24, 2007

31.1  
  Certification of Walter Clark

31.2  
  Certification of John Parry

32.1  
  Section 1350 Certification

__________________


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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

AIR T, INC.

By:            /s/ Walter Clark                                                                                     
Walter Clark, Chief Executive Officer
(Principal Executive Officer)


Date:  November 8, 2007


By:            /s/ John Parry                                                                
John Parry, Chief Financial Officer
(Principal Financial and Accounting Officer)


Date:  November 8, 2007





































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AIR T, INC.
EXHIBIT INDEX



Exhibit Number                                           Document

    31.1                          Certification of Walter Clark
    31.2                          Certification of John Parry
    32.1                          Section 1350 certification


 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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