SEC Comment Letter 0000000000-23-003349 to AIR T INC (AIRT, AIRTP) (CIK 0000353184) (AIRT)
AIR T INC (AIRT, AIRTP) (CIK 0000353184)
Date: April 3, 2023 · CIK: 0000353184 · Accession: 0000000000-23-003349
AI Filing Summary & Sentiment
File numbers found in text: 001-35476
Letter
United States securities and exchange commission logo April 3, 2023 Brian Ochocki Chief Financial Officer Air T, Inc. 5930 Balsom Ridge Road Denver, North Carolina 28037 Re:Air T, Inc. Form 10-K for the Fiscal Year ended March 31, 2022 Filed June 28, 2022 File No. 001-35476 Dear Brian Ochocki: We have reviewed your March 13, 2023 response to our comment letter and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our February 14, 2023 letter. Form 10-K for the Fiscal Year ended March 31, 2022 Financial Statements Note 24 - Commitments and Contingencies, page 73 1.We understand from your response to prior comment one that you will include further details of the arrangement with Contrail Asset Management LLC (CAM) and Contrail JV II LLC (CJVII) in your next periodic filing. Please submit the specific disclosure revisions that your propose to address the concerns outlined in our prior comment.
Please also reconcile details in your response indicating that you and MRC had contributed $5 million and $22 million of the agreed capital commitments of $8 million and $45 million as of March 31, 2022, with disclose in Note 24 indicating the remaining commitments were $2 million and $22 million at that point in time.
FirstName LastNameBrian Ochocki Comapany NameAir T, Inc. April 3, 2023 Page 2 FirstName LastName Brian Ochocki Air T, Inc. April 3, 2023 Page 2 2.We note your response to prior comment two indicating that you will derecognize the put option liability to correct your initial accounting for the put option also clarifying that you have no exposure to loss with regard to the secondary option because the exercise price would be the fair value of the common interest. Please submit the specific disclosure revisions that you propose to clarify these accounting assessments.
You may contact Lily Dang at (202) 551-3867 or Jenifer Gallagher at (202) 551-3706 if you have questions regarding comments on the financial statements and related matters. Please contact Karl Hiller - Branch Chief at (202) 551-3686 with any other questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation
Show Raw Text
United States securities and exchange commission logo
April 3, 2023
Brian Ochocki
Chief Financial Officer
Air T, Inc.
5930 Balsom Ridge Road
Denver, North Carolina 28037
Re:Air T, Inc.
Form 10-K for the Fiscal Year ended March 31, 2022
Filed June 28, 2022
File No. 001-35476
Dear Brian Ochocki:
We have reviewed your March 13, 2023 response to our comment letter and have the
following comments. In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional
comments. Unless we note otherwise, our references to prior comments are to comments in our
February 14, 2023 letter.
Form 10-K for the Fiscal Year ended March 31, 2022
Financial Statements
Note 24 - Commitments and Contingencies, page 73
1.We understand from your response to prior comment one that you will include further
details of the arrangement with Contrail Asset Management LLC (CAM) and Contrail JV
II LLC (CJVII) in your next periodic filing. Please submit the specific disclosure
revisions that your propose to address the concerns outlined in our prior comment.
Please also reconcile details in your response indicating that you and MRC
had contributed $5 million and $22 million of the agreed capital commitments of $8
million and $45 million as of March 31, 2022, with disclose in Note 24 indicating the
remaining commitments were $2 million and $22 million at that point in time.
FirstName LastNameBrian Ochocki
Comapany NameAir T, Inc.
April 3, 2023 Page 2
FirstName LastName
Brian Ochocki
Air T, Inc.
April 3, 2023
Page 2
2.We note your response to prior comment two indicating that you will derecognize the put
option liability to correct your initial accounting for the put option also clarifying that you
have no exposure to loss with regard to the secondary option because the exercise price
would be the fair value of the common interest. Please submit the specific disclosure
revisions that you propose to clarify these accounting assessments.
You may contact Lily Dang at (202) 551-3867 or Jenifer Gallagher at (202) 551-3706 if
you have questions regarding comments on the financial statements and related matters. Please
contact Karl Hiller - Branch Chief at (202) 551-3686 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation