What the changes say
- Rex acquisition risks now dominate, including integration, regulatory compliance, fleet reactivation, route contracts, liquidity, labor and Australian operations.
- Rex’s Saab 340 fleet depends on scarce overhaul capacity, parts and skilled workers, with contracts and Sydney slots also at risk.
- Aircraft leasing risks emphasize lessee maintenance failures causing groundings, restoration costs, lost revenue and lower future lease rates.
- FedEx remains a significant revenue dependency, while cybersecurity language is unchanged and still broadly describes evolving threats.
What changed since the prior 10-K
New
- NewRisks Related to Our Segment Operations
specified by the terms of our leases. Failure by our lessees to maintain our assets in accordance with requirements could negatively affect the value and desirability of our assets and expose us to increased maintenance costs that may not be sufficiently covered by supplemental maintenance rents paid by such lessees
Lessee maintenance or recordkeeping failures could ground aircraft or engines, require costly restoration and records reconstruction, and reduce future lease revenue and values.
- NewRisks Related to Rex
We may not be able to successfully integrate Rex into our operations, including our financial reporting processes, which could adversely affect our business, results of operations, and financial condition
Air T may struggle to integrate Rex’s reporting, controls, systems, personnel and governance, delaying accurate financial reporting and increasing costs.
- NewRisks Related to Rex
Rex operates in a highly regulated industry, and failure to comply with applicable laws and regulations could materially adversely affect our business
Rex’s regulated airline operations could suffer from compliance failures, safety incidents or adverse findings leading to penalties, restrictions, higher costs or lower demand.
- NewRisks Related to Rex
Rex’s ability to return its Saab 340 fleet to service depends on the availability of engine overhaul capacity, parts, and skilled labor, and failure to achieve fleet reactivation milestones could result in non-compliance with the Rex Regional Commitments and adverse consequences under the Commonwealth Facilities
Rex may be unable to reactivate its Saab 340 fleet because engine overhauls, parts, aircraft engineers, pilots and other support are scarce.
- NewRisks Related to Rex
Rex derives an important portion of its revenues and network position from state government regulated route contracts and protected airport slots that are subject to periodic re-tender, renewal, or expiration, and the loss of these arrangements could adversely affect Rex’s business
Rex could lose Queensland or Western Australia route contracts at re-tender or Sydney Airport slots if protections lapse or usage requirements are unmet.
- NewRisks Related to Rex
The Rex Acquisition involves risks related to voluntary administration proceedings in Australia and the DOCA structure, including uncertainties regarding liabilities, claims, obligations, and potential adverse impacts on customer and counterparty acceptance of Rex’s business following the proceedings
Voluntary administration and the DOCA could create unexpected liabilities, disputes, delays or customer and counterparty reluctance to work with Rex.
- NewRisks Related to Accounting and the Bargain Purchase Gain
The recognition of a bargain purchase gain could increase scrutiny by investors and regulators, and could lead to disputes regarding valuations and assumptions
The Rex bargain purchase gain depends on valuation judgments that investors or regulators could challenge, affecting reported results, reputation and investor confidence.
- NewRisks Related to Foreign Operations, Currency, and Financing Exposure
A significant portion of Rex’s revenues, expenses, assets, and liabilities may be denominated in Australian dollars, and fluctuations in exchange rates could adversely affect our reported results
Australian-dollar revenues, expenses, assets and liabilities from Rex could create volatility in Air T’s U.S.-dollar reported results and cash flows.
- NewRisks Related to Foreign Operations, Currency, and Financing Exposure
We incurred and assumed significant obligations in connection with the Rex Acquisition, including obligations related to CFA Debt, and we may require additional liquidity to support Rex’s operations
Assumed CFA Debt and Rex’s capital needs may require additional financing, which might be unavailable or offered only on unacceptable terms.
- NewRisks Related to Foreign Operations, Currency, and Financing Exposure
Rex’s operating costs and revenues may be subject to volatility, and Rex may not be able to offset cost increases or revenue decreases through pricing or other measures
Volatile fuel prices and other Rex costs or revenues may hurt results because Rex does not hedge fuel or related currency exposure.
- NewRisks Related to Foreign Operations, Currency, and Financing Exposure
A substantial portion of Rex's workforce is represented by labor unions under Enterprise Agreements, and labor disputes, work stoppages, or unsuccessful negotiations of replacement agreements could disrupt Rex's operations and adversely affect our business and results of operations
About 76% of Rex’s workforce is unionized, and disputes, stoppages or delayed replacement Enterprise Agreements could disrupt operations.
- NewRisks Related to Foreign Operations, Currency, and Financing Exposure
Wage escalations and other cost-of-living adjustments under Rex's Enterprise Agreements could increase Rex's operating costs, and Rex may not be able to fully offset those increases through pricing or other measures
Scheduled and cost-of-living wage increases under Rex’s Enterprise Agreements could raise operating costs beyond what pricing or other measures can recover.
- NewRisks Related to Foreign Operations, Currency, and Financing Exposure
beyond base-salary increases, including, in the case of the ALAEA Aircraft Engineers Agreement, increased overtime payments and additional leave for seven-day shift workers
Reworded
- 97% rewrittenRisks Related to Our Segment Operations
Because of our dependence on FedEx, we are subject to the risks that may affect FedEx’s operations
The risk now states that FedEx-related problems could affect Air T’s results and cash flows, and updates the cited FedEx filing year to 2025.
- 68% rewrittenRisks Related to Our Segment Operations
Failures by lessees to meet their maintenance and recordkeeping obligations under our leases could adversely affect the value of our leased engines and aircraft which could affect our ability to re-lease the engines and aircraft in a timely manner following termination of the leases
The provided current text is substantively unchanged from the prior-year language about lessee maintenance, records and compliance responsibilities.
- 26% rewrittenGeneral Business Risks
Security threats and other sophisticated computer intrusions could harm our information systems, which in turn could harm our business and financial results
The cybersecurity risk is substantively unchanged, continuing to cover evolving intrusions, data-security requirements and compliance costs.
All 76 risk factors
Headings as the filing states them, in filing order.
General Business Risks
- 01Market fluctuations may affect our operations
- 02Rising inflation and interest rates may result in increased costs of operations and negatively impact the credit and securities markets generally, which could have a material adverse effect on our results of operations and the market price of our Common Stock
- 03We could experience significant increases in operating costs and reduced profitability due to competition for skilled management and staff employees in our operating businesses
- 04Legacy technology systems require a unique technical skillset which is becoming scarcer
- 05Security threats and other sophisticated computer intrusions could harm our information systems, which in turn could harm our business and financial results26% rewritten
- 06We may not be able to insure certain risks adequately or economically
- 07Legal liability may harm our business
- 08Our business might suffer if we were to lose the services of certain key employees
- 09A pandemic, epidemic or outbreak of a contagious disease in the markets in which we operate or that otherwise impacts our markets could adversely impact our business
- 10Changes to U.S. tariff and import/export regulations may have a negative effect on our suppliers and/or service providers and, in turn, could have a material adverse impact on our financial condition
Risks Related to Our Structure and Financing/Liquidity Risks
- 11Our holding company structure may increase risks related to our operations
- 12A small number of stockholders has the ability to control the Company
- 13Although we do not expect to rely on the “controlled company” exemption, we do qualify as a “controlled company” within the meaning of the Nasdaq listing standards, and we do qualify for exemptions from certain corporate governance requirements
- 14An increase in interest rates or in our borrowing margin would increase the cost of servicing our debt and could reduce our cash flow and negatively affect the results of our business operations
- 15Our inability to maintain sufficient liquidity could limit our operational flexibility and also impact our ability to make payments on our obligations as they come due
- 16Future cash flows from operations or through financings may not be sufficient to enable the Company to meet its obligations
- 17A large proportion of our capital is invested in physical assets and securities that can be hard to sell, especially if market conditions are poor
- 18To service our debt and meet our other cash needs, we will require a significant amount of cash, which may not be available
- 19If our cash flows and capital resources are insufficient to fund our debt service obligations or meet covenant requirements, we may be forced to seek alternatives
- 20Despite our substantial indebtedness, we may incur significantly more debt, and cash may not be available to meet our financial obligations when due or enable us to capitalize on investment opportunities when they arise
- 21Our current financing arrangements require compliance with financial and other covenants and a failure to comply with such covenants could adversely affect our ability to operate
- 22Future acquisitions and dispositions of businesses and investments are possible, changing the components of our assets and liabilities, and if unsuccessful or unfavorable, could reduce the value of the Company and its securities
- 23We face numerous risks and uncertainties as we expand our business
- 24Our business strategy includes acquisitions, and acquisitions entail numerous risks, including the risk of management diversion and increased costs and expenses, all of which could negatively affect the Company’s ability to operate profitably
- 25Strategic ventures may increase risks applicable to our operations
- 26Rapid business expansions or new business initiatives may increase risk
- 27Our policies and procedures may not be effective in ensuring compliance with applicable law
- 28As a public company, we are subject to various regulatory requirements including, but not limited to, compliance with the rules
- 29Deficiencies in our public company financial reporting and disclosures could adversely impact our reputation
Risks Related to Our Segment Operations
- 30The operating results of our segments may fluctuate, particularly our commercial aircraft, engines and parts segment
- 31i.the timing of necessary overhauls of engines and aircraft
- 32Our overnight air cargo segment is dependent on a significant customer
- 33Our dry-lease agreements with FedEx subject us to operating risks
- 34Because of our dependence on FedEx, we are subject to the risks that may affect FedEx’s operations97% rewritten
- 35A material reduction in the aircraft we fly for FedEx could materially adversely affect our business and results of operations
- 36Sales of deicing equipment can be affected by weather conditions
- 37We are affected by the risks faced by commercial aircraft operators and MRO companies because they are our customers
- 38Our engine values and lease rates, which are dependent on the status of the types of aircraft on which engines are installed, and other factors, could decline
- 39Upon termination of a lease, we may be unable to enter into new leases or sell the airframe, engine or its parts on acceptable terms
- 40Failures by lessees to meet their maintenance and recordkeeping obligations under our leases could adversely affect the value of our leased engines and aircraft which could affect our ability to re-lease the engines and aircraft in a timely manner following termination of the leases68% rewritten
- 41specified by the terms of our leases. Failure by our lessees to maintain our assets in accordance with requirements could negatively affect the value and desirability of our assets and expose us to increased maintenance costs that may not be sufficiently covered by supplemental maintenance rents paid by such lesseesNew
- 42We may experience losses and delays in connection with repossession of engines or aircraft when a lessee defaults
- 43Our commercial aircraft, engines and parts segment and its customers operate in a highly regulated industry and changes in laws or regulations may adversely affect our ability to lease or sell our engines or aircraft
- 44Our aircraft, engines and parts could cause damage resulting in liability claims
- 45We have risks in managing our portfolio of aircraft and engines to meet customer needs
- 46Liens on our engines or aircraft could exceed the value of such assets, which could negatively affect our ability to repossess, lease or sell a particular engine or aircraft
- 47In certain countries, an engine affixed to an aircraft may become an addition to the aircraft and we may not be able to exercise our ownership rights over the engine
- 48Higher or volatile fuel prices could affect the profitability of the aviation industry and our lessees’ ability to meet their lease payment obligations to us
- 49Interruptions in the capital markets could impair our lessees’ ability to finance their operations, which could prevent the lessees from complying with payment obligations to us
- 50Our lessees may fail to adequately insure our aircraft or engines which could subject us to additional costs
- 51If our lessees fail to cooperate in returning our aircraft or engines following lease terminations, we may encounter obstacles and are likely to incur significant costs and expenses conducting repossessions
- 52If our lessees fail to discharge aircraft liens for which they are responsible, we may be obligated to pay to discharge the liens
- 53If our lessees encounter financial difficulties and we restructure or terminate our leases, we are likely to obtain less favorable lease terms
- 54Withdrawal, suspension or revocation of governmental authorizations or approvals could negatively affect our business
Risks Related to Environmental, Social, and Governance Issues
- 55Climate change, related legislative and regulatory responses to climate change, and the transition to a lower carbon economy may adversely affect our business
- 56Environmentally hazardous conditions could potentially adversely affect us
- 57We are subject to increasing scrutiny from investors and others regarding our environmental, social, governance, or sustainability responsibilities, which could result in additional costs or risks and adversely impact our reputation, employee retention, and ability to raise capital from investors
Risks Related to Air T Funding
- 58The ranking of the Company’s obligations under the Junior Subordinated Debentures and the guarantee creates a risk that Air T Funding may not be able to pay amounts due to holders of the Trust Preferred Securities
- 59The Company's option to extend the interest payment period could delay interest payments on the Trust Preferred Securities
- 60Tax event redemption or investment company act redemption
- 61The Company may cause the Junior Subordinated Debentures to be distributed to the holders of the Trust Preferred Securities
- 62There are limitations on direct actions against the Company and on rights under the guarantee
- 63The covenants in the Indenture are limited
- 64Holders of the Trust Preferred Securities will generally have limited voting rights
Risks Related to Rex
- 65We may not be able to successfully integrate Rex into our operations, including our financial reporting processes, which could adversely affect our business, results of operations, and financial conditionNew
- 66Rex operates in a highly regulated industry, and failure to comply with applicable laws and regulations could materially adversely affect our businessNew
- 67Rex’s ability to return its Saab 340 fleet to service depends on the availability of engine overhaul capacity, parts, and skilled labor, and failure to achieve fleet reactivation milestones could result in non-compliance with the Rex Regional Commitments and adverse consequences under the Commonwealth FacilitiesNew
- 68Rex derives an important portion of its revenues and network position from state government regulated route contracts and protected airport slots that are subject to periodic re-tender, renewal, or expiration, and the loss of these arrangements could adversely affect Rex’s businessNew
- 69The Rex Acquisition involves risks related to voluntary administration proceedings in Australia and the DOCA structure, including uncertainties regarding liabilities, claims, obligations, and potential adverse impacts on customer and counterparty acceptance of Rex’s business following the proceedingsNew
Risks Related to Accounting and the Bargain Purchase Gain
- 70The recognition of a bargain purchase gain could increase scrutiny by investors and regulators, and could lead to disputes regarding valuations and assumptionsNew
Risks Related to Foreign Operations, Currency, and Financing Exposure
- 71A significant portion of Rex’s revenues, expenses, assets, and liabilities may be denominated in Australian dollars, and fluctuations in exchange rates could adversely affect our reported resultsNew
- 72We incurred and assumed significant obligations in connection with the Rex Acquisition, including obligations related to CFA Debt, and we may require additional liquidity to support Rex’s operationsNew
- 73Rex’s operating costs and revenues may be subject to volatility, and Rex may not be able to offset cost increases or revenue decreases through pricing or other measuresNew
- 74A substantial portion of Rex's workforce is represented by labor unions under Enterprise Agreements, and labor disputes, work stoppages, or unsuccessful negotiations of replacement agreements could disrupt Rex's operations and adversely affect our business and results of operationsNew
- 75Wage escalations and other cost-of-living adjustments under Rex's Enterprise Agreements could increase Rex's operating costs, and Rex may not be able to fully offset those increases through pricing or other measuresNew
- 76beyond base-salary increases, including, in the case of the ALAEA Aircraft Engineers Agreement, increased overtime payments and additional leave for seven-day shift workersNew
Other Air T 10-Ks
- FY2025 10-K risk factors63 risks
Air T relies heavily on FedEx for its Overnight Air Cargo segment operations and revenues.
Filed Jun 27, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.