Business Combination Disclosure [Text Block] | 8. ACQUISITIONS Acquisitions of Interests in Delphax Pursuant to a Securities Purchase Agreement dated as of October 2, 2015 ( November 24, 2015 ( $2,500,000 $500,000 thereunder, and cancellation of, a 90 October 2, 2015 $1,050,000 43,000 95,600 $33.4728 Principal under the Senior Subordinated Note is due on October 24, 2020 8.5%. November 24, 2017. Interest in kind is to be paid monthly, while interest payable in cash is to be paid quarterly. The Senior Subordinated Note is guaranteed by Delphax and is secured by security interests granted by Delphax and Delphax Canada in their respective inventories, equipment, accounts receivable, cash, deposit accounts, contract rights and other specified property, as well as a pledge by Delphax of the outstanding capital stock of its subsidiaries, including Delphax Canada. Pursuant to the terms of a subordination agreement (the "Subordination Agreement") entered into on October 2, 2015 . Each share of Series B Preferred Stock is convertible into 100 no No 38% 31% Pursuant to the terms of the Series B Preferred Stock, for so long as amounts are owed to the Company under the Senior Subordinated Note or the Company continues to hold a specified number of the Series B Preferred Stock and interests in the Warrant sufficient to permit it to acquire up to 50% 50% ● holders of the Series B Preferred Stock, voting as a separate class, would be entitled to elect (and exercise rights of removal and replacement with respect to) three June 1, 2016 four ● without the written consent or waiver of the Company, Delphax may not Pursuant to the provision described above, beginning on November 24, 2015, three seven The Warrant expires on November 24, 2021. In the event that Delphax were to declare a cash dividend on its common stock, the Warrant provides that the holder of the Warrant would participate in the dividend as if the Warrant had been exercised in full and the shares of Series B Preferred Stock acquired upon exercise had been fully converted into Delphax common stock. The Warrant provides that, prior to any exercise of the Warrant, the holder of the Warrant must first may 0.95 20 one As a result of the above transactions, the Company determined that it had obtained control over Delphax and it included Delphax in its consolidated financial statements beginning on November 24, 2015. See Note 9. The following table summarizes the fair values of consolidated Delphax assets and liabilities as of the Closing Date: November 24, 2015 ASSETS Cash and cash equivalents $ 586,061 Accounts receivable 1,740,210 Inventories 3,972,802 Other current assets 693,590 Property and equipment 722,714 Intangible assets - trade name 120,000 Intangible assets - patents 1,090,000 Goodwill 375,408 Total assets $ 9,300,785 LIABILITIES Accounts payable $ 1,663,199 Accrued expenses 1,949,522 Income tax payable 11,312 Debt 3,313,317 Other long-term liabilities 650,500 Total liabilities $ 7,587,850 Net Assets $ 1,712,935 The Company determined that it was reasonable to use the price which it paid for its equity interest as the basis for estimating the total fair value of Delphax ’s equity as of November 24, 2015 $1,050,000 $2,500,000, not Delphax ’s debt immediately prior to the acquisition included approximately $508,000 90 not The Company has finalized its Delphax acquisition accounting. Direct costs relating to the above transactions of $110,000 March 31, 2016, Pro forma financial information is not not ’s consolidated financial statements. On January 6, 2017, third $7.0 ect to a borrowing base of North American accounts receivable and inventory, including obligations, if any, to fund future borrowings under the Delphax Senior Credit Agreement. In connection with this transaction, the Company paid to such third $1.26 $7.0 $2.5 100% $500,000, 2.5% $25,000 $50,000 January 6, 2017, no January 6, 2017, January 6, 2017, 10.5% 18%, no January 6, 2017, May 31, 2017 $141,000. March 31, 2017, not first six 2017. Events of default under the Delphax Senior Credit Agreement persisted. On July 13, 2017, August 10, 2017, roperty and rights to undertakings of Delphax Canada. The Company foreclosed as a secured creditor with respect to amounts owed to it by Delphax Canada under the Delphax Senior Credit Agreement. The Company provided notice of its intent to foreclose to Delphax Canada and its secured creditors and shareholder on July 26, 2017. July 26, 2017 $1,510,000. August 8, 2017, not August 10, 2017, The intercompany balances under the Delphax Senior Credit Agreement and Senior Subordinated Note as of March 31, 2017 of interest expense arising under the Senior Subordinated Note and, since January 6, 2017 As further discussed in Note 9, June 30, 2016 June 30, 2016 not not Acquisition of Interests in Contrail Aviation On July 18, 2016 ( ’s IC-DISC subsidiary and certain other specified excluded assets. Pursuant to the Asset Purchase Agreement, Contrail Aviation also assumed certain liabilities of the Seller. Prior to this acquisition, the Seller, based in Verona, Wisconsin, engaged in the business of acquiring surplus commercial jet engines and components and supplying surplus and aftermarket commercial jet engine components. In connection with the acquisition, Contrail Aviation offered employment to all of the Seller’s employees and Mr. Kuhn was appointed Chief Executive Officer of Contrail Aviation. The acquisition consideration consisted of (i) $4,033,368 21% In addition to the net assets of the seller, beginning equity of Contrail included cash of approximately $904,000. Pursuant to the Asset Purchase Agreement, Contrail Aviation agreed to pay as contingent additional deferred consideration up to a maximum of $1,500,000 $3,000,000 (i) if Contrail Aviation generates EBITDA (as defined in the Asset Purchase Agreement) in any Earnout Period (as defined below) less than $1,500,000, no (ii) if Contrail Aviation generates EBITDA in any Earnout Period equal to or in excess of $1,500,000, $2,000,000, x $1,500,000, two 2 (iii) if Contrail Aviation generates EBITDA in any Earnout Period equal to or in excess of $2,000,000, $4,000,000, $1,000,000; (iv) if Contrail Aviation generates EBITDA in any Earnout Period equal to or in excess of $4,000,000, $1,500,000; (v) if, following the fifth $15,000,000 $3,000,000 $3,000,000 As used in the Asset Purchase Agreement, “ Earnout Period” means each of the first five twelve $2,900,000, March 31, 2017. $2.1 first $1,000,000, October 2017. On the Contrail Closing Date, Contrail Aviation and the Seller entered into an Operating Agreement (the “Operating Agreement”) providing for the governance of and the terms of membership interests in Contrail Aviation and including put and call options (“Put/Call Option”) permitting, at any time after the fifth ’s equity membership interests in Contrail Aviation at a price to be agreed upon, or failing such an agreement to be determined pursuant to third The following t able summarizes the fair values of assets acquired and liabilities assumed by Contrail Aviation as of the Contrail Closing Date: July 18, 2016 ASSETS Accounts receivable $ 1,357,499 Inventories 2,118,475 Prepaid expenses 30,121 Property and equipment 33,095 Intangible assets - non-compete 69,700 Intangible assets - tradename 322,000 Intangible assets - certification 47,000 Intangible assets - customer relationship 451,000 Goodwill 4,227,205 Total assets $ 8,656,095 LIABILITIES Accounts payable $ 366,575 Accrued expenses 43,652 Earnout liability 2,900,000 Total liabilities $ 3,310,227 Net Assets $ 5,345,868 The Company ’s purchase accounting reflects the estimated net fair value of the Seller’s assets acquired and liabilities assumed as of the Contrail Closing Date. Purchase accounting also reflects the Company’s current estimate that the Earnout Payments will be due at the above-specified maximum level. The Contrail Closing Date balance sheet information disclosed above reflects the present value of such estimated Earnout Payments. The Company has finalized its Contrail Aviation acquisition accounting. The Put/Call Option specifies a fair value strike price as of the exercise date. As such, the Company assigned no ’s equity membership interests in Contrail Aviation, the Company has presented this redeemable non-controlling interest in Contrail Aviation between the liabilities and equity sections of the accompanying March 31, 2017 not July 18, 2016 March 31, 2017. not Pro forma financial information is not not ’s consolidated financial statements. Amortization expense associated with the acquired intangible assets totaled approximately $93,000 July 18, 2017 March 31, 2017. Other Acquisitions On October 3, 2016, 100% s of Jet Yard, from the holder thereof. The cash purchase price was $15,000 no 145 48.5 2014, June 2016 May 2046 30 2.6 may 90 $27,000, first seven $152,000 five three March 2017 B777 300 first 2021. March 31, 2017 not The acquired Jet Yard business is included in the Company ’s commercial jet engine segment. The Company has finalized its Jet Yard acquisition accounting. Pursuant to an Asset Purchase Agreement signed on October 31, 2016, October 1, 2016, $400,000. $100,000 30 $100,000 $16,667 November 1, 2016. $100,000 may twelve September 30, 2017. $700,000. No $200,000 $300,000, $200,000 no Amortization expense associated with the acquired intangible a ssets was approximately $13,000 October 31, 2016 March 31, 2017. The acquired D&D business is operated by GAS and included in the Company ’s ground support services segment. The Company has finalized its D&D acquisition accounting. Pro forma financial information is not not ’s consolidated financial statements. |