Business Combination Disclosure [Text Block] | 2. 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 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. October 2, 2015 Delphax Senior Credit Agreement"), the Company's rights with respect to payment under and enforcement of the Senior Subordinated Note, and enforcement of its security interests are subordinated to the rights of the Senior Lender under the Delphax Senior Credit Agreement. Each share of Series B Preferred Stock is convertible into 100 no No 38% . 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. 9. The following table summarizes the p rovisional 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 the 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 On January 6, 2017, third $7.0 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 approximately $141,000. June 30, 2017, not first six 2017. Events of default under the Delphax Senior Credit Agreement persisted. On July 13, 2017, August 10, 2017, 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 June 30, 2017 January 6, 2017 As further discussed in Note 9, June 30, 2016 June 30, 2016 not not We have determined that the attribution of Delphax net income or loss should be based on consideration of all of Air T’s investments in Delphax and Delphax Canada. The Warrant provides that in the event that dividends are paid on the common stock of Delphax, the holder of the Warrant is entitled to participate in such dividends on a ratable basis as if the Warrant had been fully exercised and the shares of Series B Preferred Stock acquired upon such exercise had been converted into shares of Delphax common stock. This provision would have entitled Air T, Inc. to approximately 67% 33% first 67%/33% 67%/33% As a result of the application of the above-described attribution methodology, for the quarter ended June 30, 2017, 3.4% June 30, 2016, 33%. 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% Contrail Aviation, and (iii) and contingent additional deferred consideration payments which are more fully described below. 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 Company has estimated its liability with respect to the Earnout Payment to be $2,900,000, June 30, 2017, June 30, 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 table 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 condensed consolidated balance sheets. The Company estimates that the fair value of Contrail Aviation increased between March 31, 2017 June 30, 2017. Pro forma financial information is not not ’s condensed consolidated financial statements. Acquisition of AirCo Assets On May 2, 2017 May 31, 2017, our newly formed subsidiaries, AirCo, LLC and AirCo Services, LLC (collectively, “AirCo”) acquired the inventory and principal business assets, and assumed specified liabilities, of Aircraft Instrument and Radio Company, Incorporated, and Aircraft Instrument and Radio Services, Inc. (collectively, the “AirCo Sellers”). The acquired business, which is based in Wichita, Kansas, distributes and sells airplane and aviation parts and maintains a license under Part 145 $2,400,000. The following table summarizes the provisional fair values of assets acquired and liabilities assumed by AirCo as of May 2, 2017, May 2, 2017 Assets acquired and liabilities assumed at fair value: Accounts receivables $ 748,936 Inventories 3,100,000 Property and equipment 26,748 Accounts payable (313,117 ) Accrued expenses (382,687 ) Net assets acquired $ 3,179,880 Net assets acquired 3,179,880 Consideration paid 2,400,000 Bargain purchase gain $ 779,880 The Company ’s purchase price accounting reflects the estimated net fair value of the AirCo Sellers assets acquired and liabilities assumed as of the AirCo Closing Date. The Company’s initial accounting for this acquisition is incomplete as of the date of this report. Therefore, as permitted by applicable accounting guidance, the foregoing amounts are provisional. The tax impact related to the bargain purchase gain was to record a deferred tax liability and record tax expense against the bargain purchase gain of approximately $278,000 $502,000. Pro forma financial information is not not ’s condensed consolidated financial statements. Other Acquisitions and Business I nvestments On October 3, 2016, ubsidiary of the Company, Stratus Aero Partners LLC, acquired 100% $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 twelve September 30, 2017. $700,000. No $200,000 $300,000, $200,000 no 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. On June 7, 2017, ’s Space Age Insurance Company subsidiary (“SAIC”) invested $500,000 40% 60% Pro forma financial information is not not ’s consolidated financial statements. |