XML 69 R11.htm IDEA: XBRL DOCUMENT
v3.23.2

ACQUISITIONS | 12 Months Ended
--- | ---
Mar. 31, 2023
Business Combination and Asset Acquisition [Abstract] |
ACQUISITIONS | ACQUISITIONS Worldwide Aviation Services, Inc. On January 31, 2023, the Company acquired Worldwide Aircraft Services, Inc. ("WASI"), a Kansas corporation that services the aircraft industry across the United States and internationally through the operation of a repair station which is located in Springfield, Missouri at the Branson National Airport. The acquisition was was funded with cash and the loans described in Note 14 of this report. WASI is included within the Overnight air cargo segment. The acquisition date's fair value of the consideration is summarized in the table below (in thousands):
| January 31, 2023
Cash consideration | $ | 1,628 |
Seller's Note | $ | 1,370 |
Total consideration | $ | 2,998 |
The transaction was accounted for as a business combination in accordance with ASC Topic 805 "Business Combinations." Assets acquired and liabilities assumed were recorded in the accompanying consolidated balance sheet at their fair values as of January 31, 2023, with the excess of total consideration above fair value of net assets acquired recorded as goodwill. The following table outlines the consideration transferred and purchase price allocation at the respective fair values as of January 31, 2023 (in thousands):
| January 31, 2023
ASSETS |
Accounts receivable | $ | 1,037 |
Inventory | 517
Other current assets | 97
Property, plant and equipment, net | 403
Intangible -Trade Name | 342
Intangible - Non-competition Agreement | 19
Intangible - Customer Relationships | 683
Other assets | 20
Total assets | $ | 3,118 |
LIABILITIES |
Accounts payable | 61
Accrued expenses and deferred revenue | 635
Total liabilities | $ | 696 |
Net assets acquired | $ | 2,422 |
Consideration paid | 2,998 |
Less: Cash acquired | (500) |
Less: Net assets acquired | (2,422) |
Goodwill | $ | 76 |
As of March 31, 2023, the purchase price allocation is final. The following table sets forth the revenue and expenses of WASI that are included in the Company’s condensed consolidated statement of income for the fiscal year ended March 31, 2023 (in thousands):
| Income Statement Post-Acquisition
Revenue | $ | 929 |
Cost of Sales | 676 |
Operating Expenses | 425 |
Operating Loss | (172) |
Non-operating expense | (22) |
Net loss | $ | (194) |
Pro forma financial information is not presented as the results are not material to the Company’s consolidated financial statements. Wolfe Lake HQ, LLC On December 2, 2021, the Company, through its wholly-owned subsidiary Wolfe Lake HQ, LLC, completed the purchase of the real estate located at 5000 36th Street West, St. Louis Park, Minnesota pursuant to a real estate purchase agreement with WLPC East, LLC, a Minnesota limited liability company (an unaffiliated third-party) dated October 11, 2021. The real estate purchased consists of a 2-story office building, asphalt-paved driveways and parking areas, and landscaping. The building was constructed in 2004 with an estimated 54,742 total square feet of space. The real estate purchased is where Air T's Minnesota executive office is currently located. With this purchase, the Company assumed 11 leases from existing tenants occupying the building. The total amount recorded for the real estate was $13.4 million, which included the purchase price of $13.2 million and total direct capitalized acquisition costs of $0.2 million. The consideration paid for the real estate consisted of approximately $3.3 million in cash and a new secured loan from Bridgewater Bank ("Bridgewater") with an aggregate principal amount of $9.9 million and a fixed interest rate of 3.65% which matures on December 2, 2031. See Note 14. In accordance with ASC 805, the purchase price consideration was allocated as follows (in thousands):
Land | $ | 2,794 |
Building | 8,439 |
Site Improvements | 798 |
Tenant Improvements | 269 |
In-place lease and other intangibles | 1,108 |
| $ | 13,408 |
GdW Beheer B.V. On February 10, 2022, the Company acquired GdW, a Dutch holding company in the business of providing global aviation data and information. The acquisition was completed through a wholly-owned subsidiary of the Company, Air T Acquisition 22.1, LLC ("Air T Acquisition 22.1"), a Minnesota limited liability company, through its Dutch subsidiary, Shanwick, and was funded with cash, investment by executive management of the underlying business, and the loans described in Note 14. As part of the transaction, the executive management of the underlying business purchased 30.0% of Shanwick. Air T Acquisition 22.1 and its consolidated subsidiaries are included within the Corporate and other segment. Subsequent to the acquisition date, the Company made certain measurement period adjustments to the preliminary purchase price allocation, which resulted in an increase to goodwill of $0.3 million. The increase is attributable to a measurement period adjustment of $0.3 million related to certain intangible assets acquired and related deferred tax liabilities assumed due to clarification of information utilized to determine fair value during the measurement period. As of June 30, 2022, the measurement period was completed and all adjustments are reflected in the tables below. Total consideration is summarized in the table below (in thousands):
| February 10, 2022
Consideration paid | $ | 15,256 |
Less: Cash acquired | (2,452) |
Less: Net assets acquired | (6,520) |
Goodwill | $ | 6,284 |
The transaction was accounted for as a business combination in accordance with ASC Topic 805 "Business Combinations." Assets acquired and liabilities assumed were recorded in the accompanying consolidated balance sheet at their fair values as of February 10, 2022, with the excess of total consideration over fair value of net assets acquired recorded as goodwill. The following table outlines the consideration transferred and purchase price allocation at the respective fair values as of February 10, 2022 (in thousands):
| February 10, 2022
ASSETS |
Accounts Receivable | $ | 715 |
Other current assets | 67
Property, plant and equipment, net | 40
Intangible - Proprietary Database | 2,576
Intangible - Customer Relationships | 7,267
Total assets | 10,665
LIABILITIES |
Accounts payable | 15
Accrued expenses and deferred revenue | 1,670
Deferred income tax liabilities, net | 2,460
Total liabilities | 4,145 |
Net assets acquired | $ | 6,520 |
The following table sets forth the revenue and expenses of GdW, prior to intercompany eliminations, that are included in the Company’s condensed consolidated statement of income for the fiscal year ended March 31, 2022 (in thousands):
| Income Statement Post-Acquisition
Revenue | $ | 887 |
Cost of Sales | 145 |
Operating Expenses | 701 |
Operating Income | 41 |
Non-operating income | 19 |
Net income | $ | 60 |
Pro forma financial information is not presented as the results are not material to the Company’s consolidated financial statements.

X
- Definition The entire disclosure for asset acquisition. + References Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 50 -Section 15 -Paragraph 3 -URI https://asc.fasb.org/extlink&oid=6911878&loc=d3e8732-128492 + Details
Name: | us-gaap_AssetAcquisitionTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_BusinessCombinationAndAssetAcquisitionAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration