AIR T INC [AIRT] Filings

10-Q 1 airt-20221231.htm 10-Q airt-20221231

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark one)


☒			Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended December 31, 2022
☐			Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from _____to _____

Commission File Number 001-35476

Air T, Inc.

(Exact name of registrant as specified in its charter)


Delaware			52-1206400
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

5930 Balsom Ridge Road, Denver, North Carolina 28037

(Address of principal executive offices, including zip code)

(828) 464 – 8741

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	AIRT	NASDAQ Global Market
Alpha Income Preferred Securities (also referred to as 8% Cumulative Capital Securities) (“AIP”)	AIRTP	NASDAQ Global Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No ☐

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes x No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☒

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No x

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.


Common Stock			Common Shares, par value of $.25 per share
Outstanding Shares at January 31, 2023			2,819,660

AIR T, INC. AND SUBSIDIARIES

QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS


		Page
	PART I

Item 1.	Financial Statements

	Condensed Consolidated Statements of Income (Loss) (Unaudited) For The Three and Nine Months Ended December 31, 2022 and 2021	3

	Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) For The Three and Nine Months Ended December 31, 2022 and 2021	4

	Condensed Consolidated Balance Sheets as of December 31, 2022 and March 31, 2022 (Unaudited)	5

	Condensed Consolidated Statements of Cash Flows (Unaudited) For The Nine Months Ended December 31, 2022 and 2021	6

	Condensed Consolidated Statements of Equity (Unaudited) For The Nine Months Ended December 31, 2022 and 2021	7

	Notes to Condensed Consolidated Financial Statements (Unaudited)	8

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	27

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	34

Item 4.	Controls and Procedures	35

	PART II

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	35

Item 5.	Other Information	35

Item 6.	Exhibits	36
	Signatures	37
	Exhibit Index
	Certifications
	Interactive Data Files

Item 1. Financial Statements

AIR T, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)

(UNAUDITED)


(in thousands, except income (loss) per share number)	Three Months Ended December 31,				Nine Months Ended December 31,
	2022		2021		2022		2021
Operating Revenues:
Overnight air cargo	$	21,831	$	18,248	$	64,464	$	55,946
Ground equipment sales	16,147		15,232		39,981		32,603
Commercial jet engines and parts	21,736		11,392		63,577		35,902
Corporate and other	1,682		561		4,924		1,189
	61,396		45,433		172,946		125,640

Operating Expenses:
Overnight air cargo	19,174		16,209		56,696		49,506
Ground equipment sales	13,492		11,988		32,362		25,550
Commercial jet engines and parts	15,357		7,601		43,685		22,707
General and administrative	11,503		8,995		33,900		25,776
Depreciation and amortization	1,097		442		2,984		1,146
Inventory write-down	638		173		1,658		228
Asset impairment	—		—		516		—
(Gain) Loss on sale of property and equipment	—		—		(2)		3
	61,261		45,408		171,799		124,916

Operating Income	135		25		1,147		724

Non-operating (Expense) Income:
Interest expense	(2,204)		(1,236)		(6,021)		(3,341)
Income from equity method investments	2,118		99		2,917		197
Gain on forgiveness of Paycheck Protection Program (“PPP”) loan	—		—		—		8,331
Other-than-temporary impairment loss on investments	—		(348)		—		(348)
Other	(97)		(11)		(608)		1,329
	(183)		(1,496)		(3,712)		6,168

(Loss) Income before income taxes	(48)		(1,471)		(2,565)		6,892

Income Taxes Benefit	(156)		(282)		(536)		(249)

Net Income (Loss)	108		(1,189)		(2,029)		7,141

Net Income Attributable to Non-controlling Interests	$	(698)	$	(73)	$	(1,226)	$	(559)

Net (Loss) Income Attributable to Air T, Inc. Stockholders	$	(590)	$	(1,262)	$	(3,255)	$	6,582

(Loss) Income per share (Note 6)
Basic	$	(0.21)	$	(0.44)	$	(1.14)	$	2.28
Diluted	$	(0.21)	$	(0.44)	$	(1.14)	$	2.28

Weighted Average Shares Outstanding:
Basic	2,836		2,882		2,855		2,882
Diluted	2,836		2,882		2,855		2,893

See notes to condensed consolidated financial statements.

AIR T, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)


	Three Months Ended December 31,				Nine Months Ended December 31,
(In Thousands)	2022		2021		2022		2021
Net Income (Loss)	$	108	$	(1,189)	$	(2,029)	$	7,141
Foreign currency translation income (loss)	775		19		(360)		73
Unrealized (loss) gain on interest rate swaps	(61)		(20)		1,371		37
Reclassification of interest rate swaps into earnings	18		22		52		19
Total Other Comprehensive Income	732		21		1,063		129
Total Comprehensive Income (Loss)	840		(1,168)		(966)		7,270
Comprehensive Income Attributable to Non-controlling Interests	(698)		(73)		(1,226)		(559)
Comprehensive Income (Loss) Attributable to Air T, Inc. Stockholders	$	142	$	(1,241)	$	(2,192)	$	6,711

See notes to condensed consolidated financial statements.

AIR T, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)


(In thousands, except share amounts)	December 31, 2022		March 31, 2022
ASSETS
Current Assets:
Cash and cash equivalents	$	4,753	$	5,616
Marketable securities	622		859
Restricted cash	1,757		2,752
Restricted investments	1,496		1,691
Accounts receivable, net of allowance for doubtful accounts of $1,121 and $1,368	14,995		19,684
Income tax receivable	3,013		3,230
Inventories, net	86,218		75,167
Employee Retention Credit receivable	6,683		9,138
Other current assets	11,559		10,106
Total Current Assets	131,096		128,243

Assets on lease or held for lease, net of accumulated depreciation of $1,205 and $780	12,877		14,509
Property and equipment, net of accumulated depreciation of $6,345 and $5,405	21,252		21,212
Intangible assets, net of accumulated amortization of $3,862 and $2,947	11,178		13,260
Right-of-use ("ROU") assets	6,391		7,354
Equity method investments	14,746		9,864
Goodwill	10,414		10,126
Other assets	4,407		3,031
Total Assets	212,361		207,599

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable	9,287		9,397
Income tax payable	207		194
Accrued expenses and other (Note 4)	14,940		13,391
Current portion of long-term debt	42,260		6,482
Short-term lease liability	1,251		1,443
Total Current Liabilities	67,945		30,907

Long-term debt	99,624		129,326
Deferred income tax liabilities, net	3,085		2,812
Long-term lease liability	5,925		6,734
Other non-current liabilities	1,267		1,342
Total Liabilities	177,846		171,121

Redeemable non-controlling interest	12,063		10,761

Commitments and contingencies (Note 16)

Equity:
Air T, Inc. Stockholders' Equity:
Preferred stock, $1.00 par value, 2,000,000 shares authorized	—		—
Common stock, $.25 par value; 4,000,000 shares authorized, 3,026,495 and 3,022,745 shares issued, 2,821,996 and 2,866,418 shares outstanding	757		756
Treasury stock, 204,499 shares at $19.54 and 156,327 shares at $19.20	(3,995)		(3,002)
Additional paid-in capital	650		393
Retained earnings	23,153		26,729
Accumulated other comprehensive income (loss)	800		(263)
Total Air T, Inc. Stockholders' Equity	21,365		24,613
Non-controlling Interests	1,087		1,104
Total Equity	22,452		25,717
Total Liabilities and Equity	$	212,361	$	207,599

See notes to condensed consolidated financial statements.

AIR T, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)


(In Thousands)	Nine Months Ended December 31,
	2022		2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (Loss) Income	$	(2,029)	$	7,141
Adjustments to reconcile Net (Loss) Income to net cash provided by operating activities:
Depreciation and amortization	2,984		1,146
Gain on forgiveness of PPP loan	—		(8,331)
Income from equity method of investments	(2,917)		(197)
Inventory write-down	1,658		228
Asset impairment	516		—
Other	614		(256)
Change in operating assets and liabilities:
Accounts receivable	4,936		(4,378)
Inventories	(12,469)		(8,593)
Accounts payable	(109)		(379)
Accrued expenses	1,447		(3,247)
Other	1,554		(2,824)
Net cash used in operating activities	(3,815)		(19,690)
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in unconsolidated entities	(2,609)		(4,461)
Acquisition of assets	—		(13,408)
Capital expenditures related to property & equipment	(1,008)		(1,205)
Capital expenditures related to assets on lease or held for lease	(29)		—
Other	556		(472)
Net cash used in investing activities	(3,090)		(19,546)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from lines of credit	102,015		59,247
Payments on lines of credit	(91,865)		(54,063)
Proceeds from term loan	8,177		16,080
Payments on term loan	(12,300)		(2,909)
Proceeds received from issuance of Trust Preferred Securities ("TruPs")	—		10,671
Other	(1,161)		53
Net cash provided by financing activities	4,866		29,079
Effect of foreign currency exchange rates on cash and cash equivalents	181		69
NET DECREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH	(1,858)		(10,088)
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD	8,368		15,927
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD	$	6,510	$	5,839

See notes to condensed consolidated financial statements.

AIR T, INC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(UNAUDITED)


(In Thousands)	Common Stock			Treasury Stock			Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Non-controlling Interests		Total Equity
	Shares	Amount		Shares	Amount
Balance, March 31, 2021	3,023	$	756	141	$	(2,617)	$	—	$	16,270	$	(684)	$	989	$	14,714

Net income*	—	—		—	—		—		289		—		153		442

Foreign currency translation loss	—	—		—	—		—		—		(49)		—		(49)

Adjustment to fair value of redeemable non-controlling interests	—	—		—	—		—		(238)		—		—		(238)

Unrealized gain on interest rate swaps, net of tax	—	—		—	—		—		—		11		—		11

Reclassification of interest rate swaps into earnings	—	—		—	—		—		—		(1)		—		(1)

Balance, June 30, 2021	3,023	756		141	(2,617)		$	—	16,321		$	(723)	1,142		$	14,879

Net income (loss)*	—	—		—	—		—		7,555		—		(12)		7,543

Stock compensation expense	—	—		—	—		236		—		—		—		236

Foreign currency translation gain	—	—		—	—		—		—		103		—		103

Adjustment to fair value of redeemable non-controlling interests	—	—		—	—		—		183		—		—		183

Unrealized gain on interest rate swaps, net of tax	—	—		—	—		—		—		46		—		46

Reclassification of interest rate swaps into earnings	—	—		—	—		—		—		(2)		—		(2)

Balance, September 30, 2021	3,023	756		141	(2,617)		$	236	24,059		$	(576)	1,130		$	22,988

Net loss*	—	—		—	—		—		(1,262)		—		(17)		(1,279)

Stock compensation expense	—	—		—	—		79		—		—		—		79

Foreign currency translation gain	—	—		—	—		—		—		19		—		19

Adjustment to fair value of redeemable non-controlling interests	—	—		—	—		—		(514)		—		—		(514)

Unrealized loss on interest rate swaps, net of tax	—	—		—	—		—		—		(20)		—		(20)

Reclassification of interest rate swaps into earnings	—	—		—	—		—		—		22		—		22

Balance, December 31, 2021	3,023	$	756	141	$	(2,617)	$	315	$	22,283	$	(555)	$	1,113	$	21,295


(In Thousands)	Common Stock			Treasury Stock			Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Non-controlling Interests		Total Equity
	Shares	Amount		Shares	Amount
Balance, March 31, 2022	3,023	$	756	156	$	(3,002)	$	393	$	26,729	$	(263)	$	1,104	$	25,717

Net loss*	—	—		—	—		—		(1,433)		—		(6)		(1,439)

Stock compensation expense	—	—		—	—		79		—		—		—		79

Foreign currency translation loss	—	—		—	—		—		—		(529)		—		(529)

Adjustment to fair value of redeemable non-controlling interest	—	—		—	—		—		926		—		—		926

Unrealized gain on interest rate swaps, net of tax	—	—		—	—		—		—		475		—		475

Reclassification of interest rate swaps into earnings	—	—		—	—		—		—		17		—		17

Balance, June 30, 2022	3,023	756		156	(3,002)		$	472	26,222		$	(300)	1,098		$	25,246

Net loss*	—	—		—	—		—		(1,232)		—		(4)		(1,236)

Repurchase of common stock	—	—		19	(351)		—		—		—		—		(351)

Exercise of stock options	3	1		—	—		20		—		—		—		21

Stock compensation expense	—	—		—	—		79		—		—		—		79

Foreign currency translation loss	—	—		—	—		—		—		(606)		—		(606)

Adjustment to fair value of redeemable non-controlling interest	—	—		—	—		—		(188)		—		—		(188)

Unrealized gain on interest rate swaps, net of tax	—	—		—	—		—		—		957		—		957

Reclassification of interest rate swaps into earnings	—	—		—	—		—		—		17		—		17

Balance, September 30, 2022	3,026	757		175	(3,353)		$	571	24,802		$	68	1,094		$	23,939

Net loss*	—	—		—	—		—		(590)		—		(7)		(597)

Repurchase of common stock	—	—		29	(642)		—		—		—		—		(642)



Stock compensation expense	—	—		—	—		79		—		—		—		79

Foreign currency translation gain	—	—		—	—		—		—		775		—		775

Adjustment to fair value of redeemable non-controlling interest	—	—		—	—		—		(1,059)		—		—		(1,059)

Unrealized loss on interest rate swaps, net of tax	—	—		—	—		—		—		(61)		—		(61)

Reclassification of interest rate swaps into earnings	—	—		—	—		—		—		18		—		18

Balance, December 31, 2022	3,026	$	757	204	$	(3,995)	$	650	$	23,153	$	800	$	1,087	$	22,452

*Excludes amount attributable to redeemable non-controlling interests in Contrail Aviation Support, LLC ("Contrail") and Shanwick B.V. ("Shanwick")

See notes to condensed consolidated financial statements.

AIR T, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. Financial Statement Presentation

The condensed consolidated financial statements of Air T, Inc. (“Air T”, the “Company”, “we”, “us” or “our”) have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the following disclosures are adequate to make the information presented not misleading. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of the results for the periods presented have been made.

These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended March 31, 2022. The results of operations for the period ended December 31, 2022 are not necessarily indicative of the operating results for the full year.

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

Impacts from Geopolitical, Macroeconomic, and COVID-19 Challenges

COVID-19 and its impact on the current financial, economic and capital markets environment, and future developments in these and other areas present uncertainty and risk with respect to our financial condition and results of operations. Each of our businesses implemented measures to attempt to limit the impact of COVID-19 but we still experienced a number of disruptions, and we experienced and continue to experience to a lesser degree a reduction in demand for commercial aircraft, jet engines and parts compared to historical periods. Although many of the restrictions and other containment measures implemented by authorities in response to the COVID-19 pandemic have since been lifted or scaled back, we expect that the impact of COVID-19 will continue to some extent. The fluidity of this situation precludes any prediction as to the ultimate adverse impact of COVID-19 on economic and market conditions, and, as a result, present material uncertainty and risk with respect to us and our results of operations. The Company believes the estimates and assumptions underlying the Company’s condensed consolidated financial statements are reasonable and supportable based on the information available as of December 31, 2022; however, uncertainty over the ultimate direct and indirect impact COVID-19 will have on the global economy generally, and the Company’s businesses in particular, makes any estimates and assumptions as of December 31, 2022 inherently less certain than they would be absent the current and potential impacts of COVID-19.

The war in Eastern Europe and related sanctions imposed on Russia and related actors and other macroeconomic factors have resulted in interest rate acceleration and in inflation, including, but not limited to, a significant increase in the price of commodities. These factors may negatively impact our businesses at least in the short-term. The ultimate impact on our overall financial condition and operating results will depend on the currently unknowable duration and severity of these activities and macroeconomic factors. We continue to evaluate the long-term impact that these may have on our business model, however there can be no assurance that the measures we have taken or will take will completely offset any negative impact.

Liquidity

The Contrail Credit Agreement contains affirmative and negative covenants, including covenants that restrict the ability of Contrail and its subsidiaries to, among other things, incur or guarantee indebtedness, incur liens, dispose of assets, engage in mergers and consolidations, make acquisitions or other investments, make changes in the nature of its business, and engage in transactions with affiliates. The Contrail Credit Agreement also contains quarterly financial covenants applicable to Contrail and its subsidiaries, including a minimum debt service coverage ratio of 1.25 to 1.0 and a minimum tangible net worth of $12.0 million. The Company is in compliance with such financial covenants as of December 31, 2022. However, management is forecasting that the Company will be in violation of the debt service coverage ratio during the twelve-month period subsequent to the date of this filing, primarily because the first principal payment of its Main Street loan ("Term Note G - ONB") becomes due in November 2023. Non-compliance with a debt covenant that is not subsequently cured gives Old National Bank ("ONB") the right to accelerate the maturity of the Contrail Credit Agreement and declare the entire amount of Contrail’s outstanding debt at the time of non-compliance immediately due and payable and exercise its remedies with respect to the collateral that secures the debt. Should ONB accelerate the maturity of the Contrail Credit Agreement, the Company would not have sufficient cash on hand or available liquidity to repay the outstanding debt in the event of default.

In response to these conditions, Contrail management is currently in discussion with ONB to obtain a waiver to its financial covenants, to seek to revise the financing documents and/or to secure alternative financing to avoid an event of non-compliance. However, these plans have not been finalized and there is no assurance that management will be able to execute these plans.

The obligations of Contrail under the Contrail Credit Agreement are also guaranteed by the Company, up to a maximum of $1.6 million, plus costs of collection. The Company is not liable for any other assets or liabilities of Contrail and there are no cross-default provisions with respect to Contrail’s debt in any of the Company’s debt agreements with other lenders. If Contrail were to cease operations, management believes the Company, along with the rest of its businesses, will continue to operate, given the maximum guarantee of Contrail’s obligations of $1.6 million, plus costs of collection.

As a result, management believes it is probable that the cash on hand and current financings, net cash provided by operations from its remaining operating segments, together with amounts available under our current revolving lines of credit, as amended, will be sufficient to meet its obligations as they become due in the ordinary course of business for at least 12 months following the date these financial statements are issued. Management has concluded that the plans are probable of being achieved to alleviate substantial doubt about the Company’s ability to continue as a going concern.

Recently Issued Accounting Pronouncements

In March 2020, the FASB issued ASU 2020-04- Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The amendments in this Update provide optional expedients and exceptions for applying generally accepted accounting principles (GAAP) to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments in this Update apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The expedients and exceptions provided by the amendments do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022, except for hedging relationships existing as of December 31, 2022, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship. In December 2022, the FASB issued ASU 2022-06- Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848. The amendments in this Update defer the implementation deadline of Topic 848 from December 31, 2022, to December 31, 2024. The Company is currently evaluating the impact of this amendment on our contracts, hedging relationships, and other transactions affected by reference rate reform.

2. Acquisitions

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 12.

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 12. 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			$

AIR T INC [AIRT] Filings
AIR T INC [AIRTP] Filings
10-Q	[2023-02-10]
10-Q	[2022-11-10]
10-Q	[2022-08-12]
10-K	[2022-06-28]
10-Q	[2022-02-14]
10-Q	[2021-11-12]
10-Q	[2021-08-12]
10-K	[2021-06-25]
10-Q	[2021-02-12]
10-Q	[2020-11-12]
10-Q	[2020-08-14]
10-K	[2020-06-26]
10-Q	[2020-02-13]
10-Q	[2019-11-13]
10-Q	[2019-08-14]
10-K	[2019-06-28]
10-Q	[2019-02-14]
S-1	[2018-11-20]
10-Q	[2018-11-14]
10-Q	[2018-08-14]
10-K	[2018-06-29]
10-Q	[2018-02-14]
10-Q	[2017-11-14]
10-Q	[2017-10-26]
10-K	[2017-10-13]
10-Q	[2017-02-13]
10-Q	[2016-11-14]
10-Q	[2016-08-15]
10-K	[2016-06-29]
10-Q	[2016-02-05]
10-Q	[2015-11-06]
10-Q	[2015-08-05]
10-K	[2015-06-08]
10-Q	[2015-02-03]
10-Q	[2014-11-07]
10-Q	[2014-08-08]
10-K	[2014-06-02]
10-Q	[2014-02-10]
10-Q	[2013-11-07]
10-Q	[2013-08-07]
10-K	[2013-06-04]
10-Q	[2013-02-01]
10-Q	[2012-11-02]
10-Q	[2012-08-07]
10-K	[2012-06-05]
10-Q	[2012-02-03]

AIR T INC [AIRT] Filings

AIR T INC [AIRTP] Filings