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Acquisitions
 3 Months Ended
Jun. 30, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Acquisitions Acquisitions
2026 Arena Aviation Partners B.V.

On June 10, 2026, Crestone Air Partners, LLC ("CAP"), a subsidiary of Air T, Inc., completed the acquisition of 100% of the outstanding equity interests of Arena Aviation Partners B.V. ("Arena"), an aviation asset management and aircraft leasing company for a purchase price of $33.9 million (the "Acquisition"). The Company acquired Arena to expand its aviation leasing and asset-management platform. The acquired business is included in the aviation leasing and asset management segment.

The Acquisition was accounted for as a business combination using the acquisition method of accounting in accordance with ASC 805, Business Combinations (“ASC 805”). Consideration for the acquisition included cash of $21.7 million and contingent consideration with a fair value of $12.2 million. The contingent consideration consists of future cash payments to certain former owners of Arena equal to 57.5% of specified performance-based fees collected under certain servicing agreements acquired as part of the transaction. Payments are not contingent upon continued employment. The ultimate amount payable depends on future collections associated with the underlying agreements and is not subject to a contractual cap. The contingent consideration was recorded as a liability at its acquisition-date fair value and will be remeasured to fair value at each reporting date until settled, with changes recognized in earnings. For purposes of determining the fair value of the contingent consideration, the Company utilized a discounted cash flow ("DCF") approach, consistent with market practice and applicable accounting standards to estimate the fair value based on the absence of observable market inputs. The DCF values forecasted expected future payments based on the performance-based fees expected to be collected over the term of the earnout. The fair value of the contingent consideration would have been materially different if there was a significant change to the projected performance-based fees and the credit spread of 5.0% used to discount projected future payments of the earnout.

The purchase price was allocated to identifiable assets and liabilities based on information available on the date of the acquisition. The current purchase price allocation resulted in goodwill of $8.2 million.
The allocation of the purchase price is preliminary and will potentially change in future periods as fair value estimates of the assets acquired and liabilities assumed are finalized, including those related to intangible assets, deferred taxes, and other acquisition-date estimates. The final determination of the fair values will be completed within the one-year measurement period. The purchase price was paid at closing, and transaction costs associated with the acquisition of $3.0 million were expensed as incurred and recognized within general and administrative expenses.

The following table summarizes the current acquisition-date fair values of the assets acquired and liabilities assumed as of June 10, 2026 (in thousands):

Fair Value of Assets Acquired and Liabilities AssumedAmount
Assets:
Cash and cash equivalents$2,589 
Accounts receivable, net of allowance for doubtful accounts470 
Tax receivable466 
Prepaid expenses6 
Other current assets210 
Property and equipment154 
ROU assets168 
Intangible assets29,684 
Equity method investments731 
Goodwill8,228 
Total Assets 42,706 
Liabilities
Accounts payable(696)
Accrued expenses and other(13)
Tax liabilities(232)
Other liabilities(27)
Current lease liability (71)
Non-current lease liability (98)
Deferred tax liability(7,659)
Total Liabilities (8,796)
Net Assets Acquired $33,910 

As of the effective date of the acquisition, identifiable intangible assets are required to be measured at fair value. For purposes of these consolidated financial statements, the fair value and weighted-average useful lives of these intangible assets have been estimated using the excess earnings method under the income approach. Significant inputs used to value these intangible assets include probability of renewal, contributory asset charge, long-term growth rates, discount rates, and applicable income tax rates. For purposes of determining the fair value of the identifiable intangible assets, the Company utilized a discounted cash flow ("DCF") approach, consistent with market practice and applicable accounting standards to estimate the fair value based on the absence of observable market inputs. The DCF values forecasted associated cash flows related to the customer relationships at Arena that drive the income for the acquired business. The fair value of the customer relationships would have been materially different if there was a significant change to the cash flows associated with the customer relationships and/or the discount rate applied to the cash flows for the existing contracts and institutional investor relationships of 21.0% and 25.0%, respectively.

The following table sets forth the identifiable intangible assets and their useful lives as of June 10, 2026 (in thousands):

Identifiable Intangible AssetsUseful Life in YearsFair Value
Customer relationships - existing contracts4$14,193 
Customer relationships - institutional investor relationships1115,491 
Revenues of $0.6 million and a net loss of $0.4 million attributable to Arena are included in the Company’s unaudited condensed consolidated statements of income (loss) for the period beginning on June 10, 2026 and ending on June 30, 2026.

Pro Forma Consolidated Financial Information

The unaudited pro forma consolidated results for the three months ended June 30, 2026 and 2025 were prepared using the acquisition method of accounting and are based on the historical financial information of Arena and the Company. The historical financial information has been adjusted to give effect to pro forma adjustments that are: (i) directly attributable to the acquisition, (ii) factually supportable and (iii) expected to have a continuing impact on the combined results.

The unaudited pro forma consolidated financial information presents the Company's results as if the acquisition had occurred on April 1, 2025, and is not indicative of what the Company’s consolidated results of operations actually would have been had it completed the acquisition on April 1, 2025. The pro forma adjustments do not include any of the cost savings and other synergies anticipated from the acquisition (in thousands).

Three Months Ended June 30, 2026Three Months Ended June 30, 2025
Revenue$116,991 $73,452 
Net Loss(18,248)(4,108)


2025 Regional Express Holdings Pty Ltd

On December 18, 2025, Air T Rex Acquisition, Inc., a wholly owned subsidiary of the Company, acquired substantially all of the outstanding capital stock of Regional Express Holdings Pty Ltd ("Rex"), an Australian regional airline operator that had been in voluntary administration, pursuant to a Deed of Company Arrangement and a related Creditors Trust. Consideration transferred was $10.2 million, and the Company recognized a gain on bargain purchase of $111.2 million during the year ended March 31, 2026 within non-operating (expense) income. The acquisition established the Company’s regional airline segment. A complete description of the transaction, including the acquisition-date fair values of the assets acquired and liabilities assumed and the calculation of the gain on bargain purchase, is included in Note 2 to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2026.

The initial accounting for the Rex acquisition remains incomplete. The amounts recorded for aircraft and related equipment, right-of-use assets and lease liabilities, certain accrued liabilities and contingencies arising from the administration process, and income tax balances are provisional pending completion of the Company’s valuation analyses. No measurement period adjustments were recognized during the three months ended June 30, 2026, and the amounts recognized as of the acquisition date are unchanged from those reported in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2026. The measurement period will end no later than December 18, 2026. Changes to these provisional amounts during the remainder of the measurement period may result in material adjustments to the fair values of the assets acquired and liabilities assumed and to the gain on bargain purchase.

The results of operations of Rex are included in the Company’s condensed consolidated financial statements for the three months ended June 30, 2026. Because Rex was acquired subsequent to June 30, 2025, no amounts related to Rex are included in the comparative prior year period.