12.	Commitments and Contingencies

The Company is involved in various legal actions and claims arising in the ordinary course of business. Management believes that these matters, if adversely decided, would

not

have a material adverse effect on the Company's results of operations or financial position.

July 2016,

pursuant to the Asset Purchase Agreement, Contrail Aviation agreed to pay as contingent additional deferred consideration up to a maximum of

$1,500,000

per year and

$3,000,000

in the aggregate (collectively, the “Earnout Payments” and each, an “Earnout Payment”), calculated as follows:

(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,

Earnout Payment will be payable with respect to such Earnout Period;

(ii) if Contrail Aviation generates EBITDA in any Earnout Period equal to or in excess of

$1,500,000,

but less than

$2,000,000,

the Earnout Payment for each such Earnout Period will be an amount equal to the product of (

) the EBITDA generated with respect to such Earnout Period minus

$1,500,000,

and (y)

two

(

);

(iii) if Contrail Aviation generates EBITDA in any Earnout Period equal to or in excess of

$2,000,000,

but less than

$4,000,000,

the Earnout Payment for each such Earnout Period will be equal to

$1,000,000;

(iv) if Contrail Aviation generates EBITDA in any Earnout Period equal to or in excess of

$4,000,000,

the Earnout Payment for each such Earnout Period will be equal to

$1,500,000;

and

(v) if, following the

fifth

Earnout Period, Contrail Aviation has generated EBITDA equal to or in excess of

$15,000,000

in the aggregate during all Earnout Periods, but the Seller has received or is owed less than

$3,000,000

in aggregate Earnout Payments pursuant to clauses (i) through (iv), above, Contrail Aviation will make an additional Earnout Payment to the Seller in an amount equal to the difference between

$3,000,000

and the aggregate Earnout Payments already received or payable pursuant to clauses (i) through (iv), above.

As used in the Asset Purchase Agreement, “Earnout Period” means each of the

first

five twelve

-full-calendar-month periods following the c

losing of the acquisition. The Company has estimated its liability with respect to the Earnout Payment of

$2,900,000,

which amount is included in the “Other non-current liabilities” in the consolidated balance sheet at both

June 30, 2017

and

March 31, 2017,

excluding the portion denoted as payable below which has been reclassified to a current liability at

June 30, 2017.

As a result of EBITDA of Contrail Aviation being approximately

$2.1

million for the

first

Earnout Period, the Earnout Payment with respect to the Earnout Period is

$1,000,000

which amount is payable in

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

anniversary of the Contrail Closing Date, Contrail Aviation at its election to purchase from the Seller, and permitting the Seller at its election to require Contrail Aviation to purchase from the Seller, all of the Seller

’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

-party appraisals in a process specified in the Operating Agreement.

As discussed in Note

Contrail Aviation entered into the Loan Agreement with Old National Bank on

May 5, 2017.

Contrail Aviation

’s obligations under the Loan Agreement are guaranteed by the Company, with such guaranty limited in amount to a maximum of

$1,600,000

plus interest on such amount at the rate of interest in effect under the Loan Agreement, plus costs of collection.

October 31, 2016,

GAS acquired, effective as of

October 1, 2016,

substantially all of the assets of D&D GSE Support, Inc. (“D&D”) which was in the business of marketing, selling and providing aviation repair, equipment, parts, and maintenance sales services and products at the Fort Lauderdale airport. The total amount paid at closing in connection with this acquisition was

$400,000,

with an additional

$100,000

paid

days after closing and an additional

$100,000

payable in equal monthly installments of

$16,667

commencing on

November 1, 2016.

Earn-out payments of up to

$100,000

may

also be payable based on specified performance for the

twelve

-month period ending

September 30, 2017.

Based on actual revenue earned by D&D through

September 2017,

the earnout payment with respect to the purchase agreement is

$100,000,

which amount is payable in

October 2017.

June 2016,

the Company acquired land and entered into an agreement to construct a new corporate headquarters facility in Denver, North Carolina for an aggregate amount of approximately

$1.9

million. Construction was completed and the Company relocated its corporate offices to this facility in

July 2017.

There are currently

other commitments for significant capital expenditures.

The Company has various operating lease commitments for office equipment and its office and maintenance facilities.