ACQUISITIONS

We apply the provisions of Accounting Standards Codification 805, Business Combinations (“ASC 805”), in the accounting for our business acquisitions. ASC 805 requires companies to separately recognize goodwill from the assets acquired and liabilities assumed, which are at their acquisition date fair values. Goodwill as of the acquisition date represents the excess of the purchase price over the fair values of the assets acquired and the liabilities assumed.

We use significant estimates and assumptions, including fair value estimates, to determine fair value of assets acquired and liabilities assumed and, when applicable, the related useful lives of the acquired assets as of the business combination date. The fair value measurements are primarily based on significant inputs that are not observable in the market, other than certain financial assets and liabilities that are acquired or assumed in the acquisitions. The market approach, which indicates value for a subject asset based on available market pricing for comparable assets, is utilized to estimate the fair value for land and buildings, aircraft and spare parts inventory. The market approach includes prices and other relevant information generated by market transactions involving comparable assets, as well as pricing guides and other sources. We consider the current market for assets, the maintenance condition of assets and the expected proceeds from the sale of assets, among other factors. As a result we classify these assets in Level 3 in the fair value hierarchy. For those financial assets and liabilities which utilize observable inputs we classify these amounts in Level 2.

The income approach is primarily used to value intangible assets, including client relationships, certain internally used software, and trade names, as well as noncontrolling interest. The income approach indicates value for a subject asset based on the present value of cash flows projected to be generated by the asset. Projected cash flows are discounted at a required market rate of return that reflects the relative risk of achieving the cash flows and the time value of money. The fair values associated with these assets and liabilities are classified in Level 3 in the fair value hierarchy.

The cost approach, which estimates value by determining the current cost of replacing an asset with another of equivalent economic utility, is used, as appropriate, for certain assets for which the market and income approaches cannot be applied due to the nature of the asset. The cost to replace a given asset reflects the estimated reproduction or replacement cost for the asset, less an allowance for loss in value due to depreciation. Assets valued using the cost approach are classified in Level 3 in the fair value hierarchy.

See Note 6 for additional description of the fair value measurement.

Airnorth Acquisition

On January 29, 2015, Bristow Helicopters Australia Pty Ltd. (“Bristow Helicopters Australia”) acquired an 85% interest in Capiteq Limited, operating under the name Airnorth, for cash of A$30.3 million ($24.0 million) with possible earn out consideration of up to A$17.0 million ($13.0 million) to be paid over four years based in part on the achievement of specified financial performance thresholds and continued employment by the selling shareholders. A portion of the first year earn-out payment of $1.5 million was paid during fiscal year 2016 as Airnorth achieved agreed performance targets. Airnorth did not achieve the performance targets for the second year earn-out payment. In addition, we entered into an agreement with the other shareholders of Capiteq Limited that granted us the right after six months to buy all of their shares (and granted them the right after three years to require us to buy all of their shares) and included transfer restrictions and other customary provisions. We recognized $24.3 million of goodwill as a result of the Airnorth acquisition. The goodwill recorded as part of this acquisition primarily reflects the value of offering a complete suite of point to point transportation services for our clients and synergies expected to arise from the combined entities, as well as any intangible assets that do not qualify for separate recognition.

In November 2015, we purchased the remaining 15% of the outstanding shares of Airnorth for A$7.3 million ($5.3 million) resulting in a reduction of $5.5 million to redeemable noncontrolling interests and an increase of $2.6 million to additional paid-in capital on our consolidated balance sheet.

We believe this investment strengthens our ability to provide point to point transportation services for existing Australian based passengers, expands industrial aviation services in certain areas in Southeast Asian markets and creates a more integrated logistics solution for global clients. Airnorth is Northern Australia’s largest regional fixed wing operator based in Darwin, Northern Territory, Australia with both scheduled and charter services that focus primarily on the energy and mining industries in northern and western Australia as well as international service to Dili, Timor-Leste. Airnorth’s fleet consists of 14 aircraft and its customer base includes many energy companies to which Bristow Group provides helicopter transportation services.

The following table summarizes the consolidated assets and liabilities of Airnorth as of January 29, 2015 (in thousands):



Current assets	$	15,188
Property and equipment	39,822
Goodwill ⁽¹⁾	24,252
Prepaid expenses and other assets ⁽¹⁾	4,403
Total assets	83,665

Current liabilities, including debt ⁽¹⁾	(20,104		)
Long-term debt, less current maturities	(20,606		)
Other long-term liabilities	(9,441		)
Total liabilities	(50,151		)
Temporary equity	(3,427		)
Net assets	$	30,087

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⁽¹⁾	For details on the correction of an immaterial error related to the acquisition of Airnorth, see Note 1.

Airnorth contributed $77.1 million, $75.4 million and $11.4 million of operating revenue during fiscal years 2017, 2016 and 2015, respectively, and is included in our Asia Pacific region.

Prior to the acquisition of the remaining 15% of outstanding shares of Airnorth in November 2015, redeemable noncontrolling interests included the third-party noncontrolling interests in Airnorth. The third-party noncontrolling interest holders held a written put option, which allowed them to sell their noncontrolling interest to Bristow Helicopters Australia at any time after the end of the third year after acquisition. In addition to the written put option, Bristow Helicopters Australia held a perpetual call option to acquire the noncontrolling interest after six months. Under each of these alternatives, the exercise price would be based on a contractually defined multiple of cash flows formula (the “Airnorth Redemption Value”), which is not a fair value measurement, and was payable in cash. As the written put option was redeemable at the option of the noncontrolling interest holders, and not solely within Bristow Helicopters Australia’s control, the noncontrolling interest in Airnorth was classified in redeemable noncontrolling interests between the stockholders’ investment and liabilities sections of the consolidated balance sheets. The initial carrying amount of the noncontrolling interest was the fair value of the noncontrolling interest as of the acquisition date.

The noncontrolling interest was adjusted each period for comprehensive income and dividends attributable to the noncontrolling interest and any changes in Bristow Helicopters Australia’s ownership interest in Airnorth, if any. An additional adjustment to the carrying value of the noncontrolling interest was required if the Airnorth Redemption Value exceeded the current carrying value. Changes in the carrying value of the noncontrolling interest related to a change in the Airnorth Redemption Value would be recorded against permanent equity and would not affect net income. While there was no impact on net income, the redeemable noncontrolling interest impacted our calculation of earnings per share. Utilizing the two-class method, we adjusted the numerator of the earnings per share calculation to reflect the changes in the excess, if any, of the Airnorth Redemption Value over the greater of (1) the noncontrolling interest carrying amount or (2) the fair value of the noncontrolling interest on a quarterly basis.

Changes in the balance for the redeemable noncontrolling interest related to Airnorth are as follows (in thousands):




Acquisition of Airnorth on January 29, 2015	$	3,427
Noncontrolling interest expense	(39		)
Currency translation	(49		)
Balance as of March 31, 2015	3,339
Noncontrolling interest expense	788
Accretion of noncontrolling interest	1,498
Currency translation	(158		)
Acquisition of remaining 15% of Airnorth	(5,467		)
Balance as of March 31, 2016	$	—

The summary pro forma condensed consolidated financial information presented below for fiscal year 2015 gives effect to the acquisition of Airnorth as if it had occurred as of April 1, 2013. The pro forma adjustments are based upon available information and certain assumptions that we believe are reasonable. The pro forma net income has been adjusted to reflect depreciation and amortization expense as if those adjustments had been applied on April 1, 2013. The summary pro forma condensed consolidated financial information is for informational purposes only and does not purport to represent what our consolidated results of operations actually would have been if the acquisition of Airnorth had occurred at any date, and such data does not purport to project our results of operations for any future period.



	Fiscal Year Ended March 31, 2015

	(In thousands) (Unaudited)
Gross revenue	$	1,927,680
Net income	87,902