FAIR VALUE DISCLOSURES

Assets and liabilities subject to fair value measurement are categorized into one of three different levels depending on the observability of the inputs employed in the measurement, as follows:


•	Level 1 – observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.


•	Level 2 – inputs that reflect quoted prices for identical assets or liabilities in markets which are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the asset or liability; or inputs that are derived principally from or corroborated by observable market data by correlation or other means.


•	Level 3 – unobservable inputs reflecting the Company’s own assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available.

Non-recurring Fair Value Measurements

The majority of our non-financial assets, which include inventories, property and equipment, assets held for sale, goodwill and other intangible assets, are not required to be carried at fair value on a recurring basis. However, if certain triggering events occur such that a non-financial asset is required to be evaluated for impairment and deemed to be impaired, the impaired non-financial asset is recorded as its fair value.

The following table summarizes the assets as of March 31, 2017, valued at fair value on a non-recurring basis (in thousands):



	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Balance as of March 31, 2017		Total Loss for Fiscal Year 2017
Inventories	$	—	$	46,568	$	—	$	46,568	$	(7,572	)
Assets held for sale	—		38,246		—		38,246		(12,450		)
Goodwill	—		—		19,798		19,798		(8,706		)
Total assets	$	—	$	84,814	$	19,798	$	104,612	$	(28,728	)

The following table summarizes the assets as of March 31, 2016, valued at fair value on a non-recurring basis (in thousands):



	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Balance as of March 31, 2016		Total Loss for Fiscal Year 2016
Inventories	$	—	$	6,261	$	—	$	6,261	$	(5,439	)
Assets held for sale	—		43,783		—		43,783		(29,571		)
Goodwill	—		—		29,990		29,990		(41,579		)
Other intangible assets	—		—		—		—		(8,086		)
Total assets	$	—	$	50,044	$	29,990	$	80,034	$	(84,675	)

The fair value of inventories using Level 2 inputs is determined by evaluating the current economic conditions for sale and disposal of spare parts, which includes estimates as to the recoverability of the carrying value of the parts based on historical experience with sales and disposal of similar spare parts, the expected timeframe of sales or disposals, the location of the spare parts to be sold and the condition of the spare parts to be sold or otherwise disposed of. See Note 1 for further discussion of the impairment of inventories and other intangible assets.

The fair value of assets held for sale using Level 2 inputs is determined through evaluation of expected sales proceeds for aircraft. This analysis includes estimates based on historical experience with sales, recent transactions involving similar assets, quoted market prices for similar assets and condition and location of aircraft to be sold or otherwise disposed of. See Note 4 for details on assets held for sale.

The fair value of goodwill is estimated using a variety of valuation methods, including the income and market approaches. These estimates of fair value include unobservable inputs, representative of Level 3 fair value measurement, including assumptions related to future performance, such as projected demand for our services and rates. For further details on our goodwill, see Note 1.

See Note 2 for details on the fair values related to the Airnorth acquisition.

Recurring Fair Value Measurements

The following table summarizes the financial instruments we had as of March 31, 2017, valued at fair value on a recurring basis (in thousands):



	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Balance as of March 31, 2017		Balance Sheet Classification
Rabbi Trust investments	$	3,075	$	—	$	—	$	3,075	Other assets
Total assets	$	3,075	$	—	$	—	$	3,075

The following table summarizes the financial instruments we had as of March 31, 2016, valued at fair value on a recurring basis (in thousands):



	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Balance at March 31, 2016		Balance Sheet Classification
Rabbi Trust investments	$	2,990	$	—	$	—	$	2,990	Other assets
Total assets	$	2,990	$	—	$	—	$	2,990
Contingent consideration ⁽¹⁾:
Current	$	—	$	—	$	29,522	$	29,522	Contingent consideration
Long-term	—		—		3,069		3,069		Other liabilities and deferred credits
Total liabilities	$	—	$	—	$	32,591	$	32,591

_______________


⁽¹⁾	Relates to our investments in Cougar totaling $26.0 million and our acquisition of Airnorth totaling $6.6 million (see Notes 2 and 3).

The rabbi trust investments consist of cash and mutual funds whose fair value are based on quoted prices in active markets for identical assets, and are designated as Level 1 within the valuation hierarchy. The rabbi trust holds investments related to our non-qualified deferred compensation plan for our senior executives as discussed in Note 9.

The following table provides a rollforward of the contingent consideration liability Level 3 fair value measurements during fiscal year 2017 (in thousands):



	Significant Unobservable Inputs (Level 3)
Contingent consideration:
Balance as of March 31, 2016	$	32,591
Change in fair value of contingent consideration	(6,591		)
Payment of Cougar third year earn-out	(10,000		)
Reclass of remaining Cougar third year earn-out to short-term borrowings and accrued liabilities	(16,000		)
Balance as of March 31, 2017	$	—

We assess the estimated fair value of the contractual obligation to pay the contingent consideration on a quarterly basis and any changes in estimated fair value are recorded as accretion expense included in depreciation and amortization on our consolidated statements of operations. Fluctuations in the fair value of contingent consideration are impacted by two unobservable inputs, management’s estimate of the probability of Cougar or Airnorth achieving certain agreed performance targets and the estimated discount rate. As of March 31, 2016, the discount rate approximated 4% for the contingent consideration related to Cougar. As of March 31, 2016, the discount rate approximated 2% for the contingent consideration related to Airnorth. For details on the earn-out payments for Airnorth and Cougar, see Notes 2 and 3, respectively.

Fair Value of Debt

The fair value of our debt has been estimated in accordance with the accounting standard regarding fair value. The fair value of our fixed rate long-term debt is estimated based on quoted market prices. The carrying and fair value of our long-term debt, including the current portion and excluding unamortized debt issuance costs, are as follows (in thousands):



	March 31,
	2017				2016
	Carrying Value		Fair Value		Carrying Value		Fair Value
6 ¼% Senior Notes	$	401,535	$	323,236	$	401,535	$	277,059
Term Loan	261,907		261,907		335,665		335,665
Term Loan Credit Facility	45,900		45,900		200,000		200,000
Revolving Credit Facility	139,100		139,100		144,000		144,000
Lombard Debt	196,832		196,832		—		—
Macquarie Debt	200,000		200,000		—		—
Airnorth Debt	16,471		16,471		19,652		19,652
Eastern Airways Debt	15,326		15,326		15,643		15,643
Other Debt	16,293		16,293		24,394		24,394
	$	1,293,364	$	1,215,065	$	1,140,889	$	1,016,413

Other

The fair values of our cash and cash equivalents, accounts receivable and accounts payable approximate their carrying value due to the short-term nature of these items.