Cover Page
Cover Page - shares | 3 Months Ended | |
Jun. 30, 2020 | Aug. 03, 2020 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2020 | |
Document Transition Report | false | |
Entity File Number | 001-35701 | |
Entity Registrant Name | Bristow Group Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 72-1455213 | |
Entity Address, Address Line One | 3151 Briarpark Drive, Suite 700 | |
Entity Address, City or Town | Houston, | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 77042 | |
City Area Code | 713 | |
Local Phone Number | 267-7600 | |
Entity Information, Former Legal or Registered Name | Era Group Inc. | |
Former Fiscal Year End Date | --12-31 | |
Title of 12(b) Security | Common Stock, par value $0.01 per share | |
Trading Symbol | VTOL | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 30,279,955 | |
Entity Central Index Key | 0001525221 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --03-31 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Former Address | ||
Entity Information [Line Items] | ||
Entity Address, Address Line One | 945 Bunker Hill Rd., Suite 650 | |
Entity Address, City or Town | Houston, | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 77024 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | ||
Revenue: | |||
Operating revenue from non-affiliates | $ 246,549 | $ 304,130 | |
Operating revenue from affiliates | 14,959 | 12,446 | |
Reimbursable revenue from non-affiliates | 8,685 | 16,600 | |
Total revenues | 270,193 | 333,176 | |
Costs and expenses: | |||
Operating expense | 190,436 | 257,759 | |
Reimbursable expense | 8,648 | 16,134 | |
Prepetition restructuring charges | 0 | 13,476 | |
General and administrative | 52,943 | 34,770 | |
Depreciation and amortization | 16,356 | 31,339 | |
Total costs and expenses | 268,383 | 353,478 | |
Loss on impairment | (19,233) | 0 | |
Gain (loss) on asset dispositions | 5,522 | (3,787) | |
Earnings from unconsolidated affiliates, net of losses | (1,978) | 2,347 | |
Operating loss | (13,879) | (21,742) | |
Interest income | 262 | 387 | |
Interest expense | (12,504) | (26,708) | |
Reorganization items | 0 | (76,356) | |
Loss on sale of subsidiaries | 0 | (56,303) | |
Change in fair value of preferred stock derivative liability | 15,416 | 0 | |
Gain on bargain purchase | 75,433 | 0 | |
Other income (expense), net | 3,386 | (3,873) | |
Total other income (expense) | 81,993 | (162,853) | |
Income (loss) before benefit (provision) for income taxes | 68,114 | (184,595) | |
Benefit for income taxes | 3,290 | 15,507 | |
Net income (loss) | 71,404 | (169,088) | |
Net (income) loss attributable to noncontrolling interests | 73 | (158) | |
Net income (loss) attributable to Bristow Group Inc. | $ 71,477 | $ (169,246) | |
Income (loss) per common share: | |||
Basic (in dollars per share) | $ 18.41 | $ (4.71) | |
Diluted (in dollars per share) | $ 5.16 | $ (4.71) | |
Weighted average common shares outstanding: | |||
Basic (in shares) | [1] | 11,102,611 | 35,918,916 |
Diluted (in shares) | [1] | 38,988,528 | 35,918,916 |
[1] | See Note 13 to the condensed consolidated financial statements for details on Weighted average common shares outstanding. |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Statement of Comprehensive Income [Abstract] | ||
Net income (loss) | $ 71,404 | $ (169,088) |
Other comprehensive income (loss): | ||
Currency translation adjustments | 3,146 | 16,899 |
Unrealized gain (loss) on cash flow hedges, net of tax benefit | (881) | 474 |
Currency translation adjustments attributable to noncontrolling interests | 13 | (11) |
Total comprehensive income (loss) | 73,682 | (151,726) |
Net (income) loss attributable to noncontrolling interests | 73 | (158) |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | $ 73,755 | $ (151,884) |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2020 | Mar. 31, 2020 | |
Current assets: | |||
Cash and cash equivalents | $ 259,922 | $ 196,662 | |
Restricted cash | 3,493 | 2,459 | |
Accounts receivable from non-affiliates | 215,210 | 166,038 | |
Accounts receivable from affiliates | 8,488 | 14,645 | |
Inventories | 110,086 | 82,419 | |
Assets held for sale | 33,523 | 32,401 | |
Prepaid expenses and other current assets | 30,366 | 29,527 | |
Total current assets | 661,088 | 524,151 | |
Investment in unconsolidated affiliates | 89,175 | 110,058 | |
Property and equipment – at cost: | |||
Land and buildings | 178,246 | 160,069 | |
Aircraft and equipment | 920,861 | 741,245 | |
Total property and equipment, at cost | 1,099,107 | 901,314 | |
Less – Accumulated depreciation and amortization | (39,024) | (24,560) | |
Total property and equipment, net | 1,060,083 | 876,754 | |
Right-of-use assets | 297,072 | 305,962 | |
Other assets | 144,373 | 128,336 | |
Total assets | 2,251,791 | 1,945,261 | |
Current liabilities: | |||
Accounts payable | 61,983 | 52,110 | |
Accrued wages, benefits and related taxes | 48,252 | 42,852 | |
Income taxes payable | 14,537 | 1,743 | |
Other accrued taxes | 6,982 | 4,583 | |
Deferred revenue | 33,329 | 12,053 | |
Accrued maintenance and repairs | 25,632 | 31,072 | |
Accrued interest | 943 | 832 | |
Current portion of operating lease liabilities | 81,953 | 81,484 | |
Other accrued liabilities | 21,074 | 25,510 | |
Short-term borrowings and current maturities of long-term debt | 63,541 | 45,739 | |
Total current liabilities | 358,226 | 297,978 | |
Long-term debt, less current maturities | 582,264 | 515,385 | |
Accrued pension liabilities | 13,145 | 17,855 | |
Preferred stock embedded derivative | 0 | 286,182 | |
Other liabilities and deferred credits | 6,051 | 4,490 | |
Deferred taxes | 48,800 | 22,775 | |
Long-term operating lease liabilities | 214,125 | 224,595 | |
Commitments and contingencies (Note 10) | |||
Mezzanine equity preferred stock: $.0001 par value, 6,824,582 issued and outstanding as of March 31, 2020 (1) | 0 | 149,785 | |
Stockholders’ investment: | |||
Common stock, $0.01 par value, 110,000,000 authorized; 30,288,972 and 11,235,535 outstanding as of June 30 2020 and March 31, 2020, respectively (1) | 303 | 1 | [1] |
Additional paid-in capital | 680,987 | 295,897 | |
Retained earnings | 354,582 | 139,228 | |
Accumulated other comprehensive loss | (6,363) | (8,641) | |
Total Bristow Group Inc. stockholders’ investment | 1,029,509 | 426,485 | |
Noncontrolling interests | (329) | (269) | |
Total stockholders’ investment | 1,029,180 | 426,216 | |
Total liabilities, mezzanine equity and stockholders’ investment | $ 2,251,791 | $ 1,945,261 | |
[1] | Share information displayed as of March 31, 2020 does not take into account the impact of the 3:1 reverse stock split or the Merger. |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (PARENTHETICAL) | 3 Months Ended | |
Jun. 30, 2020$ / sharesshares | Mar. 31, 2020$ / sharesshares | |
Statement of Financial Position [Abstract] | ||
Mezzanine equity, par value (in dollars per share) | $ / shares | $ 0.0001 | |
Mezzanine equity, shares issued (in shares) | 6,824,582 | |
Mezzanine equity, shares outstanding (in shares) | 6,824,582 | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 110,000,000 | 110,000,000 |
Common stock, shares outstanding (in shares) | 30,288,972 | 11,235,535 |
Reverse stock split, conversion ratio | 0.3333 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 71,404 | $ (169,088) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 21,493 | 31,339 |
Deferred income taxes | (6,382) | (19,115) |
Loss from extinguishment of debt | 615 | 0 |
Write-off of deferred financing fees | 0 | 2,625 |
Discount amortization on long-term debt | 3,619 | 850 |
Reorganization items, net | 0 | 60,853 |
(Gain) loss on disposal of assets | (5,522) | 3,787 |
Loss on impairment | 19,233 | 0 |
Loss on sale of subsidiaries | 0 | 56,303 |
Deferral of lease payments | 0 | 285 |
Gain on bargain purchase | (75,433) | 0 |
Change in fair value of preferred stock derivative liability | (15,416) | 0 |
Stock-based compensation | 5,185 | 824 |
Equity in earnings from unconsolidated affiliates less than (greater than) dividends received | 3,632 | (697) |
Increase (decrease) in cash resulting from changes in: | ||
Accounts receivable | 10,465 | (19,856) |
Inventory, prepaid expenses and other assets | (12,502) | (3,752) |
Accounts payable, accrued expenses and other liabilities | (27,257) | 18,880 |
Net cash used in operating activities | (6,866) | (36,762) |
Cash flows from investing activities: | ||
Capital expenditures | (2,849) | (7,439) |
Proceeds from asset dispositions | 11,665 | 3,204 |
Deposits on assets held for sale | 20,000 | 0 |
Cash transferred in sale of subsidiaries, net of cash received | 0 | (22,878) |
Increase in cash from Era merger | 120,236 | 0 |
Net cash provided by (used in) investing activities | 149,052 | (27,113) |
Cash flows from financing activities: | ||
Proceeds from borrowings | 0 | 75,585 |
Debt issuance costs | 0 | (10,016) |
Repayment of debt and debt redemption premiums | (73,387) | (5,821) |
Share repurchases | (4,807) | 0 |
Net cash provided by (used in) financing activities | (78,194) | 59,748 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 302 | 1,840 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 64,294 | (2,287) |
Cash, cash equivalents and restricted cash at beginning of period | 199,121 | 178,055 |
Cash, cash equivalents and restricted cash at end of period | 263,415 | 175,768 |
Cash paid during the period for: | ||
Interest | 8,372 | 9,939 |
Income taxes | $ 2,308 | $ 4,413 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' INVESTMENT AND MEZZANINE EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Noncontrolling Interests |
Beginning balance at Mar. 31, 2019 | $ 812,367 | $ 386 | $ 862,020 | $ 455,598 | $ (327,989) | $ (184,796) | $ 7,148 |
Beginning balance (in shares) at Mar. 31, 2019 | 35,918,916 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of common stock | 824 | 824 | |||||
Sale of subsidiaries | (5,612) | (5,612) | |||||
Currency translation adjustments | (11) | (11) | |||||
Net income (loss) | (169,088) | (169,246) | 158 | ||||
Other comprehensive income | 17,362 | 17,362 | |||||
Ending balance at Jun. 30, 2019 | 655,842 | $ 386 | 862,844 | 286,352 | (310,627) | $ (184,796) | 1,683 |
Ending balance (in shares) at Jun. 30, 2019 | 35,918,916 | ||||||
Beginning balance at Mar. 31, 2020 | 149,785 | ||||||
Redeemable Noncontrolling Interests And Mezzanine equity preferred stock | |||||||
Share repurchases | (2,151) | ||||||
Preferred stock share conversion | (146,448) | ||||||
Preferred stock compensation activity and conversion | (1,186) | ||||||
Ending balance at Jun. 30, 2020 | 0 | ||||||
Beginning balance at Mar. 31, 2020 | $ 426,216 | $ 1 | 295,897 | 139,228 | (8,641) | (269) | |
Beginning balance (in shares) at Mar. 31, 2020 | 11,235,535 | 11,235,566 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Share repurchases (in shares) | (142,721) | ||||||
Share repurchases | $ 1,263 | 1,263 | |||||
Preferred stock share conversion | 413,296 | $ 4 | 270,678 | 142,614 | |||
Preferred stock share conversion (in shares) | 34,836,688 | ||||||
Elimination of Old Bristow stock | 0 | $ (5) | 5 | ||||
Elimination of Old Bristow stock (in shares) | (45,929,533) | ||||||
Exchange of common stock | 0 | $ 231 | (231) | ||||
Exchange of common stock (in shares) | 23,027,010 | ||||||
Era purchase price | 108,340 | $ 72 | 108,268 | ||||
Era purchase price (in shares) | 7,175,029 | ||||||
Preferred stock compensation activity and conversion | 6,370 | 6,370 | |||||
Restricted stock awards (in shares) | 129,158 | ||||||
Purchase of Company common stock (tax withholding) | (42,225) | ||||||
Currency translation adjustments | 13 | 13 | |||||
Net income (loss) | 71,404 | 71,477 | (73) | ||||
Other comprehensive income | 2,278 | 2,278 | |||||
Ending balance at Jun. 30, 2020 | $ 1,029,180 | $ 303 | $ 680,987 | $ 354,582 | $ (6,363) | $ (329) | |
Ending balance (in shares) at Jun. 30, 2020 | 30,288,972 | 30,288,972 |
BASIS OF PRESENTATION, CONSOLID
BASIS OF PRESENTATION, CONSOLIDATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION, CONSOLIDATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | BASIS OF PRESENTATION, CONSOLIDATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The condensed consolidated financial statements include the accounts of Bristow Group Inc. and its consolidated entities.On January 23, 2020, Era Group Inc. (“Era”), Ruby Redux Merger Sub, Inc., a wholly owned subsidiary of Era (“Merger Sub”) and Bristow Group Inc. (“Old Bristow”) entered into an Agreement and Plan of Merger, as amended on April 22, 2020 (the “Merger Agreement”). On June 11, 2020, the merger (the “Merger”) contemplated by the Merger Agreement was consummated and Merger Sub merged with and into Old Bristow, with Old Bristow continuing as the surviving corporation and as a direct wholly owned subsidiary of Era (the “Merger”). Following the Merger, Era changed its name to Bristow Group Inc. and Old Bristow changed its name to Bristow Holdings U.S. Inc. Unless the context otherwise indicates, in this Quarterly Report on Form 10-Q, unless the context otherwise requires, references to: • the “Company”, “Combined Company,” “Bristow”, “we”, “us” and “our” refer to the entity currently known as Bristow Group Inc. and formerly known as Era Group Inc., together with its subsidiaries; • “Old Bristow” refers to the entity formerly known as Bristow Group Inc. and now known as Bristow Holdings U.S. Inc., together with its subsidiaries; and • “Era” refers to Era Group Inc. (currently known as Bristow Group Inc., the parent of the combined company) and its subsidiaries prior to consummation of the Merger. Pursuant to generally accepted accounting principles in the U.S. (“GAAP”), the Merger was accounted for as an acquisition by Old Bristow of Era even though Era was the legal acquirer and remained the ultimate parent of the combined company. As a result, upon the closing of the Merger, Old Bristow’s historical financial statements replaced Era’s historical financial statements for all periods prior to the completion of the Merger, and the financial condition, results of operations, comprehensive income and cash flows of Era have been included in those financial statements since June 12, 2020. Any reference to comparative period disclosures in the Quarterly Report on Form 10Q refers to Old Bristow. Effective upon the closing of the Merger, the Company changed its fiscal year-end from December 31 to March 31, to correspond with Old Bristow’s fiscal year-end. The Company’s fiscal year ends March 31, and fiscal years are referenced based on the end of such period. Therefore, the fiscal year ending March 31, 2021 is referred to as “fiscal year 2021”. The condensed consolidated financial information for the three months ended June 30, 2020 (Successor) and 2019 (Predecessor) has been prepared by the Company and has not been audited by its independent registered public accounting firm; however, they include all adjustments of a normal recurring nature which, in the opinion of management, are necessary for a fair presentation of the condensed consolidated balance sheet, the condensed consolidated statements of operations and comprehensive loss, the condensed consolidated statements of cash flows and the condensed consolidated statements of changes in stockholders’ investment and mezzanine equity. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP in the United States (“U.S.”) have been condensed or omitted from that which would appear in the annual consolidated financial statements. These condensed consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Current Report on Form 8-K for the fiscal year ended March 31, 2020 (the “fiscal year 2020 Financial Statements”) filed with the Securities and Exchange Commission (the “SEC”) on June 6, 2020, referred to hereafter as the “ Financial Statement Form 8-K”. Operating results for the interim period presented are not necessarily indicative of the results that may be expected for the entire fiscal year. Coronavirus Update The outbreak of the disease caused by the novel coronavirus (“COVID-19”) caused a significant decrease in oil and natural gas prices resulting from demand weakness and over supply and also caused significant disruptions and volatility in the global marketplace in the first half of calendar year 2020. These conditions are expected to continue for at least the near future. The depressed oil and natural gas price environment was initially exacerbated by decisions by large oil producing countries that have now been altered, but the resolution has not led to a meaningful increase in oil and gas prices which remain below historic averages. For additional information, see Part II Item 1A “Risk Factors” and the “Recent Developments” section of Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”). Emergence from Voluntary Reorganization under Chapter 11 On May 11, 2019 (the “Petition Date”), Old Bristow and certain of its subsidiaries (collectively the “Debtors”) filed voluntary petitions (the “Chapter 11 Cases”) in the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division (the “Bankruptcy Court”) seeking relief under Chapter 11 of Title 11 of the U.S. Code (the “Bankruptcy Code”). The Debtors’ Chapter 11 Cases were jointly administered under the caption In re: Bristow Group Inc., et al., Main Case No. 19-32713. During the pendency of the Chapter 11 Cases, the Debtors continued to operate their businesses and manage their properties as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. On August 1, 2019, the Debtors filed with the Bankruptcy Court their Joint Chapter 11 Plan of Reorganization and on August 20, 2019, the Debtors filed their Amended Joint Chapter 11 Plan of Reorganization (as further modified on August 22, 2019, the “Amended Plan”) and the related Disclosure Statement (as further modified on August 22, 2019, the “Amended Disclosure Statement”). On October 8, 2019, the Bankruptcy Court entered an order approving the Amended Disclosure Statement and confirming the Amended Plan. The effective date of the Amended Plan (the “Effective Date”) occurred on October 31, 2019 at which point the Debtors emerged from the Chapter 11 Cases. Upon Old Bristow’s emergence from bankruptcy, Old Bristow adopted fresh-start accounting in accordance with provisions of the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) No. 852, “Reorganizations” (“ASC 852”), which resulted in Old Bristow becoming a new entity for financial reporting purposes on the Effective Date. Upon the adoption of fresh-start accounting, the Company’s assets and liabilities were recorded at their fair values as of the fresh-start reporting date, October 31, 2019. As a result of the adoption of fresh-start accounting, Old Bristow’s consolidated financial statements subsequent to October 31, 2019 may not be comparable to the consolidated financial statements prior to October 31, 2019. In this Quarterly Report on Form 10-Q, references to: • “Predecessor” refer to Old Bristow on and prior to October 31, 2019; and • “Successor” refer to the reorganized Old Bristow on and after November 1, 2019 until completion of the Merger and after Completion of the Merger refer to the Combined Company after completion of the Merger. Basis of Consolidation The consolidated financial statements include the accounts of Bristow Group Inc., its wholly and majority-owned subsidiaries and entities that meet the criteria of variable interest entities (“VIEs”) of which the Company is the primary beneficiary. All significant inter-company accounts and transactions are eliminated in consolidation. Business Combinations The Company recognizes and measures, with certain exceptions, the fair value of assets acquired, liabilities assumed, and non-controlling interests when the acquisition constitutes a change in control of the acquired entity. Shares issued in consideration for a business combination, contingent consideration arrangements and pre-acquisition loss and gain contingencies are all measured and recorded at their acquisition-date fair value. Subsequent changes to fair value of contingent consideration arrangements are generally reflected in earnings. The operating results of entities acquired are included in the accompanying consolidated statements of operations from the date of acquisition. For material acquisitions, the Company typically engages independent appraisers to assist with the determination of the fair value of assets acquired, liabilities assumed, noncontrolling interest, if any, and goodwill or gain on bargain purchase, based on recognized business valuation methodologies. If the initial accounting for the business combination has not concluded by the end of the reporting period in which the acquisition occurs, an estimate will be recorded. The Company may record any material adjustments to the initial estimate based on new information obtained that would have existed as of the date of the acquisition within a year of the acquisition date. As noted above, on June 11, 2020, the combination of Old Bristow with Era was successfully completed, in an all-stock transaction with Era having issued shares of combined Company Common Stock to Old Bristow’s stockholders. The transaction was accounted for using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations (“ASC 805”). See Note 2 to the condensed consolidated financial statements for further details on the Merger. Restricted Cash As of June 30, 2020 (Successor), restricted cash consisted of $0.8 million reserved for post-bankruptcy emergence related payments and $2.7 million related to Norwegian payroll withholding taxes. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets that sum to the total of the same such amounts shown in the condensed consolidated statements of cash flows (in thousands). Successor June 30, 2020 March 31, 2020 Reconciliation of cash, cash equivalents and restricted cash as shown in the statements of cash flows: Cash and cash equivalents $ 259,922 $ 196,662 Restricted cash 3,493 2,459 Total cash, cash equivalents and restricted cash $ 263,415 $ 199,121 Current Expected Credit Losses (“CECL”) Customers are primarily international, independent and major integrated exploration, development and production companies, third party helicopter operators and government agencies. The Company designates trade receivables as a single pool of assets based on their short-term nature, similar customer base and risk characteristics. Customers are typically granted credit on a short-term basis, and related credit risks are considered minimal. The Company conducts periodic quantitative and qualitative analysis on historic customer payment trends, customer credit ratings and foreseeable economic conditions. Historically, losses on trade receivables have been immaterial and uncorrelated to each other. Based on these circumstances, the Company decides if additional reserve amounts are needed against the trade receivables asset pool on a case by case basis. Trade receivables are deemed uncollectible and removed from accounts receivable and the allowance for doubtful accounts when collection efforts have been exhausted. As of June 30, 2020 (Successor), the Company did not reserve any additional amounts for CECL. As of June 30 and March 31, 2020 (Successor), the allowance for doubtful accounts for non-affiliates was $0.4 million and $0.4 million , respectively, and primarily related to a customer in the U.S. Gulf of Mexico. There were no allowances for doubtful accounts related to accounts receivable due from affiliates as of June 30 and March 31, 2020 (Successor). Prepaid Expenses and Other Current Assets As of March 31, 2019 (Predecessor), prepaid expenses and other current assets included the short-term portion of contract acquisition and pre-operating costs totaling $9.8 million related to the search and rescue (“SAR”) contracts in the U.K. and two customer contracts in Norway, which were recoverable under the contracts and will be expensed over the terms of the contracts. Old Bristow recorded expenses of $2.4 million for the three months ended June 30, 2019 (Predecessor) related to these contracts. In connection with Old Bristow’s emergence from bankruptcy and the application of ASC 852, the short-term portion of contract acquisition and pre-operating costs was adjusted by $8.8 million to its fair value of zero at the Effective Date. Leases The Company determines if an arrangement is a lease at inception or during modification or renewal of an existing lease. Operating leases are maintained for a number of fixed assets including aircraft, land, hangars, buildings, fuel tanks and tower sites. The right-of-use (“ROU”) assets associated with these leases are reflected under long-term assets; the current portion of the long-term payables are reflected within current liabilities; and the payables on lease agreements due after one year are recorded under long-term liabilities on the Company’s condensed consolidated balance sheets. For those contracts with terms of twelve months or less, the lease expense is recognized on a straight-line basis over the lease term and recorded in operating expenses on the statements of operations. As most of the Company’s leases do not provide an implicit rate, the incremental borrowing rate based on the information available at commencement date is used to determine the present value of future payments. Most of the Company’s lease agreements allow the option of renewal or extension, which are contemplated when determining the lease term. When it is reasonably certain that a lease will be extended, this is incorporated into the calculations. Other Assets Intangible assets with finite useful lives are amortized over their estimated useful lives to their estimated residual values. The residual value of an intangible asset is generally assumed to be zero, with certain limited exceptions. Finite lived intangible assets are reviewed for recoverability when indicators of impairment are present. Indicators of impairment for finite lived intangible assets are the same as those for impairment of long-lived assets. For finite lived intangible assets, an impairment loss is recognized if the carrying amount of the asset exceeds the undiscounted cash flows projected to be generated by the asset. If the finite lived intangible asset is impaired, then the amount of the impairment is calculated as the excess of the asset’s carrying amount over its fair value. After an impairment loss is recognized, the adjusted carrying amount of the intangible asset will be its new accounting basis. After adjusting the carrying amount for impairment loss, the Company’s policy requires the reevaluation of the useful life of that asset. Intangible assets by type were as follows (in thousands, except for years): Successor U.K. SAR customer contract PBH Total Gross Carrying Amount March 31, 2020 $ 55,706 $ 74,321 $ 130,027 Additions (1) — 13,936 $ 13,936 Foreign currency translation (171 ) (169 ) $ (340 ) June 30, 2020 $ 55,535 $ 88,088 $ 143,623 Accumulated Amortization March 31, 2020 $ (3,251 ) $ (15,503 ) $ (18,754 ) Amortization expense (1,880 ) (5,136 ) (7,016 ) June 30, 2020 $ (5,131 ) $ (20,639 ) $ (25,770 ) Weighted average remaining contractual life, in years 6.8 11.9 9.3 _____________ (1) In connection with the Merger, the Company recognized $13.9 million of additional intangible assets related to power-by-the-hour (“PBH”) contracts. The amortization expense for the PBH contracts is recorded as maintenance expense and is included in operating expense on the condensed consolidated financial statements. Future amortization expense of intangible assets for each of the years ending March 31 (Successor) is as follows (in thousands): 2021 $ 20,182 2022 19,446 2023 18,961 2024 17,506 2025 17,381 Thereafter 24,377 Total future amortization $ 117,853 The portion of future amortization expense that will be included in maintenance expense is $14.6 million for the remaining nine months ended March 31, 2021, $12.0 million for fiscal year 2022, $11.5 million for fiscal year 2023, $10.0 million for fiscal year 2024, $9.9 million for fiscal year 2025 and $9.4 million thereafter. Property and Equipment The Company periodically reviews useful lives and residual values for changes in circumstances that indicate a change in estimate may be required. Upon emergence from the Chapter 11 Cases, Old Bristow performed a review of useful lives and residual values. As a result of this review, certain changes were made to the useful lives and residual values of aircraft and related equipment. No material changes were made to non-aircraft property, plant and equipment useful lives and residual values. The previous policy stated that estimated useful lives of aircraft generally range from 5 to 15 years , and the residual value used in calculating depreciation of aircraft generally ranged from 30% to 50% of cost. The revised policy will generally utilize a 30 year useful life from the date of manufacture of an aircraft for used aircraft and the in-service date for new aircraft and a residual value range of 5% to 25% of cost. In certain circumstances, the useful lives of aircraft are limited by a 30,000 flight hour restriction on the airframe of an aircraft imposed by certain aircraft manufacturers. These changes in useful lives reflect the Company’s view of expected operating conditions and the economic environment, which suggest the Company will utilize its aircraft for longer than it has historically. The changes in residual values reflect the change made to useful lives and the current expectations of value to be recovered at the time of eventual disposal, based on historical sales data during the decline in the oil and gas industry. The Company capitalizes betterments and improvements to its aircraft and depreciates such costs over the remaining useful lives of the aircraft. Betterments and improvements increase the life or utility of an aircraft. The Company evaluates its asset groups for impairment whenever facts or circumstances indicate the carrying value of an asset group may not be recoverable. Guarantors of Securities In March 2020, the SEC amended Rule 3-10 and 3-16 of Regulation S-X, CFR 210.1-01 through 210.3-16, regarding financial disclosure requirements for debt securities issued in registered offerings involving subsidiaries of the registrant as either issuers or guarantors. This amended rule narrows the circumstances that require separate financial statements or summarized financial disclosures of issuers and subsidiary guarantors and simplifies the summarized disclosures required in lieu of those statements. Under the new rule, comparative period information is no longer required. As a result of this amended rule, the Company has included narrative disclosures in lieu of separate financial statements. The Company has early adopted this new rule and has elected to provide the simplified disclosure related to its 7.750% Senior Notes due 2022 within the MD&A. Recent Accounting Pronouncements The Company considers the applicability and impact of all accounting standard updates (“ASUs”). ASUs not listed below were assessed and determined to be either not applicable or are expected to have minimal impact on the Company’s consolidated financial position or results of operations. Adopted In June 2016, the FASB issued ASU No. 2016-13, 2019-04, “Measurement of Credit Losses on Financial Instruments” (ASU No. 2016-13), which sets forth the current expected credit loss model, a new forward-looking impairment model for certain financial instruments based on expected losses rather than incurred losses. The ASU is effective for interim and annual periods beginning after December 15, 2019, and early adoption of the standard was permitted. Entities were required to adopt ASU No. 2016-13 using a modified retrospective approach, subject to certain limited exceptions. Upon evaluating the impact of this ASU, the Company concluded that no additional reserves were necessary as historical losses were immaterial, and, based on the qualitative and quantitative analysis performed in accordance with ASC 326 requirements, the Company determined there was no reasonable expectation of credit losses associated with the Company’s trade receivables in the foreseeable future. ASU No. 2016-13 was adopted effective April 1, 2020, and such adoption did not have a material impact on the condensed consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-13, “Fair Value Measurements” (Topic 820) modifying the disclosure requirements on fair value measurements. The amendment modifies, removes, and adds several disclosure requirements on fair value measurements in ASC 820, Fair Value Measurement. The amendment will be effective for the Company in fiscal year 2022, and early adoption is permitted. The Company has not yet adopted this accounting guidance and is currently evaluating the effect this accounting guidance will have on its disclosure requirements. This disclosure requirement was adopted effective April 1, 2020 prospectively, and such adoption did not have a material impact on its condensed consolidated financial statements. In August 2018, the FASB modified ASU No. 2018-14, “Compensation—Retirement Benefits—Defined Benefit Plans” (Subtopic 715-20), for changes to disclosure requirements for employers that sponsor defined benefit pension plans. Certain disclosure requirements were removed and certain disclosure requirements were added. The amendment also clarifies disclosure requirements for projected benefit obligations and accumulated benefit obligations in excess of respective plan assets. The amendment is effective beginning in the Company’s fiscal year 2021 financial statements, and early adoption is permitted. This disclosure requirement was adopted effective April 1, 2020 by removing the weighted-average expected long-term rate of return on assets in this Quarterly Report. Annual disclosure requirements will be reflected in the Annual Report. In August 2018, the FASB issued ASU No. 2018-15, “Intangibles-Goodwill and Other-Internal-Use Software” (Subtopic 350-40), providing guidance that addresses the accounting for implementation costs associated with a hosted service. The guidance provides that implementation costs be evaluated for capitalization using the same criteria as that used for internal-use software development costs, with amortization expense being recorded in the same income statement expense line as the hosted service costs and over the expected term of the hosting arrangement. The amendment is effective beginning in fiscal year 2021 financial statements, and early adoption is permitted. The guidance will be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. This disclosure requirement was adopted effective April 1, 2020 prospectively, and such adoption did not have a material impact on its condensed consolidated financial statements. In October 2018, the FASB amended ASU No. 2018-17, “Targeted Improvements to Related Party Guidance for Variable Interest Entities” (Topic 810), the guidance for determining whether a decision-making fee is a variable interest. The amendments require organizations to consider indirect interests held through related parties under common control on a proportional basis rather than as the equivalent of a direct interest in its entirety (as currently required in generally accepted accounting principles). Therefore, these amendments likely will result in more decision makers not consolidating VIEs. This amendment is effective beginning in the Company’s fiscal year 2021 financial statements, and early adoption is permitted. This disclosure requirement was adopted effective April 1, 2020, and such adoption did not have a material impact on the condensed consolidated financial statements. In March 2020, the FASB issued ASU No. 2020-03, “Codification Improvements to Financial Instruments”, which makes improvements to financial instruments guidance. The standard is effective immediately for certain amendments and for fiscal years beginning after December 15, 2019. This accounting guidance was adopted effective April 1, 2020, and such adoption did not have a material impact on the condensed consolidated financial statements. Not Yet Adopted In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes” (Topic 740), new guidance to simplify the accounting for income taxes, which eliminates certain exceptions for recognizing deferred taxes for investments, performing intraperiod allocation and calculating income taxes in interim periods. This ASU also includes guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group. The standard will be effective for the Company in fiscal year 2022 and early adoption is permitted. The Company is currently assessing the impact of ASU 2019-12 on its consolidated financial statements. In January 2020, the FASB issued ASU No. 2020-01, “Investments-Equity Securities” Topic 321, “Investments-Equity Method and Joint Ventures” Topic 323 and “Derivatives and Hedging” Topic 815 (ASU No. 2020-01) as an update to ASU No. 2016-01 “Financial Instruments-Overall”, further clarifying certain interactions between the guidance to account for certain equity securities under Topic 321, 323 and 815, and improve current GAAP by reducing diversity in practice and increasing comparability of accounting. The standard will be effective for the Company in fiscal year 2022, and early adoption is permitted. The Company has not yet adopted this accounting guidance and is currently evaluating the effect this accounting guidance will have on its financial statements. In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform” (Topic 848). The guidance is intended to provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates. This guidance is effective for the Company in fiscal year 2022. The Company has not yet adopted this accounting guidance and is currently evaluating the effect this accounting guidance will have on its financial statements. |
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS | 3 Months Ended |
Jun. 30, 2020 | |
Business Combinations [Abstract] | |
BUSINESS COMBINATIONS | BUSINESS COMBINATIONS Era Group Inc. On June 11, 2020, the Merger was completed. In the Merger, Old Bristow merged with and into Merger Sub, a subsidiary of Era, with Old Bristow remaining as the surviving company and as a subsidiary of Era, the ultimate parent of the Combined Company. Era is one of the largest helicopter operators in the world and the longest serving helicopter transport operator in the U.S., primarily servicing offshore oil and gas production platforms, drilling rigs and other installations. The transaction was structured as an all-stock, reverse-triangular merger, whereby Era issued shares of common stock (“Combined Company Common Stock”) to Old Bristow stockholders, allowing it to qualify as a tax free reorganization for U.S. federal income tax purposes. Following the Merger, Era changed its name to Bristow Group Inc. and its common stock continued to trade on the NYSE under the new ticker symbol VTOL. While Era was the legal acquirer in the Merger, Old Bristow was determined to be the accounting acquirer, based upon the terms of the Merger and other considerations including that: (i) immediately following completion of the Merger, Old Bristow stockholders owned approximately 77% of the outstanding shares of Combined Company Common Stock and pre-Merger holders of Era common stock (“Era Common Stockholders”) owned approximately 23% of the outstanding shares of Combined Company Common Stock and (ii) the board of directors of the Company consists of eight directors, including six Old Bristow designees. The Merger was accounted for under the acquisition method of accounting under ASC 805, Business Combinations. Consistent with the guidelines of ASC 805, if the initial accounting for the business combination has not concluded by the end of the reporting period in which the acquisition occurs, an estimate may be recorded. The Company may record any material adjustments to the initial amounts recorded based on new information obtained that would have existed as of the date of the acquisition within a year of the acquisition date. The Company is continuing to analyze and assess relevant information in the following areas to determine the fair value of assets acquired and liabilities assumed as of the Merger date: certain legal and contingency-related matters and aircraft and related contract assets. Due to the recent timing and complexity of the Merger, these amounts are provisional and subject to change as our fair value assessments are finalized. The final fair value determination could result in material adjustments to the values presented in the preliminary purchase price allocation table below. The Company will reflect any such adjustments in subsequent filings in accordance with this accounting standard. The acquisition date fair value of the consideration transferred consisted of the following (in thousands): Fair value of Combined Company Common Stock issued (1) $ 106,440 Fair value of stock awards (2) 1,900 Total consideration transferred $ 108,340 ___________________ (1) Represents the fair value of Combined Company Common Stock retained by Era Common Stockholders. based on the closing market price of Era shares on June 11, 2020, the acquisition date. (2) Represents the fair value of restricted share awards of Combined Company Common Stock held by Era employees that were accelerated upon consummation of the Merger. The following table summarizes the fair values of assets acquired and liabilities assumed as of the date of acquisition, June 11, 2020 (in thousands): Assets acquired: Cash and cash equivalents $ 120,236 Accounts receivable from non-affiliates 35,079 Prepaid expenses and other current assets 17,598 Inventories 8,826 Property and equipment 214,303 Right-of-use assets 8,395 Other assets 14,305 Total assets acquired $ 418,742 Liabilities assumed: Accounts payable $ 9,686 Accrued wages, benefits and related taxes 8,319 Income taxes payable 1,791 Deferred revenue 236 Accrued interest 5,459 Current portion of operating lease liabilities 1,711 Other accrued liabilities 12,943 Short-term borrowings and current maturities of long-term debt 17,485 Long-term debt, less current maturities 136,704 Other liabilities and deferred credits 1,404 Deferred taxes 32,407 Long-term operating lease liabilities 6,845 Total liabilities and redeemable noncontrolling interest assumed $ 234,990 Net assets acquired $ 183,752 The Merger resulted in a gain on bargain purchase due to the estimated fair value of the identifiable net assets acquired exceeding the purchase consideration transferred by $75.4 million and is shown as a gain on bargain purchase on the condensed consolidated statements of operations . The bargain purchase was a result of a combination of factors including depressed oil and gas prices and market volatility linked to the COVID-19 pandemic between the initial announcement and consummation of the Merger. Specifically, the Era share price declined from $8.59 to $5.16 between the last trading day prior the Merger announcement and the date the Merger closed. The aggregate Merger consideration was based on an exchange ratio that was fixed and did not fluctuate in the event that the value of Old Bristow’s common stock increases or Era’s common stock decreases, between the date of the Merger agreement and consummation of the Merger. The amounts of revenue and earnings of Era included in the Company’s condensed consolidated statement of operations from the acquisition date of June 11, 2020 to June 30, 2020 (Successor) are as follows (in thousands): Total revenues $ 8,861 Net loss $ (4,304 ) The following unaudited supplemental pro forma combined financial information presents the Company’s results of operations for the three months ended June 30, 2020 , as though the Merger had occurred on November 1, 2019, the effective date of Old Bristow’s emergence from the Chapter 11 Cases. The unaudited pro forma financial information is as follows (in thousands) (1) : Successor Three Months Ended June 30, 2020 Total revenues $ 305,390 Net income $ 18,547 Net income attributable to Bristow Group Inc. $ 18,642 _____________________ (1) The Company did not have any material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and net income. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended |
Jun. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT Property and Equipment Acquisitions The Company made capital expenditures as follows (in thousands): Successor Predecessor Three Months Ended June 30, 2020 Three Months Ended June 30, 2019 Capital expenditures: Aircraft and equipment $ 2,757 $ 6,688 Land and buildings 92 751 Total capital expenditures $ 2,849 $ 7,439 Property and Equipment Dispositions The following table presents details on the aircraft sold or disposed of and impairments on assets held for sale (in thousands, except for number of aircraft): Successor Predecessor Three Months Ended June 30, 2020 Three Months Ended June 30, 2019 Number of aircraft sold or disposed of 1 2 Deposits on assets held for sale $ 20,000 $ — Proceeds from sale or disposal of assets (1) $ 11,665 $ 3,204 Gain (loss) from sale or disposal of assets (2) $ 5,522 $ (3,787 ) _________________ (1) Includes proceeds received for sale of property and equipment (including aircraft) during each period. (2) Included in gain (loss) on disposal of assets on the condensed consolidated statements of operations. Includes gain (loss), net of sale or disposal of property and equipment (including aircraft) during each period. During the three months ended June 30, 2020 (Successor), one aircraft was sold that was not in assets held for sale resulting in the gain of $5.5 million . As of December 31, 2018 (Predecessor), Old Bristow revised the salvage values of certain aircraft to reflect its expectation of future sales values given the disposal plans for those aircraft. Old Bristow recorded an additional depreciation expense of $1.4 million during the three months ended June 30, 2019 (Predecessor). No additional depreciation was recorded for the three months ended June 30, 2020 (Successor) due to fresh-start accounting. |
REVENUE RECOGNITION
REVENUE RECOGNITION | 3 Months Ended |
Jun. 30, 2020 | |
Revenue Recognition [Abstract] | |
REVENUE RECOGNITION | REVENUE RECOGNTION Revenue Recognition The Company derives its revenues primarily from oil and gas flight services and search and rescue services. A majority of the Company’s revenue is generated through two types of contracts: helicopter services and fixed wing services. Revenue is recognized when control of the identified distinct goods or services has been transferred to the customer, the transaction price is determined and allocated to the satisfied performance obligations and the Company has determined that collection has occurred or is probable of occurring. Each contract type has a single distinct performance obligation described further below. The Company determines revenue recognition by applying the following steps: 1. Identify the contract with a customer; 2. Identify the performance obligations in the contract; 3. Determine the transaction price; 4. Allocate the transaction price to the performance obligations; and 5. Recognize revenue as the performance obligations are satisfied. Helicopter services — The Company’s customers, which include major integrated, national and independent offshore energy companies, charter its helicopters primarily to transport personnel between onshore bases and offshore production platforms, drilling rigs and other installations. To a lesser extent, the Company’s customers also charter their helicopters to transport time-sensitive equipment to these offshore locations. The customers for SAR services include both the oil and gas industry and governmental agencies. Revenue from helicopter services is recognized when the performance obligation is satisfied over time based on contractual rates as the related services are performed. Each contract has a single distinct performance obligation for helicopter services. Operating revenue from the Company’s oil and gas line of service is derived mainly from fixed-term contracts with its customers, a substantial portion of which is competitively bid. A small portion of oil and gas customer revenue is derived from providing services on an “ad-hoc” basis. Fixed-term contracts typically have original terms of one to five years (subject to provisions permitting early termination by its customers). Customers are typically invoiced on a monthly basis with payment terms of 30 - 60 days . Cost reimbursements from customers are recorded as reimbursable revenue with the related reimbursed costs recorded as reimbursable expense on the condensed consolidated statements of operations. Fixed wing services — Airnorth provides fixed wing transportation services through regular passenger transport (scheduled airline service with individual ticket sales) and charter services. A performance obligation arises under contracts with customers to render services and is the unit of account under the new accounting guidance for revenue. Within fixed wing services, the Company determined that each contract has a single distinct performance obligation. Revenue is recognized over time at the earlier of the period in which the service is provided or the period in which the right to travel expires, which is determined by the terms and conditions of the ticket. Ticket sales are recorded within deferred revenue in accordance with the above policy. Both chartered and scheduled airline service revenue is recognized net of passenger taxes and discounts. Taxes collected from customers and remitted to governmental authorities are reported on a net basis in the Company’s condensed consolidated financial statements. Thus, the Company excludes taxes imposed on the customer and collected on behalf of governmental agencies to be remitted to these agencies from the transaction price in determining the revenue related to contracts with a customer. Contract Assets, Liabilities and Receivables The Company generally satisfies performance of contract obligations by providing helicopter and fixed wing services to its customers in exchange for consideration. The timing of performance may differ from the timing of the customer’s payment, which results in the recognition of a contract asset or a contract liability. A contract asset exists when the Company has a contract with a customer for which revenue has been recognized (i.e., services have been performed), but customer payment is contingent on a future event (i.e., satisfaction of additional performance obligations). These contract assets are transferred to receivables when the right to consideration becomes unconditional. Contract liabilities relate to deferred revenue in which advance consideration is received from customers for contracts where revenue is recognized on future performance of services. As of June 30 and March 31, 2020 (Successor), receivables related to services performed under contracts with customers were $150.9 million and $148.3 million , respectively. All receivables from non-affiliates and affiliates are broken out further in the condensed consolidated balance sheets. During the three months ended June 30 , 2020 (Successor), the Company recognized $2.5 million of revenue from outstanding contract liabilities. Contract liabilities related to services performed under contracts with customers were $7.3 million and $4.9 million as of June 30, 2020 (Successor) and March 31, 2020 (Predecessor), respectively. Contract liabilities are primarily generated by fixed wing services where customers pay for tickets in advance of receiving the Company’s services and advanced payments from helicopter services customers. There were no contract assets as of June 30 and March 31, 2020 (Successor). There was $0.8 million in revenues recognized from satisfied performance obligations related to prior periods (for example, due to changes in transaction price) for the three months ended June 30, 2020 (Successor). Revenue from third party customers Total revenue related to third party customers is as follows (in thousands): Successor Predecessor Three Months Ended June 30, 2020 Three Months Ended June 30, 2019 Revenue: Operating revenue from non-affiliates $ 246,126 $ 303,733 Operating revenue from affiliates 4,594 4,475 Reimbursable revenue from non-affiliates 8,685 16,600 Revenue from Contracts with Customers 259,405 324,808 Other revenue from non-affiliates 423 397 Other revenue from affiliates 10,365 7,971 Total Revenue $ 270,193 $ 333,176 Remaining Performance Obligations Remaining performance obligations represent firm contracts for which work has not been performed and future revenue recognition is expected. The table below discloses (1) the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied (or partially unsatisfied) as of the end of the reporting period and (2) the expected timing to recognize this revenue (in thousands): Remaining Performance Obligations (Successor) Nine Months Ending March 31, 2021 Fiscal Year Ending March 31, Total 2022 2023 2024 2025 and thereafter Outstanding Service Revenue: Helicopter contracts $ 295,698 $ 215,506 $ 184,646 $ 133,505 136,797 $ 966,152 Fixed-wing contracts 978 — — — — 978 Total remaining performance obligation revenue $ 296,676 $ 215,506 $ 184,646 $ 133,505 136,797 $ 967,130 Although substantially all of the Company’s revenue is under contract, due to the nature of the business, the Company does not have significant remaining performance obligations as its contracts typically include unilateral termination clauses that allow its customers to terminate existing contracts with a notice period of 30 to 365 days. The table above includes performance obligations up to the point where the parties can cancel existing contracts. Any applicable cancellation penalties have been excluded. As such, the Company’s actual remaining performance obligation revenue is expected to be greater than what is reflected above. In addition, the remaining performance obligation disclosure does not include expected consideration related to performance obligations of a variable nature (i.e., flight services) as they cannot be reasonably and reliably estimated. Other Considerations and Practical Expedients The Company was awarded a government contract to provide SAR services for all of the U.K., which commenced in April 2015. The Company previously incurred costs related to this contract that generate or enhance the resources used to fulfill the performance obligation within the contract and the costs are expected to be recoverable. These contract acquisition and pre-operating costs qualified for capitalization. The capitalized contract acquisition and pre-operating costs related to the U.K. SAR contract and two customer contracts in Norway were capitalized and amortized by the Predecessor Company prior to implementation of fresh-start accounting. See Notes 1 and 3 of the condensed consolidated financial statements for further details. The Company incurs incremental direct costs for obtaining contracts through sales commissions paid to ticket agents to sell seats on regular public transportation flights for its fixed-wing services only. The Company will utilize the practical expedient allowed by the FASB that permits expensing the incremental costs of obtaining a contract when incurred, if the amortization period of the contract asset that would otherwise have been recognized is one year or less. In addition, the Company applied the invoice practical expedient that allows the recognition of revenue in the amount to which the Company has the right to invoice the customer and corresponds directly with the value to the customer of the Company’s performance completed to date. |
VARIABLE INTEREST ENTITIES AND
VARIABLE INTEREST ENTITIES AND OTHER INVESTMENTS IN SIGNIFICANT AFFILIATES | 3 Months Ended |
Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
VARIABLE INTEREST ENTITIES AND OTHER INVESTMENTS IN SIGNIFICANT AFFILIATES | VARIABLE INTEREST ENTITIES AND OTHER INVESTMENTS IN SIGNIFICANT AFFILIATES A VIE is an entity that either (i) has insufficient equity to permit the entity to finance its activities without additional subordinated financial support or (ii) has equity investors who lack the characteristics of a controlling financial interest. A VIE is consolidated by its primary beneficiary. The primary beneficiary has both the power to direct the activities that most significantly impact the entity’s economic performance and the obligation to absorb losses or the right to receive benefits from the entity that could potentially be significant to the VIE. If the Company determines that it has operating power and the obligation to absorb losses or receive benefits, it will consolidate the VIE as the primary beneficiary, and if not, the Company does not consolidate. As of June 30, 2020 (Successor), the Company had interests in five VIEs of which the Company was the primary beneficiary, which are described below, and had no interests in VIEs of which the Company was not the primary beneficiary. See Note 3 to the fiscal year 2020 condensed consolidated financial statements for a description of other investments in significant affiliates. Bristow Aviation Holdings Limited (“Bristow Aviation”) — The Company owns 49% of Bristow Aviation’s common stock and a significant amount of its subordinated debt. Bristow Aviation is incorporated in England and, through its subsidiaries, holds all the outstanding shares in Bristow Helicopters Limited (“Bristow Helicopters”). Bristow Aviation’s subsidiaries provide aviation services to customers primarily in the U.K., Norway, Australia, Nigeria and Trinidad and fixed wing services primarily in Australia. Bristow Aviation is organized with three different classes of ordinary shares having disproportionate voting rights. The Company, and a European Union investor, Impigra Aviation Holdings Limited (“Impigra”), owned 49% and 51% , respectively, of Bristow Aviation’s total outstanding ordinary shares (the “Bristow Aviation shares”). Impigra purchased its 51% of Bristow Aviation shares in fiscal year 2020 with proceeds from two loans received from Bristow Holdings Company Ltd. III (“BHC III”), an Old Bristow subsidiary. Impigra, a British company owned 100% by U.K. Bristow employees however is considered a VIE that the Company consolidates as the primary beneficiary and eliminates the loans described below in consolidation. Brexit is anticipated to require that the majority owner of the Bristow Aviation shares be a qualified U.K. investor rather than a qualified E.U. investor. Impigra is expected to meet the requirements to satisfy a qualified U.K. investor requirement. In addition to the ownership of 49% of Bristow Aviation shares, in May 2004, Old Bristow acquired eight million shares of deferred stock, essentially a subordinated class of stock with no voting rights, from Bristow Aviation for £1 per share ( $14.4 million in total). The Company also holds a £91.0 million ( $112.4 million ) principal amount of subordinated unsecured loan stock (debt) of Bristow Aviation bearing interest at an annual rate of 13.5% and payable semi-annually. Payment of interest on such debt has been deferred since its incurrence in 1996. Deferred interest accrues at an annual rate of 13.5% and aggregated $2.8 billion as of June 30, 2020 (Successor). The Company’s operations in the U.K. are subject to the Civil Aviation Act 1982 and other similar English and E.U. statutes and regulations. The Company carries persons and property in its aircraft pursuant to an operating license issued by the Civil Aviation Authority (the “CAA”). The holder of an operating license must meet the ownership and control requirements of Council Regulation 2407/92. To operate under this license, the company through which the Company conducts operations in the U.K., Bristow Helicopters, must be owned directly or through majority ownership by E.U. nationals, and must at all times be effectively controlled by them. The Company’s ownership of 49% of the ordinary shares of Bristow Aviation, the entity that owns Bristow Helicopters, is to comply with these restrictions. The Company and Impigra also entered into a put/call agreement under which, upon giving specified prior notice, the Company has the right to buy all the Bristow Aviation shares held by Impigra, who, in turn, has the right to require the Company to purchase such shares. As discussed above, under current English law, the Company would be required, in order for Bristow Aviation to retain its operating license, to find a qualified E.U. investor to own any Bristow Aviation shares the Company has the right to acquire under the put/call agreement. In addition, the put/call agreement limits the Company’s ability to exercise the put/call option through a requirement to consult with the CAA in the U.K. regarding the suitability of the new holder of the Bristow Aviation shares. The put/call agreement does not contain any provisions should the CAA not approve the new E.U. investor. However, the Company would work diligently to find an E.U. investor suitable to the CAA. The amount by which the Company could purchase the shares of the other investors holding 51% of the equity of Bristow Aviation is fixed under the terms of the call option. Furthermore, the call option provides a mechanism whereby the economic risk for the other investor is limited should the financial condition of Bristow Aviation deteriorate. The call option price is the nominal value of the Bristow Aviation shares held by the noncontrolling shareholder ( £1.0 million as of June 30, 2020 (Successor)) plus an annual guaranteed rate of return less any prepayments of such call option price and any dividends paid on the shares concerned. The Company can elect to pre-pay the guaranteed return element of the call option price wholly or in part without exercising the call option. No dividends have been paid by Bristow Aviation. The Company has accrued the annual return due to the other shareholder at a rate of sterling LIBOR plus 3% by recognizing noncontrolling interest expense on its condensed consolidated statements of operations, with a corresponding increase in noncontrolling interest on its condensed consolidated balance sheets however these amounts are eliminated in consolidation due to the consolidation of Impigra. Prepayments of the guaranteed return element of the call option are reflected as a reduction in noncontrolling interest on its condensed consolidated balance sheets which is also eliminated in consolidation of Impigra. Impigra has an option to put its shares in Bristow Aviation to the Company. The put option price is calculated in the same way as the call option price. If the put option is exercised, any pre-payments of the call option price are set off against the put option price. Bristow Aviation and its subsidiaries are exposed to similar operational risks as the Company and are therefore monitored and evaluated on a similar basis by management. Accordingly, the financial information reflected on the Company’s condensed consolidated balance sheets and statements of operations for Bristow Aviation and its subsidiaries is presented in the aggregate, including intercompany amounts with other consolidated entities, as follows (in thousands): Successor June 30, 2020 March 31, Assets Cash and cash equivalents $ 107,640 $ 110,385 Restricted cash 2,720 1,686 Accounts receivable 557,828 297,962 Inventories 58,602 55,166 Prepaid expenses and other current assets 23,979 27,851 Total current assets 750,769 493,050 Investment in unconsolidated affiliates 597 575 Property and equipment, net 280,395 285,142 Right-of-use assets 167,920 54,333 Other assets 212,704 196,996 Total assets $ 1,412,385 $ 1,030,096 Liabilities Accounts payable $ 510,521 $ 497,867 Accrued liabilities 91,102 91,220 Accrued interest 2,775,938 2,697,878 Current maturities of long-term debt 7,904 7,904 Total current liabilities 3,385,465 3,294,869 Long-term debt, less current maturities 442,544 441,665 Accrued pension liabilities 13,145 17,855 Other liabilities and deferred credits 11 — Long-term operating lease liabilities 35,414 38,228 Total liabilities $ 3,876,579 $ 3,792,617 Successor Predecessor Three Months Ended June 30, 2020 Three Months Ended June 30, 2019 Revenue 225,619 $ 295,155 Operating income 17,291 11,280 Net loss (61,335 ) (362,848 ) Bristow Helicopters (Nigeria) Limited — Bristow Helicopters (Nigeria) Limited (“BHNL”) is a joint venture in Nigeria in which Bristow Helicopters owns a 48% interest, a Nigerian company owned 100% by Nigerian employees owns a 50% interest and an employee trust fund owns the remaining 2% interest as of June 30, 2020 (Successor). BHNL provides aviation services to customers in Nigeria. In order to be able to bid competitively for services in the Nigerian market, the Company was required to identify local citizens to participate in the ownership of entities domiciled in the region. However, these owners do not have extensive knowledge of the aviation industry and have historically deferred to the Company’s expertise in the overall management and day-to-day operation of BHNL (including the establishment of operating and capital budgets and strategic decisions regarding the potential expansion of BHNL’s operations). The Company has also historically provided subordinated financial support to BHNL and will need to continue to do so unless and until BHNL acquires sufficient equity to permit itself to finance its activities without that additional support from the Company. As the Company has the power to direct the most significant activities affecting the economic performance and ongoing success of BHNL and holds a variable interest in the entity in the form of the Company’s equity investment and working capital infusions, the Company consolidates BHNL as the primary beneficiary. The employee-owned Nigerian entity referenced above purchased a 19% interest in BHNL in December 2013 with proceeds from a loan received from BGI Aviation Technical Services Nigeria Limited (“BATS”). In July 2014, the employee-owned Nigerian entity purchased an additional 29% interest with proceeds from a loan received from Bristow Helicopters (International) Limited (“BHIL”). In April 2015, Bristow Helicopters purchased an additional 8% interest in BHNL, and the employee-owned Nigerian entity purchased an additional 2% interest with proceeds from a loan received from BHIL. Both BATS and BHIL are wholly-owned subsidiaries of Bristow Aviation. The employee-owned Nigerian entity is also a VIE that the Company consolidates as the primary beneficiary, and the Company eliminates the loans discussed above in consolidation. BHNL is an indirect subsidiary of Bristow Aviation; therefore, financial information for this entity is included within the amounts for Bristow Aviation and its subsidiaries presented above. Pan African Airlines (Nigeria) Limited — Pan African Airlines (Nigeria) Limited (“PAAN”) is a joint venture in Nigeria with local partners in which the Company owns a 50.17% interest. The activities that most significantly impact PAAN’s economic performance relate to the day-to-day operation of PAAN, setting the operating and capital budgets and strategic decisions regarding the potential expansion of PAAN’s operations. Throughout the history of PAAN, the Company’s representation on the board and secondment to PAAN of its managing director has enabled the Company to direct the key operational decisions of PAAN (without objection from the other board members). The Company has also historically provided subordinated financial support to PAAN. As the Company has the power to direct the most significant activities affecting the economic performance and ongoing success of PAAN and hold a variable interest in the form of the Company’s equity investment and working capital infusions, the Company consolidates PAAN as the primary beneficiary. However, as long as the Company owns a majority interest in PAAN, the separate presentation of financial information in a tabular format for PAAN is not required. Other Significant Affiliates — Unconsolidated PAS — The Company has a 25% interest in Petroleum Air Services (“PAS”), an Egyptian corporation that provides helicopter and fixed wing transportation to the offshore energy industry in Egypt. Additionally, spare fixed wing capacity is chartered to tourism operators. PAS is accounted for under the cost method as the Company is unable to exert significant influence over its operations. As of June 30 and March 31, 2020 (Successor), the investment in PAS was $33.0 million and is included on the consolidated balance sheets in investment in unconsolidated affiliates. Líder — During the three months ended June 30, 2020 (Successor), the Company recorded an $18.7 million non-cash impairment charge to its investment in Líder Táxi Aéreo S.A. (“Líder”), an unconsolidated affiliate in Brazil, upon evaluating its equity investment in the company. Loss on Sale of Subsidiaries Loss on sale of subsidiaries includes the following (in thousands): Predecessor Three Months Ended June 30, 2019 Sale of Eastern Airways $ (46,852 ) Sale of Aviashelf and Bristow Helicopters Leasing Limited (9,451 ) $ (56,303 ) Eastern Airways Bristow Helicopters Limited, a subsidiary of Old Bristow, together with its legal and financial advisors, pursued various transactions to exit the Eastern Airways business, which made negative contributions to Old Bristow’s operating income in each of the last three fiscal years, including pursuing a sales process with several third parties over an extended period. On May 10, 2019 (Predecessor), Bristow Helicopters completed the sale of all of the shares of Eastern Airways to Orient Industrial Holdings Limited (“OIHL”), an entity affiliated with Mr. Richard Lake, who at such time was a director of Bristow Helicopter Group Limited, which indirectly wholly owns Bristow Helicopters, pursuant to a Sale and Purchase Agreement (the “EAIL Purchase Agreement”). Pursuant to the EAIL Purchase Agreement and related agreements, Bristow Helicopters contributed approximately £17.1 million to Eastern Airways as working capital and OIHL acquired Eastern Airways. Bristow Helicopters retained its controlling ownership of the shares in Humberside International Airport Limited that it previously held through Eastern Airways. Certain intercompany balances between Bristow Helicopters and Eastern Airways were also written off. As a result of the transaction, OIHL now owns and operates Eastern Airways, which had previously operated as a separate unit within Old Bristow, and Bristow Helicopters maintains its controlling interest in Humberside Airport, from which Bristow Helicopters provides U.K. SAR services. The EAIL Purchase Agreement contained customary representations and warranties. OIHL agreed to certain covenants with respect to non-solicitation of directors, officers or employees of Bristow Helicopters for a period of 12 months . Pursuant to the terms of the EAIL Purchase Agreement, Bristow Helicopters has the right to appoint an observer to the board of directors of Eastern Airways for an initial period of 12 months following the sale. Eastern Airways also agreed to provide certain transition services for a minimum of 12 months from the date of the completion of the transaction. The loss on the sale of Eastern Airways for the three months ended June 30, 2019 (Predecessor) of $46.9 million includes the write-off of net assets of $35.0 million and write-off of cumulative translation adjustment of $11.9 million . Aviashelf and Bristow Helicopters Leasing Limited As of March 31, 2019 (Predecessor), Bristow Aviation had an indirect 48.5% interest in Aviashelf Aviation Co. (“Aviashelf”), a Russian helicopter company. Additionally, Old Bristow owned 60% of two U.K. joint venture companies, Bristow Helicopters Leasing Limited (“BHLL”) and Sakhalin Bristow Air Services Ltd. These two U.K. companies leased aircraft to Aviashelf which held the client contracts for Old Bristow’s Russian operations. Aviashelf was consolidated based on the ability of certain consolidated subsidiaries of Bristow Aviation to control the vote on a majority of the shares of Aviashelf, rights to manage the day-to-day operations of the company which were granted under a shareholders’ agreement, and the Company’s ability to acquire an additional 8.5% interest in Aviashelf under a put/call option agreement. In April 2019 (Predecessor), Old Bristow sold its 60% ownership interest in BHLL for $1.4 million . In June 2019 (Predecessor), Old Bristow sold its 48.5% ownership interest in Aviashelf for $2.6 million . The loss on the sale of Aviashelf and BHLL for the three months ended June 30, 2019 (Predecessor) of $9.5 million includes the loss on sale of net assets of $2.3 million and write-off of cumulative translation adjustment of $7.2 million . |
DEBT
DEBT | 3 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT Debt as of June 30 and March 31, 2020 (Successor) consisted of the following (in thousands): June 30, 2020 March 31, 2020 PK Air Debt $ 202,811 $ 207,326 Macquarie Debt 146,695 148,165 7.750% Senior Notes (1) 136,840 — Lombard Debt 134,468 136,180 Promissory notes (2) 17,485 — Airnorth Debt 7,172 7,618 Humberside Debt 334 335 Term Loan — 61,500 Total debt 645,805 561,124 Less short-term borrowings and current maturities of long-term debt (63,541 ) (45,739 ) Total long-term debt $ 582,264 $ 515,385 _________________ (1) The outstanding principal amount of the 7.750% senior unsecured notes as of March 31, 2020 was $142.0 million , net of unamortized discounts and debt issuance costs. (2) The outstanding principal amount of the promissory notes as of March 31, 2020 was $17.9 million . PK Air Debt — During the three months ended June 30, 2020 (Successor), the Company made $5.3 million in principal payment on the PK Air debt. Macquarie Debt — During the three months ended June 30, 2020 (Successor), the Company made $2.4 million in principal payment on the Macquarie debt. 7.750% Senior Notes — On December 7, 2012, Era Group issued $200.0 million aggregate principal amount of its 7.750% senior unsecured notes due December 15, 2022 (the “ 7.750% Senior Notes”) and received net proceeds of $191.9 million . Interest on the 7.750% Senior Notes is payable semi-annually in arrears on June 15 th and December 15 th of each year. The 7.750% Senior Notes may be redeemed at any time and from time to time at the applicable redemption prices set forth in the indenture governing the 7.750% Senior Notes, plus accrued and unpaid interest, if any, to the redemption date. The indenture governing the 7.750% Senior Notes contains covenants that restrict the Company’s ability to, among other things, incur additional indebtedness, pay dividends or make other distributions or repurchase or redeem the Company’s capital stock, prepay, redeem or repurchase certain debt, make loans and investments, sell assets, incur liens, enter into transactions with affiliates, enter into agreements restricting its subsidiaries’ ability to pay dividends, and consolidate, merge or sell all or substantially all of our assets. In addition, upon a specified change of control trigger event or specified asset sale, we may be required to repurchase the 7.750% Senior Notes. The payment obligations under the 7.750% Senior Notes are fully and unconditionally guaranteed by certain of our subsidiaries. As of June 30, 2020 (Successor), these notes had a carrying value of $144.1 million on the condensed consolidated balance sheets. In June 2020, in connection with and upon completion of the Merger, Era’s long-term debt less its current maturities were fair valued and a new value of $136.8 million was assigned to the 7.750% Senior Notes. Additionally, previously incurred, unamortized debt issuance costs of $1.1 million and unamortized debt discounts of $0.8 million related to the 7.750% Senior Notes were written off. Lombard Debt — During the three months ended June 30, 2020 (Successor), the Company made $3.0 million in principal payment on the Lombard debt. Promissory Notes — In 2010, Era entered into two promissory notes for $27.0 million and $11.7 million to purchase a heavy and medium helicopter, respectively. In December 2015, upon maturity of the notes, the then outstanding balances of $19.0 million and $5.9 million were refinanced. The notes require monthly principal payments of $0.1 million and less than $0.1 million with final payments of $12.8 million and $4.0 million , respectively. Both promissory notes are due in December 2020. Term Loan Agreement — In connection with the closing of the Merger on June 11, 2020, the Company fully repaid the Term Loan by making $61.5 million in principal payments and $0.6 million in prepayment premiums. 4½% Convertible Senior Notes due 2023 — Prior to May 11, 2019, the remaining debt discount was being amortized to interest expense over the term of the 4½% Convertible Senior Notes using the effective interest rate. The effective interest rate for April 1, 2019 to May 11, 2019 (Predecessor) was 11.0% . Interest expense related to the 4½% Convertible Senior Notes was as follows (in thousands): Predecessor Three Months Ended June 30, 2019 Contractual coupon interest $ 715 Amortization of debt discount 648 Total interest expense $ 1,363 As of May 11, 2019, Old Bristow determined that the 4½% Convertible Senior Notes were an allowed claim and therefore reclassified the balance to liabilities subject to compromise and discontinued accruing interest on these obligations. Contractual interest on the 4½% Convertible Senior Notes for the three months ended June 30, 2019 (Predecessor) was $1.6 million , which is $0.9 million in excess of reported interest expense for the three months ended June 30, 2019 (Predecessor). ABL Facility — On April 17, 2018, two of Old Bristow’s subsidiaries entered into an asset-backed revolving credit facility (the “ABL Facility”), which provides for commitments (“Prior Commitment Letter”) in an aggregate amount of $75 million , with a portion allocated to each borrower subsidiary, subject to an availability block of $15 million and a borrowing base calculated by reference to eligible accounts receivable. The maximum amount available to be borrowed under the ABL Facility could be increased from time to time to a total of as much as $100 million , subject to the satisfaction of certain conditions, and any such increase would be allocated among the borrower subsidiaries. The ABL Facility matures in April 2023 , subject to certain early maturity triggers related to maturity of other material debt or a change of control of the Company. Amounts borrowed under the ABL Facility are secured by certain accounts receivable owing to the borrower subsidiaries and the deposit accounts into which payments on such accounts receivable are deposited. On the Effective Date, Old Bristow entered into an Amendment and Restatement, Confirmation and Waiver Agreement (the “ABL Amendment”) to the ABL Facility (together with the ABL Amendment, the “Amended ABL”), by and among Old Bristow, as parent, Bristow Norway AS and Bristow Helicopters, as borrowers and guarantors, the financial institutions from time to time party thereto as lenders and Barclays Bank PLC, in its capacity as agent and security trustee. The ABL Amendment amended the ABL Facility in order to, among other things, (i) make permanent certain waivers of defaults or events of default that were previously provided during the pendency of the Chapter 11 Cases, (ii) confirm the existing maturity date of April 17, 2023, (iii) provide that the maximum amount of the Amended ABL may be increased, subject to satisfaction of certain conditions, from time to time to a total of as much as $115 million from its current aggregate of $100 million , and (iv) provide for the accession at a later date of Bristow U.S. LLC as a co-borrower under the Amended ABL and the addition of certain of its receivables to the borrowing base and the collateral for the Amended ABL. Upon the closing of the Merger, Era’s pre-Merger revolving credit facility was terminated. On June 4, 2020, in connection with the Merger, Old Bristow and Barclays Bank PLC executed a commitment letter (the “ABL Commitment Letter”) to amend or replace the Amended ABL in order to, among other things, increase the maximum amount of commitments thereunder to $80 million or $85 million , as the case may be based on the terms and conditions set forth in the ABL Commitment Letter, replace Old Bristow with the parent of the Combined Company as the parent guarantor under the ABL Facility, provide for the accession as a borrower under the ABL Facility of one or more of Era's subsidiaries incorporated in the United States and terminate the Prior Commitment Letter. No assurance can be provided that commitments will be increased. The ABL Commitment Letter terminates on August 18, 2020, at which time an extension would be required. As of June 30, 2020 (Successor), there were no outstanding borrowings under the ABL Facility nor had the Company made any draws during the three months ended June 30, 2020 (Successor). Letters of credit issued under the ABL Facility in the aggregate face amount of $10.0 million were outstanding on June 30, 2020 (Successor). LIBOR Transition |
FAIR VALUE DISCLOSURES
FAIR VALUE DISCLOSURES | 3 Months Ended |
Jun. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE DISCLOSURES | FAIR VALUE DISCLOSURES The fair value of an asset or liability is the price that would be received to sell an asset or transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company utilizes a fair value hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value and defines three levels of inputs that may be used to measure fair value. 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. Recurring Fair Value Measurements The following table summarizes the financial instruments the Company had as of June 30, 2020 (Successor), valued at fair value on a recurring basis (in thousands): Quoted Prices Significant Significant Balance as of June 30, 2020 Balance Sheet Derivative financial instruments $ — $ 2,445 $ — $ 2,445 Prepaid expenses and other current assets Rabbi Trust investments 2,721 — — 2,721 Other assets Total assets $ 2,721 $ 2,445 $ — $ 5,166 The following table summarizes the financial instruments Old Bristow had as of March 31, 2020 (Successor), valued at fair value on a recurring basis (in thousands): Quoted Prices Significant Significant Balance as of March 31, Balance Sheet Derivative financial instruments $ — $ 2,747 $ — $ 2,747 Prepaid expenses and other current assets Rabbi Trust investments 2,327 — — 2,327 Other assets Total assets $ 2,327 $ 2,747 $ — $ 5,074 Rabbi Trust Investments 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 the Company’s non-qualified deferred compensation plan for the Company’s senior executives. Derivatives Designated as Hedging Instruments The derivative financial instruments consist of foreign currency put option contracts whose fair value is determined by quoted market prices of the same or similar instruments, adjusted for counterparty risk. See Note 8 of the condensed consolidated financial statements for a discussion of the Company’s derivative financial instruments. Old Bristow Preferred Stock Embedded Derivative The fair value of the Old Bristow Preferred Stock embedded derivative relied on the income approach which was derived from Level 3, unobservable inputs that required significant estimates, judgments and assumptions relating to the Company’s equity volatility, capitalization tables, term to exit and equity value. The following table provides a rollforward of the preferred stock embedded derivative Level 3 fair value measurements for the three months ended June 30, 2020 (Successor): Significant Unobservable Inputs (Level 3) Derivative financial instruments: (in thousands) March 31, 2020 $ 286,182 Change in fair value (15,416 ) Preferred stock shares conversion (266,846 ) Share repurchases (3,920 ) June 30, 2020 $ — The Old Bristow Preferred stock embedded derivative considered settlement scenarios which are further defined in Note 13 to the condensed consolidated financial statements. A number of the settlement scenarios required a settlement premium. The specified premium depended on the timing of the liquidity event, ranging from a minimum of (a) 17% Internal Rate of Return (the “IRR”) (b) 2.1 x Multiple of Invested Capital (the “MOIC”) and (c) 14% Internal Rate of Return (the “IRR”) if the liquidity event is prior to 3 years , to (y) a 2.1 x MOIC and (z) 17% IRR if the liquidity event is in 5 years or more. The fair value for the embedded derivative was determined using a “with” and “without” approach, first determining the fair value of the Old Bristow Preferred Stock (inclusive of all bifurcated features) with the features and comparing it with the fair value of an instrument with identical terms to the Old Bristow Preferred Stock without any of the bifurcated features (i.e., the preferred stock host). The fair value of the Old Bristow Preferred Stock was estimated using an option pricing method (“OPM”) allocating the total equity value to the various classes of equity. As of June 11, 2020 (Successor), Old Bristow assumed an expected term of 6 years , a risk-free rate of 0.38% and volatility of 85% . Without the redemption or conversion features, the holders of the Old Bristow Preferred Stock would have had right to perpetual preferred with 10% paid-in-kind (“PIK”) dividends, or the right to any upside value from conversion into common stock if the value exceeded the minimum return provided for under the COD (as defined herein). The value of converting to common stock on the upside would be measured as the residual upon a liquidity event. Therefore, the fair value of the host was estimated as the value of the upside conversion into common shares, which was also estimated using the OPM. The valuation as of June 11, 2020 resulted in a decline in fair value of the Old Bristow Preferred Stock embedded derivative of $15.4 million from March 31, 2020 (Successor). On June 11, 2020, immediately before the Merger was executed, Old Bristow exercised its call right (the “Call Right’) pursuant to section 8 of the Certificate of Designation of the Old Bristow Preferred Stock (“COD”). This provision entitled Old Bristow to repurchase the shares upon a Fundamental Transaction (which included a merger or consolidation) for a repurchase price equal to (i) the Liquidation Preference plus (ii) the present value of the dividends that would have accrued from the call date to the 5th anniversary of the issuance date (had the Call Right not been exercised) multiplied by the Make-Whole Redemption Percentage (equal to 102% because the Call Right was exercised before the 3rd anniversary of the issuance date). Upon exercise of the Call Right, Old Bristow issued 5.17962 shares of Old Bristow Common Stock to the remaining holders of the Preferred Stock for each share of Preferred Stock held. The carrying values of the Old Bristow Preferred Stock were derecognized, including the Old Bristow Preferred Stock embedded derivative, and recognized the Old Bristow Common Stock issued to the holders of the Old Bristow Preferred Stock at its fair value. The difference between (a) the carrying value of the Old Bristow Preferred Stock embedded derivative plus the carrying value of the Old Bristow Preferred Stock host and (b) the fair value of the Old Bristow Common Stock paid as consideration for the Old Bristow Preferred Stock was recognized in retained earnings because the fair value of the Old Bristow Common Stock was less than the combined carrying values of the Old Bristow Preferred Stock host and embedded derivative. In addition, immediately prior to the Merger, Old Bristow repurchased 98,784 shares of the Old Bristow Preferred Stock and 142,721 shares of Old Bristow Common Stock. The repurchase of the Old Bristow Preferred Stock was accounted for in the same manner as the share-settled redemption described above in connection with the Merger. Non-recurring Fair Value Measurements The majority of the Company’s non-financial assets, which include inventories, property and equipment, assets held for sale 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 June 30, 2020 (Successor), valued at fair value on a non-recurring basis (in thousands): Quoted Prices Significant Significant Balance as of June 30, 2020 Total Loss for the Three Months Ended June 30, 2020 Inventories $ — $ — $ 634 $ 634 $ 525 Total assets $ — $ — $ 634 $ 634 $ 525 Old Bristow did no t have any items valued at fair value on a non-recurring basis as of June 30, 2019. The fair value of inventories using Level 3 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 time frame 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. Fair Value of Debt The fair value of the Company’s debt has been estimated in accordance with the accounting standard regarding fair value. The fair value of the Company’s long-term debt was estimated using discounted cash flow analysis based on estimated current rates for similar types of arrangements. Considerable judgment was required in developing certain of the estimates of fair value, and, accordingly, the estimates presented herein are not necessarily indicative of the amounts that the Company could realize in a current market exchange. The carrying and fair value of the Company’s debt, excluding unamortized debt issuance costs, are as follows (in thousands): Successor Carrying Level 1 Level 2 Level 3 June 30, 2020 LIABILITIES PK Air Debt $ 202,811 $ — $ 196,507 $ — Macquarie Debt 146,695 — 148,100 — 7.750% Senior Notes 136,840 — 132,398 — Lombard Debt 134,468 — 135,369 — Promissory notes 17,485 — 17,485 — Airnorth Debt 7,172 — 7,143 — Humberside Debt 334 — 335 — $ 645,805 $ — $ 637,337 $ — March 31, 2020 LIABILITIES PK Air Debt $ 207,326 $ — $ 180,290 $ — Macquarie Debt 148,165 — 138,133 — Lombard Debt 136,180 — 122,165 — Term Loan 61,500 — 56,894 — Airnorth Debt 7,618 — 7,221 — Humberside Debt 335 — 335 — $ 561,124 $ — $ 505,038 $ — The carrying value is net of unamortized discount as follows (in thousands): Successor June 30, 2020 March 31, 2020 PK Air Debt $ 11,860 $ 12,620 Macquarie Debt 10,133 11,063 7.750% Senior Notes 7,247 — Lombard Debt 24,521 26,372 Airnorth Debt 451 605 Total unamortized debt discount $ 54,212 50,660 Other The fair values of the Company’s cash and cash equivalents, accounts receivable and accounts payable approximate their carrying values due to the short-term nature of these items. |
DERIVATIVE FINANCIAL INSTRUMENT
DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES | 3 Months Ended |
Jun. 30, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES | DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES Embedded Derivatives Old Bristow had determined that the contingent redemption features upon a liquidation or deemed liquidation event, holder optional redemption, and fundamental transaction make-whole redemption features are required to be accounted for separately from the New Preferred Stock as derivative liabilities. The economic characteristics of the New Preferred Stock are considered more akin to a debt instrument because the shares were redeemable at the holder’s option and the redemption value is significantly greater than the original issue price, the shares carried a fixed mandatory dividend (paid in kind), and specified rate of return. Such factors indicated the New Preferred Stock’s most likely method of settlement is the exercise of a redemption feature rather than through conversion; therefore, the embedded features were analyzed against a debt-like host when determining if such features should require bifurcation. Old Bristow determined that each of the redemption features described above must be bifurcated and accounted for separately from the New Preferred Stock because exercise of each feature would result in substantial premiums to the holder. See Note 13 to the condensed consolidated financial statements for a description of the New Preferred Stock. ASC 815 Derivatives and Hedging does not permit an issuer to account separately for individual derivative terms and features embedded in hybrid financial instruments that require bifurcation and liability classification as derivative financial instruments. Rather, such terms and features must be combined together and fair valued as a single compound embedded derivative. Accordingly, Old Bristow recorded a compound derivative liability representing the combined fair value of redemption options described above. The Preferred Stock embedded derivative liability will be remeasured each period with changes in fair value recognized in earnings. Changes in the fair value of the New Preferred Stock derivative liability, carried at fair value, are reported as change in fair value of the Preferred Stock derivative liability in the condensed consolidated statements of operations. For the three months ended June 30, 2020 (Successor), the Company recognized non-cash expense of approximately $15.4 million due to an increase in the Preferred Stock derivative liability related to the embedded derivative in the New Preferred Stock. Old Bristow used a binomial option pricing method to value the compound derivative. The option pricing method required the development and use of assumptions. These assumptions include estimated volatility of the value of the Old Bristow’s common stock, assumptions regarding possible conversion or early redemption dates, an appropriate risk-free interest rate, risky bond rate, and dividend yields. For further details on fair value, see Note 7 to the condensed consolidated financial statements. Derivatives Designated as Hedging Instruments From time to time, the Company enters into forward exchange contracts as a hedge against foreign currency asset and liability commitments and anticipated transaction exposures, including intercompany purchases. All derivatives are recognized as assets or liabilities and measured at fair value. The Company does not use financial instruments for trading or speculative purposes. During fiscal year 2019 (Predecessor), the seven months ended October 31, 2019 (Predecessor), the five months ended March 31, 2020 (Successor) and three months ended June 30, 2020 (Successor), the Company entered into foreign currency put option contracts of £5 million per month through March 2021 to mitigate a portion of the Company’s foreign currency exposure. Upon emergence from bankruptcy, these derivatives were re-designated as cash flow hedges. The designation of a derivative instrument as a hedge and its ability to meet relevant hedge accounting criteria determines how the change in fair value of the derivative instrument will be reflected in the condensed consolidated financial statements. A derivative qualifies for hedge accounting if, at inception of the hedging relationship, the derivative is expected to be highly effective in offsetting the hedged item’s underlying cash flows or fair value and the documentation requirements of the accounting standard for derivative instruments and hedging activities are fulfilled at the time the Company entered into the derivative contract. A hedge is designated as a cash flow hedge, fair value hedge, or a net investment in foreign operations hedge based on the exposure being hedged. The asset or liability value of the derivative will change in tandem with its fair value. For derivatives designated as cash flow hedges, the changes in fair value are recorded in accumulated other comprehensive income (loss). The derivative’s gain or loss is released from accumulated other comprehensive income (loss) to match the timing of the effect on earnings of the hedged item’s underlying cash flows. The Company reviews the effectiveness of hedging instruments on a quarterly basis. The Company discontinues hedge accounting for any hedge that it no longer considers to be highly effective. Changes in fair value for derivatives not designated as hedges or those not qualifying for hedge accounting are recognized in current period earnings. None of the Company’s derivative instruments contain credit-risk-related contingent features. Counterparties to the Company’s derivative contracts are high credit quality financial institutions. The following table presents the balance sheet location and fair value of the portions of the Company’s derivative instruments that were designated as hedging instruments as of June 30, 2020 (Successor) (in thousands): Derivatives designated as hedging instruments Derivatives not designated as hedging instruments Gross amounts of recognized assets and liabilities Gross amounts offset in the Balance Sheet Net amounts of assets and liabilities presented in the Balance Sheet Prepaid expenses and other current assets $ 2,445 $ — $ 2,445 $ — $ 2,445 Net $ 2,445 $ — $ 2,445 $ — $ 2,445 The following table presents the balance sheet location and fair value of the portions of Old Bristow’s derivative instruments that were designated as hedging instruments as of March 31, 2020 (Successor) (in thousands): Derivatives designated as hedging instruments Derivatives not designated as hedging instruments Gross amounts of recognized assets and liabilities Gross amounts offset in the Balance Sheet Net amounts of assets and liabilities presented in the Balance Sheet Prepaid expenses and other current assets $ 2,747 $ — $ 2,747 $ — $ 2,747 Net $ 2,747 $ — $ 2,747 $ — $ 2,747 The following table presents the impact that derivative instruments designated as cash flow hedges had on the Company’s accumulated other comprehensive loss (net of tax) and the Company’s condensed consolidated statements of operations (in thousands): Successor Three Months Ended June 30, 2020 Financial statement location Amount of loss recognized in accumulated other comprehensive loss $ (427 ) Accumulated other comprehensive loss Amount of loss reclassified from accumulated other comprehensive loss into earnings $ 454 Statement of operations The Company estimates that $0.5 million of net gain in accumulated other comprehensive loss as of June 30, 2020 (Successor) associated with the derivative instruments is expected to be reclassified into earnings within the next twelve months. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Jun. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Fleet — The Company’s unfunded capital commitments as of June 30, 2020 (Successor) consisted primarily of agreements to purchase helicopters and totaled $81.2 million , which is payable beginning in fiscal year 2021 through fiscal year 2022 . The Company also had $1.3 million of deposits paid on options not yet exercised. All of the Company’s capital commitments (inclusive of deposits paid on options not yet exercised) may be terminated without further liability other than aggregate liquidated damages of $2.1 million . Included in these commitments are orders to purchase three AW189 heavy helicopters and five AW169 light twin helicopters. The AW189 helicopters are scheduled to be delivered in fiscal year 2022 . Delivery dates for the AW169 helicopters have yet to be determined. In addition, the Company had outstanding options to purchase up to ten additional AW189 helicopters. If these options are exercised, the helicopters would be scheduled for delivery in fiscal year 2022 and fiscal year 2023 . The Company may, from time to time, purchase aircraft for which it has no orders. Other Purchase Obligations — As of June 30, 2020 (Successor), the Company had $15.0 million of other purchase obligations representing non-cancelable PBH maintenance commitments. Separation Programs — Beginning in March 2015, Old Bristow initiated involuntary separation programs (“ISPs”) in certain regions. The expense related to the ISPs is as follows (in thousands): Successor Predecessor Three Months Ended June 30, 2020 Three Months Ended June 30, 2019 Operating expense $ 2,881 $ 1,463 General and administrative 130 154 Total $ 3,011 $ 1,617 Other Matters — Although infrequent, aircraft accidents have occurred in the past, and the related losses and liability claims have been covered by insurance subject to deductible, self-insured retention and loss sensitive factors. General Litigation and Disputes The Company operates in jurisdictions internationally where it is subject to risks that include government action to obtain additional tax revenue. In a number of these jurisdictions, political unrest, the lack of well-developed legal systems and legislation that is not clear enough in its wording to determine the ultimate application, can make it difficult to determine whether legislation may impact the Company’s earnings until such time as a clear court or other ruling exists. The Company operates in jurisdictions currently where amounts may be due to governmental bodies that the Company is not currently recording liabilities for as it is unclear how broad or narrow legislation may ultimately be interpreted. The Company believes that payment of amounts in these instances is not probable at this time, but is reasonably possible. In the normal course of business, the Company is involved in various litigation matters including, among other things, claims by third parties for alleged property damages and personal injuries. In addition, from time to time, the Company is involved in tax and other disputes with various government agencies. Management has used estimates in determining the Company’s potential exposure to these matters and has recorded reserves in its condensed consolidated financial statements related thereto as appropriate. It is possible that a change in its estimates related to these exposures could occur, but the Company does not expect such changes in estimated costs or uninsured losses, if any, would have a material effect on its business, consolidated financial position or results of operations. |
LEASES
LEASES | 3 Months Ended |
Jun. 30, 2020 | |
Leases [Abstract] | |
LEASES | LEASES The Company leases aircraft, land, hangars, buildings, fuel tanks and tower sites under operating lease agreements. The Company determines if an arrangement is a lease at inception. All of the Company’s leases are operating leases and are recorded in right-of-use (“ROU”) assets, accounts payable and operating lease liabilities in its condensed consolidated balance sheets. The lease expense on those contracts with initial terms of twelve months or less are recognized on a straight-line basis over the lease term and are not recorded on the balance sheet. ROU assets represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent the Company’s obligations to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date of a lease based on the present value of lease payments over the lease term. The Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. The Company’s lease terms may include options to renew, extend or terminate the lease. The lease term includes options to extend when the Company is reasonably certain to exercise the option. The Company is not, however, reasonably certain that it will exercise any option(s) to extend at commencement of a lease, as each extension would be based on the relevant facts and circumstances at the time of the decision to exercise or not exercise an extension option, and as such, has not been included in the remaining lease terms. The Company will evaluate the impact of lease extensions, if and when the exercise of an extension option is probable. The majority of the bases from which the Company operates are leased, with current remaining terms between one and fifty-nine years . The Company has non-cancelable operating leases in connection with the lease of certain equipment, including leases for aircraft, and land and facilities used in its operations. The related lease agreements, which range from non-cancelable and month-to-month terms, generally provide for fixed monthly rentals and can also include renewal options. The Company generally pays all insurance, taxes and maintenance expenses associated with these leases, and these costs are not included in the lease liability and are recognized in the period in which they are incurred. As of June 30, 2020 (Successor), aggregate future payments under all non-cancelable operating leases that have initial or remaining terms in excess of one year, including leases for 45 aircraft, are as follows (in thousands): Aircraft Other Total Fiscal year ending March 31, 2021 $ 66,042 $ 8,143 $ 74,185 2022 77,249 8,476 85,725 2023 58,595 8,156 66,751 2024 46,005 7,711 53,716 2025 28,370 5,968 34,338 Thereafter 2,169 25,165 27,334 $ 278,430 $ 63,619 $ 342,049 Operating leases as of June 30 and March 31, 2020 (Successor) were as follow (in thousands, except years and percentages): June 30, 2020 March 31, 2020 Operating lease right-of-use assets $ 297,072 $ 305,962 Current portion of operating lease liabilities 81,953 81,484 Operating lease liabilities 214,125 224,595 Total operating lease liabilities $ 296,078 $ 306,079 Weighted average remaining lease term 5 years 4 years Weighted average discount rate 6.26 % 6.27 % Successor Predecessor Three Months Ended June 30, 2020 Three Months Ended June 30, 2019 Cash paid for operating leases $ 27,808 $ 36,650 ROU assets obtained in exchange for lease obligations $ 4,217 $ 48,068 The aircraft leases range from base terms of up to 180 months with renewal options of up to 60 months in some cases, include purchase options upon expiration and some include early purchase options. The leases contain terms customary in transactions of this type, including provisions that allow the lessor to repossess the aircraft and require the Company to pay a stipulated amount if the Company defaults on its obligations under the agreements. The following is a summary of the terms related to aircraft leased under operating leases with original or remaining terms in excess of one year as of June 30, 2020 (Successor): End of Lease Term Number of Aircraft Nine months ending March 31, 2021 to fiscal year 2022 16 Fiscal year 2023 to fiscal year 2024 19 Fiscal year 2025 to fiscal year 2026 10 45 The Company leases six S-92 model aircraft and one AW139 model aircraft from VIH Aviation Group, which is a related party due to common ownership of Cougar, and paid lease fees of $3.4 million and $4.5 million for the three months ended June 30, 2020 (Successor) and June 30, 2019 (Predecessor), respectively. Additionally, the Company leases a facility in Galliano, Louisiana from VIH Helicopters USA, Inc., another related party due to common ownership of Cougar, and paid lease fees of $0.1 million and $0.1 million for the three months ended June 30, 2020 (Successor) and June 30, 2019 (Predecessor), respectively. In April and May 2019 (Predecessor), the Company returned its remaining four H225 leased aircraft and paid $4.3 million in lease return costs. Rent expense incurred is as follows (in thousands): Successor Predecessor Three Months Ended June 30, 2020 Three Months Ended June 30, 2019 Rent expense under all operating leases $ 30,906 $ 52,189 Rent expense under operating leases for aircraft $ 26,012 $ 46,447 As of June 30, 2020 (Successor), the Company had sales-type leases of four H225 heavy helicopters. During the three months ended June 30, 2020 (Successor), the Company recognized $0.1 million of interest income on these sales-type leases. As of June 30, 2020 (Successor), the Company had remaining receivables of $13.4 million , all of which is due within one year. These amounts are included in prepaid expenses and other current assets on the consolidated balance sheet. |
TAXES
TAXES | 3 Months Ended |
Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
TAXES | TAXES The Company’s provision for income taxes for the interim period ended June 30, 2020 was prepared using a discrete effective tax rate method. Historically, the Company calculated its provision for income taxes during interim reporting periods by applying the estimated annual income tax rate for the full fiscal year to income from continuing operations, excluding discrete items, for the reporting period. The Company determined that since small changes in estimated pre-tax income or loss would result in significant changes in the estimated annual effective tax rate, the historical method would not provide a reliable estimate of income taxes for the three months ended June 30, 2020. The Company will continue to evaluate income tax estimates under the historical method in subsequent quarters and employ a discrete effective tax rate method if warranted. The Company’s effective tax rate was (4.8)% and 8.4% during the three months ended June 30, 2020 (Successor) and June 30, 2019 (Predecessor), respectively. The effective tax rate in the three months ended June 30, 2020 (Successor) includes the impact of utilization of net operating losses in certain foreign jurisdictions and adjustment to its valuation allowances against future realization of deductible business interest expense. The relationship between the Company’s provision for or benefit from income taxes and the Company’s pre-tax book income can vary significantly from period to period considering, among other factors, (a) the overall level of pre-tax book income, including asset sales, (b) changes in the blend of income that is taxed based on gross revenues or at high effective tax rates versus pre-tax book income or at low effective tax rates and (c) the Company’s geographical blend of pre-tax book income. Consequently, the Company’s income tax expense or benefit does not change proportionally with the Company’s pre-tax book income or loss. Significant decreases in the Company’s pre-tax book income typically result in higher effective tax rates, while significant increases in pre-tax book income can lead to lower effective tax rates, subject to the other factors impacting income tax expense noted above. The change in the Company’s effective tax rate excluding discrete items for the three months ended June 30, 2020 (Successor) compared to the three months ended June 30, 2019 (Predecessor) primarily related to changes in the blend of earnings taxed in relatively high taxed jurisdictions versus low taxed jurisdictions and nondeductible professional fees related to the Merger. The three months ended June 30, 2020 (Successor) income taxes include a benefit of $15.8 million related to the bargain purchase gain and an expense of $3.9 million from the impairment of the Company’s investment in Líder. Additionally, the Company decreased its valuation allowances by $9.1 million and $0.3 million for the three months ended June 30, 2020 (Successor) and June 30, 2019 (Predecessor), respectively, which also impacted the Company’s effective tax rate. Valuation allowances represent the reduction of the Company’s deferred tax assets. The Company evaluates its deferred tax assets quarterly, which requires significant management judgment to determine the recoverability of these deferred tax assets by assessing whether it is more likely than not that some or all of the deferred tax asset will be realized before expiration. After considering all available positive and negative evidence using a “more likely than not” standard, the Company believes it is appropriate to value against deferred tax assets related to foreign tax credits and certain foreign net operating losses. For the three months ended June 30, 2020 (Successor), the Company released valuation allowances of $3.3 million and $5.8 million related to net operating losses in certain foreign jurisdictions and deductible business interest expense, respectively. During the same period, the release of valuation of allowances resulted in a non-cash tax benefit of $9.1 million . In the three months ended June 30, 2019 , the Company recorded a valuation allowance of $0.3 million against net operating losses in certain foreign jurisdictions. The benefit of an uncertain tax position taken or expected to be taken on an income tax return is recognized in the condensed consolidated financial statements at the largest amount that is more likely than not to be sustained upon examination by the relevant taxing authority. Interest and penalties, if any, related to uncertain tax positions would be recorded in interest expense and other expense, respectively. |
SHARE-BASED COMPENSATION AND OT
SHARE-BASED COMPENSATION AND OTHER EMPLOYEE BENEFIT PLANS | 3 Months Ended |
Jun. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
SHARE-BASED COMPENSATION AND OTHER EMPLOYEE BENEFIT PLANS | SHARE-BASED COMPENSATION AND OTHER EMPLOYEE BENEFIT PLANS Pension Plans The components of net periodic pension cost (benefit) other than the service cost component are included in other income (expense), net on the Company’s condensed consolidated statement of operations. The following table provides a detail of the components of net periodic pension cost (benefit) (in thousands): Successor Predecessor Three Months Ended June 30, 2020 Three Months Ended June 30, 2019 Service cost for benefits earned during the period $ 291 $ 159 Interest cost on pension benefit obligation 2,242 2,919 Expected return on assets (3,106 ) (4,005 ) Prior service costs — 35 Amortization of unrecognized losses — 2,061 Net periodic pension cost (benefit) (1) $ (573 ) $ 1,169 ___________________________ (1) Included in other income (expense), net on the condensed consolidated statements of operations. The current estimates of the Company’s cash contributions to the Company’s defined benefit pension plans to be paid in fiscal year 2021 are $16.4 million , of which $3.7 million was paid during the three months ended June 30, 2020 (Successor). Incentive Compensation Prior to May 11, 2019 (Predecessor), stock-based awards were made under the Bristow Group Inc. 2007 Long-Term Incentive Plan (the “2007 Plan”). A maximum of 10,646,729 shares of Old Bristow Common Stock were reserved for issuance under the 2007 Plan. Awards granted under the 2007 Plan were in the form of stock options, stock appreciation rights, shares of restricted stock, other stock-based awards (payable in cash or common stock) or performance awards, or any combination thereof, and were made to outside directors, employees or consultants. Total stock-based compensation expense related to the 2007 Plan, which includes stock options and restricted stock, totaled $0.8 million for the three months ended June 30, 2019 (Predecessor). Stock-based compensation expense has been allocated to various regions. The 2007 Plan and all awards thereunder were cancelled effective upon emergence from the Chapter 11 Cases on October 31, 2019 (Predecessor). Key Employee Incentive Plans In connection with the Chapter 11 Cases, the Compensation Committee of Old Bristow’s Board adopted on behalf of an Executive Key Employee Incentive Plan (the “Executive KEIP”) and a Non-Executive Key Employee Incentive Plan (“Non-Executive KEIP”), each approved by the Bankruptcy Court on August 22, 2019. The Executive KEIP was designed to incentivize ten of Old Bristow’s senior executives by providing a total potential cash award pool of approximately $3.1 million at threshold, $6.1 million at target and up to $12.3 million for exceeding target, and was contingent upon achievement of certain financial targets and safety metrics, and the timing of confirmation of the Amended Plan by the Bankruptcy Court. The Non-Executive KEIP was designed to enhance retention of up to 183 other non-insider employees and provided a total potential cash award pool of approximately $7.7 million at threshold, $10.3 million at target and up to $15.4 million for exceeding target, with 50 percent of the payment contingent upon achievement of certain financial targets and safety metrics, and 50 percent of the payment being based on continued employment. The payments for the Executive KEIP were made on a quarterly basis with the first payment made in October 2019 and the last payment made in June 2020. The payments for the Non-Executive KEIP were made quarterly with the first payment made in October 2019 and the last payment made in June 2020. Management Incentive Plan On the Effective Date, the Compensation Committee of Old Bristow’s Board adopted the 2019 Management Incentive Plan (the “MIP”). At the time of its adoption, the MIP served as an equity-based compensation plan for directors, officers and participating employees and other service providers of Old Bristow and its affiliates, pursuant to which Old Bristow was permitted to issue awards covering shares of the Old Bristow Common Stock and Old Bristow Preferred Stock. During the five months ended March 31, 2020 (Successor), Old Bristow awarded 188,210 shares of restricted Old Bristow Common Stock, 312,606 shares of restricted Old Bristow Preferred Stock, 113,081 Old Bristow Common Stock options and 265,049 Old Bristow Preferred Stock options. Upon the closing of the Merger, these awards converted into 656,617 shares of restricted Combined Company Common Stock and 433,283 stock options to purchase Combined Company Common Stock, of which 73,131 shares of restricted Combined Company Common Stock and 48,448 Combined Company Common Stock options vested and 227,884 shares of restricted of Combined Company Common Stock and 151,307 Combined Company Common Stock options forfeited on June 11, 2020 (Successor). Total stock based compensation expense related to the MIP was $4.9 million for the three months ended June 30, 2020 (Successor) and includes $1.3 million related to severance agreements entered into in June 2020 in connection with the Merger. Upon the closing of the Merger, 151,768 shares of unvested Combined Company restricted stock awards previously issued under the Era Group Inc. 2012 Share Incentive Plan (the “2012 Incentive Plan”) remained unvested. Stock based compensation expense related to the Era legacy awards was $0.3 million for the three months ended June 30, 2020 (Successor). On June 17, 2020 (Successor), the Company awarded 150,001 shares of Combined Company performance restricted stock units at an average grant date fair value of $7.73 and 150,001 stock options to purchase Combined Company Common Stock at a grant date fair value of $10.99 to certain senior executives. The performance restricted stock vests on a cliff-basis after three years based on certain stock price performance targets. The following table shows the assumptions used to compute the stock-based compensation expense for stock options granted during the three months ended June 30, 2020 (Successor): Common Stock Options Risk free interest rate 0.5 % Expected life (years) 6.5 Volatility 80.0 % Weighted average exercise price of options granted 15.76 Weighted average grant-date fair value of options granted 10.99 |
STOCKHOLDERS' INVESTMENT, EARNI
STOCKHOLDERS' INVESTMENT, EARNINGS PER SHARE AND ACCUMULATED OTHER COMPREHENSIVE INCOME | 3 Months Ended |
Jun. 30, 2020 | |
Equity [Abstract] | |
STOCKHOLDERS' INVESTMENT, EARNINGS PER SHARE AND ACCUMULATED OTHER COMPREHENSIVE INCOME | STOCKHOLDERS’ INVESTMENT, EARNINGS PER SHARE AND ACCUMULATED OTHER COMPREHENSIVE INCOME Stockholders’ Investment, Common Stock and Preferred Stock As of June 30, 2020 (Successor), there were 30,288,972 shares of Combined Company Common Stock and no shares of the Combined Company’s preferred stock issued and outstanding. Claims under the Bankruptcy Court approved debtor in possession (DIP) financing Old Bristow obtained while in bankruptcy were settled with the issuance of new common stock (the “Old Bristow Common Stock”) and (the “Old Bristow Preferred Stock”), both at a par of $0.0001 , pursuant to the Amended Plan. In connection with the Merger, the Old Bristow Preferred Stock was converted into Old Bristow Common Stock, and then all Old Bristow Common Stock was converted into the Combined Company Common Stock. Because the Old Bristow Preferred Stock could be redeemed in certain circumstances outside of the sole control of Old Bristow (including at the option of the holder), but was not mandatorily redeemable, the Old Bristow Preferred Stock was classified as mezzanine equity and initially recognized at fair value of $618.9 million as of October 31, 2019 (Successor). This amount was reduced by the fair value of the bifurcated derivative liability as of October 31, 2019 (Successor) of $470.3 million , resulting in an initial value of $148.6 million . The difference between (a) the carrying value of the embedded derivative of $270.8 million plus the carrying value of the Preferred Stock Host of $148.6 million and (b) the fair value of the Old Bristow Common Stock of $270.7 million paid as consideration for the Old Bristow Preferred Stock was recognized in retained earnings because the fair value of the Old Bristow Common Stock was less than the combined carrying values of the Old Bristow Preferred Stock host and embedded derivative. Prior to the Merger, there were 11,092,845 shares of Old Bristow Common Stock and 6,725,798 shares of Old Bristow Preferred Stock issued and outstanding. As described in Note 7 to the condensed consolidated financial statements, Old Bristow repurchased certain shares of Old Bristow Common Stock and shares of Old Bristow Preferred Stock immediately prior to the conversion of the Old Bristow Preferred Stock into Old Bristow Common Stock. The repurchase was accounted for in the same manner as the share conversion and included in the calculation described above. The Old Bristow Preferred Stock was converted into Old Bristow Common Stock at a rate of 5.179562 shares of Old Bristow Common Stock for each share of Old Bristow Preferred Stock. The Old Bristow Common Stock was then subsequently exchanged for the Combined Company Common Stock, resulting in a total of 24,195,693 shares of Combined Company Common Stock issued to legacy Old Bristow stockholders. This resulted in a total of 30,882,471 shares of Combined Company Common Stock issued and outstanding immediately after consummation of the Merger. Upon the closing of the Merger, 217,899 shares of restricted stock awards and 145,263 stock options to purchase common stock for certain employees, related to Old Bristow employees, were canceled as a result of separation from the Combined Company. Upon the closing of the Merger, vesting of 145,604 shares of restricted stock awards, related to the Combined Company’s employees were also accelerated. Earnings per Share Basic earnings per common share is computed by dividing income available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per common share excludes options to purchase common shares and restricted stock awards, which were outstanding during the period but were anti-dilutive, as follows (in thousands, except share and per shares amounts) : Successor Three Months Ended June 30, 2020 Income (loss): Net income attributable to Bristow Group Inc. $ 71,477 Less: PIK dividends (1) (12,039 ) Plus: D eemed contribution from conversion of preferred stock 144,986 Income available to common stockholders – basic $ 204,424 Less: Preferred stock adjustments (3,377 ) Income available to common stockholders – diluted $ 201,047 Shares: Weighted average number of common shares outstanding – basic 11,102,611 Net effect of dilutive preferred stock 27,885,917 Weighted average number of common shares outstanding – diluted (2) 38,988,528 Earnings per common share - basic $ 18.41 Earnings per common share - diluted $ 5.16 ___________________________ (1) See “ Stockholders’ Investment, Common Stock and Preferred Stock ” above for further details on PIK dividends. (2) Excludes weighted average common shares of 1,676,354 for the three months ended June 30, 2020 (Successor), for certain share awards as the effect of their inclusion would have been antidilutive. The following table shows the computation of basic and diluted earnings per share: Predecessor Three Months Ended June 30, 2019 Loss (in thousands): Loss available to common stockholders – basic $ (169,246 ) Loss available to common stockholders – diluted $ (169,246 ) Shares: Weighted average number of common shares outstanding – basic 35,918,916 Net effect of dilutive stock options and restricted stock awards based on the treasury stock method — Weighted average number of common shares outstanding – diluted (3)(4) 35,918,916 Basic loss per common share $ (4.71 ) Diluted loss per common share $ (4.71 ) _____________________ (3) Excludes weighted average common shares of 3,881,347 for the three months ended June 30, 2019 (Predecessor), for certain share awards as the effect of their inclusion would have been antidilutive. The Old Bristow Preferred Stock is not included on an if-converted basis under diluted earnings per common share because the conversion of the shares would be anti-dilutive. (4) Potentially dilutive shares issuable pursuant to the warrant transactions entered into concurrently with the issuance of the Combined Company’s 4½% Convertible Senior Notes (the “Warrant Transactions”) were not included in the computation of diluted income per share for the three months ended June 30, 2019, because to do so would have been anti-dilutive. For further details on the Warrant Transactions, see Note 5 in the fiscal year 2019 condensed consolidated financial statements. Accumulated Other Comprehensive Loss The following table sets forth the changes in the balances of each component of accumulated other comprehensive loss (in thousands): Successor Currency Translation Adjustments Pension Liability Adjustments (1) Unrealized gain (loss) on cash flow hedges (2) Total Balance as of March 31, 2020 $ (16,440 ) $ 6,389 $ 1,410 $ (8,641 ) Other comprehensive income before reclassification 3,159 — (427 ) 2,732 Reclassified from accumulated other comprehensive income — — (454 ) (454 ) Net current period other comprehensive income 3,159 — (881 ) 2,278 Foreign exchange rate impact 53 (53 ) — — Balance as of June 30, 2020 $ (13,228 ) $ 6,336 $ 529 $ (6,363 ) ___________________________ (1) Reclassification of amounts related to pension liability adjustments are included as a component of net periodic pension cost. (2) Reclassification of amounts related to cash flow hedges were included as direct costs. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 3 Months Ended |
Jun. 30, 2020 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | SEGMENT INFORMATION The Company conducts business in one segment: aviation services. The aviation services global operations include four regions as follows: Europe Caspian, Africa, Americas and Asia Pacific. The Europe Caspian region comprises all of the Company’s operations and affiliates in Europe and Central Asia, including Norway, the U.K. and Turkmenistan. The Africa region comprises all of the Company’s operations and affiliates on the African continent, including Nigeria and Egypt. The Americas region comprises all of the Company’s operations and affiliates in North America and South America, including Brazil, Canada, Colombia, Guyana, Suriname, Trinidad and the U.S. Gulf of Mexico. The Asia Pacific region comprises all of the Company’s operations and affiliates in Australia and Southeast Asia. Prior to the sale of BHLL and Aviashelf during the three months ended June 30, 2019 (Predecessor), the Company had operations in Sakhalin, Russia which is included in the Asia Pacific region. Prior to the sale of Eastern Airways on May 10, 2019 (Predecessor), the Company had fixed wing operations in the Europe Caspian region. The following tables show region information reconciled to consolidated totals, and prepared on the same basis as the Company’s condensed consolidated financial statements (in thousands): Successor Predecessor Three Months Ended June 30, 2020 Three Months Ended June 30, 2019 Region revenue from external customers: Europe Caspian $ 166,993 $ 188,594 Africa 31,722 49,516 Americas 59,114 56,990 Asia Pacific 12,258 37,811 Corporate and other 106 265 Total region revenue (1) $ 270,193 $ 333,176 Intra-region revenue: Europe Caspian $ 2 $ 1,044 Africa — 122 Americas 342 1,311 Asia Pacific — 44 Corporate and other — — Total intra-region revenue $ 344 $ 2,521 Consolidated revenue: Europe Caspian $ 166,995 $ 189,638 Africa 31,722 49,638 Americas 59,456 58,301 Asia Pacific 12,258 37,855 Corporate and other 106 265 Intra-region eliminations (344 ) (2,521 ) Total consolidated revenue (1) $ 270,193 $ 333,176 _____________ (1) The above table represents disaggregated revenue from contracts with customers except for the following (in thousands): Successor Predecessor Three Months Ended June 30, 2020 Three Months Ended June 30, 2019 Region revenue from external customers: Europe Caspian $ 342 $ 304 Africa — — Americas 9,011 7,983 Asia Pacific 74 81 Corporate and other 1,361 — Total region revenue $ 10,788 $ 8,368 Successor Predecessor Three Months Ended June 30, 2020 Three Months Ended June 30, 2019 Earnings from unconsolidated affiliates, net of losses – equity method investments: Europe Caspian $ 25 $ 171 Americas (2,003 ) 2,176 Total earnings from unconsolidated affiliates, net of losses – equity method investments $ (1,978 ) $ 2,347 Consolidated operating income (loss): Europe Caspian $ 27,312 $ 11,807 Africa 4,849 7,745 Americas (13,002 ) 3,568 Asia Pacific (1,528 ) (12,434 ) Corporate and other (37,032 ) (28,641 ) Gain (loss) on disposal of assets 5,522 (3,787 ) Total consolidated operating income (loss) $ (13,879 ) $ (21,742 ) Depreciation and amortization: Europe Caspian $ 8,212 $ 12,439 Africa 1,317 4,991 Americas 2,955 6,880 Asia Pacific 2,006 3,721 Corporate and other 1,866 3,308 Total depreciation and amortization $ 16,356 $ 31,339 Successor June 30, 2020 March 31, Identifiable assets: Europe Caspian $ 1,189,661 $ 1,096,022 Africa 230,010 235,165 Americas 605,188 319,015 Asia Pacific 123,234 166,229 Corporate and other (2) 103,698 128,830 Total identifiable assets $ 2,251,791 $ 1,945,261 Investments in unconsolidated affiliates – equity method investments: Europe Caspian $ 597 $ 575 Americas 55,578 76,483 Total investments in unconsolidated affiliates – equity method investments $ 56,175 $ 77,058 _____________ (2) Includes $6.8 million and $7.8 million of construction in progress within property and equipment on the Company’s condensed consolidated balance sheets as of June 30 and March 31, 2020 (Successor) , respectively, which primarily represents aircraft modifications and other miscellaneous equipment, tooling and building improvements currently in progress. |
BASIS OF PRESENTATION, CONSOL_2
BASIS OF PRESENTATION, CONSOLIDATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Consolidation | Basis of Consolidation The consolidated financial statements include the accounts of Bristow Group Inc., its wholly and majority-owned subsidiaries and entities that meet the criteria of variable interest entities (“VIEs”) of which the Company is the primary beneficiary. All significant inter-company accounts and transactions are eliminated in consolidation. |
Business Combinations | Business Combinations The Company recognizes and measures, with certain exceptions, the fair value of assets acquired, liabilities assumed, and non-controlling interests when the acquisition constitutes a change in control of the acquired entity. Shares issued in consideration for a business combination, contingent consideration arrangements and pre-acquisition loss and gain contingencies are all measured and recorded at their acquisition-date fair value. Subsequent changes to fair value of contingent consideration arrangements are generally reflected in earnings. The operating results of entities acquired are included in the accompanying consolidated statements of operations from the date of acquisition. For material acquisitions, the Company typically engages independent appraisers to assist with the determination of the fair value of assets acquired, liabilities assumed, noncontrolling interest, if any, and goodwill or gain on bargain purchase, based on recognized business valuation methodologies. If the initial accounting for the business combination has not concluded by the end of the reporting period in which the acquisition occurs, an estimate will be recorded. The Company may record any material adjustments to the initial estimate based on new information obtained that would have existed as of the date of the acquisition within a year of the acquisition date. |
Current Expected Credit Losses (CECL) | Current Expected Credit Losses (“CECL”) |
Leases | Leases The Company determines if an arrangement is a lease at inception or during modification or renewal of an existing lease. Operating leases are maintained for a number of fixed assets including aircraft, land, hangars, buildings, fuel tanks and tower sites. The right-of-use (“ROU”) assets associated with these leases are reflected under long-term assets; the current portion of the long-term payables are reflected within current liabilities; and the payables on lease agreements due after one year are recorded under long-term liabilities on the Company’s condensed consolidated balance sheets. For those contracts with terms of twelve months or less, the lease expense is recognized on a straight-line basis over the lease term and recorded in operating expenses on the statements of operations. As most of the Company’s leases do not provide an implicit rate, the incremental borrowing rate based on the information available at commencement date is used to determine the present value of future payments. Most of the Company’s lease agreements allow the option of renewal or extension, which are contemplated when determining the lease term. When it is reasonably certain that a lease will be extended, this is incorporated into the calculations. The Company leases aircraft, land, hangars, buildings, fuel tanks and tower sites under operating lease agreements. The Company determines if an arrangement is a lease at inception. All of the Company’s leases are operating leases and are recorded in right-of-use (“ROU”) assets, accounts payable and operating lease liabilities in its condensed consolidated balance sheets. The lease expense on those contracts with initial terms of twelve months or less are recognized on a straight-line basis over the lease term and are not recorded on the balance sheet. ROU assets represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent the Company’s obligations to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date of a lease based on the present value of lease payments over the lease term. The Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. The Company’s lease terms may include options to renew, extend or terminate the lease. The lease term includes options to extend when the Company is reasonably certain to exercise the option. The Company is not, however, reasonably certain that it will exercise any option(s) to extend at commencement of a lease, as each extension would be based on the relevant facts and circumstances at the time of the decision to exercise or not exercise an extension option, and as such, has not been included in the remaining lease terms. The Company will evaluate the impact of lease extensions, if and when the exercise of an extension option is probable. |
Other Assets | Other Assets Intangible assets with finite useful lives are amortized over their estimated useful lives to their estimated residual values. The residual value of an intangible asset is generally assumed to be zero, with certain limited exceptions. Finite lived intangible assets are reviewed for recoverability when indicators of impairment are present. Indicators of impairment for finite lived intangible assets are the same as those for impairment of long-lived assets. For finite lived intangible assets, an impairment loss is recognized if the carrying amount of the asset exceeds the undiscounted cash flows projected to be generated by the asset. If the finite lived |
Property and Equipment | Property and Equipment The Company periodically reviews useful lives and residual values for changes in circumstances that indicate a change in estimate may be required. Upon emergence from the Chapter 11 Cases, Old Bristow performed a review of useful lives and residual values. As a result of this review, certain changes were made to the useful lives and residual values of aircraft and related equipment. No material changes were made to non-aircraft property, plant and equipment useful lives and residual values. The previous policy stated that estimated useful lives of aircraft generally range from 5 to 15 years , and the residual value used in calculating depreciation of aircraft generally ranged from 30% to 50% of cost. The revised policy will generally utilize a 30 year useful life from the date of manufacture of an aircraft for used aircraft and the in-service date for new aircraft and a residual value range of 5% to 25% of cost. In certain circumstances, the useful lives of aircraft are limited by a 30,000 flight hour restriction on the airframe of an aircraft imposed by certain aircraft manufacturers. These changes in useful lives reflect the Company’s view of expected operating conditions and the economic environment, which suggest the Company will utilize its aircraft for longer than it has historically. The changes in residual values reflect the change made to useful lives and the current expectations of value to be recovered at the time of eventual disposal, based on historical sales data during the decline in the oil and gas industry. The Company capitalizes betterments and improvements to its aircraft and depreciates such costs over the remaining useful lives of the aircraft. Betterments and improvements increase the life or utility of an aircraft. The Company evaluates its asset groups for impairment whenever facts or circumstances indicate the carrying value of an asset group may not be recoverable. |
Guarantors of Securities | Guarantors of Securities In March 2020, the SEC amended Rule 3-10 and 3-16 of Regulation S-X, CFR 210.1-01 through 210.3-16, regarding financial disclosure requirements for debt securities issued in registered offerings involving subsidiaries of the registrant as either issuers or guarantors. This amended rule narrows the circumstances that require separate financial statements or summarized financial disclosures of issuers and subsidiary guarantors and simplifies the summarized disclosures required in lieu of those statements. Under the new rule, comparative period information is no longer required. As a result of this amended rule, the Company has included narrative disclosures in lieu of separate financial statements. The Company has early adopted this new rule and has elected to provide the simplified disclosure related to its 7.750% Senior Notes due 2022 within the MD&A. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company considers the applicability and impact of all accounting standard updates (“ASUs”). ASUs not listed below were assessed and determined to be either not applicable or are expected to have minimal impact on the Company’s consolidated financial position or results of operations. Adopted In June 2016, the FASB issued ASU No. 2016-13, 2019-04, “Measurement of Credit Losses on Financial Instruments” (ASU No. 2016-13), which sets forth the current expected credit loss model, a new forward-looking impairment model for certain financial instruments based on expected losses rather than incurred losses. The ASU is effective for interim and annual periods beginning after December 15, 2019, and early adoption of the standard was permitted. Entities were required to adopt ASU No. 2016-13 using a modified retrospective approach, subject to certain limited exceptions. Upon evaluating the impact of this ASU, the Company concluded that no additional reserves were necessary as historical losses were immaterial, and, based on the qualitative and quantitative analysis performed in accordance with ASC 326 requirements, the Company determined there was no reasonable expectation of credit losses associated with the Company’s trade receivables in the foreseeable future. ASU No. 2016-13 was adopted effective April 1, 2020, and such adoption did not have a material impact on the condensed consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-13, “Fair Value Measurements” (Topic 820) modifying the disclosure requirements on fair value measurements. The amendment modifies, removes, and adds several disclosure requirements on fair value measurements in ASC 820, Fair Value Measurement. The amendment will be effective for the Company in fiscal year 2022, and early adoption is permitted. The Company has not yet adopted this accounting guidance and is currently evaluating the effect this accounting guidance will have on its disclosure requirements. This disclosure requirement was adopted effective April 1, 2020 prospectively, and such adoption did not have a material impact on its condensed consolidated financial statements. In August 2018, the FASB modified ASU No. 2018-14, “Compensation—Retirement Benefits—Defined Benefit Plans” (Subtopic 715-20), for changes to disclosure requirements for employers that sponsor defined benefit pension plans. Certain disclosure requirements were removed and certain disclosure requirements were added. The amendment also clarifies disclosure requirements for projected benefit obligations and accumulated benefit obligations in excess of respective plan assets. The amendment is effective beginning in the Company’s fiscal year 2021 financial statements, and early adoption is permitted. This disclosure requirement was adopted effective April 1, 2020 by removing the weighted-average expected long-term rate of return on assets in this Quarterly Report. Annual disclosure requirements will be reflected in the Annual Report. In August 2018, the FASB issued ASU No. 2018-15, “Intangibles-Goodwill and Other-Internal-Use Software” (Subtopic 350-40), providing guidance that addresses the accounting for implementation costs associated with a hosted service. The guidance provides that implementation costs be evaluated for capitalization using the same criteria as that used for internal-use software development costs, with amortization expense being recorded in the same income statement expense line as the hosted service costs and over the expected term of the hosting arrangement. The amendment is effective beginning in fiscal year 2021 financial statements, and early adoption is permitted. The guidance will be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. This disclosure requirement was adopted effective April 1, 2020 prospectively, and such adoption did not have a material impact on its condensed consolidated financial statements. In October 2018, the FASB amended ASU No. 2018-17, “Targeted Improvements to Related Party Guidance for Variable Interest Entities” (Topic 810), the guidance for determining whether a decision-making fee is a variable interest. The amendments require organizations to consider indirect interests held through related parties under common control on a proportional basis rather than as the equivalent of a direct interest in its entirety (as currently required in generally accepted accounting principles). Therefore, these amendments likely will result in more decision makers not consolidating VIEs. This amendment is effective beginning in the Company’s fiscal year 2021 financial statements, and early adoption is permitted. This disclosure requirement was adopted effective April 1, 2020, and such adoption did not have a material impact on the condensed consolidated financial statements. In March 2020, the FASB issued ASU No. 2020-03, “Codification Improvements to Financial Instruments”, which makes improvements to financial instruments guidance. The standard is effective immediately for certain amendments and for fiscal years beginning after December 15, 2019. This accounting guidance was adopted effective April 1, 2020, and such adoption did not have a material impact on the condensed consolidated financial statements. Not Yet Adopted In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes” (Topic 740), new guidance to simplify the accounting for income taxes, which eliminates certain exceptions for recognizing deferred taxes for investments, performing intraperiod allocation and calculating income taxes in interim periods. This ASU also includes guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group. The standard will be effective for the Company in fiscal year 2022 and early adoption is permitted. The Company is currently assessing the impact of ASU 2019-12 on its consolidated financial statements. In January 2020, the FASB issued ASU No. 2020-01, “Investments-Equity Securities” Topic 321, “Investments-Equity Method and Joint Ventures” Topic 323 and “Derivatives and Hedging” Topic 815 (ASU No. 2020-01) as an update to ASU No. 2016-01 “Financial Instruments-Overall”, further clarifying certain interactions between the guidance to account for certain equity securities under Topic 321, 323 and 815, and improve current GAAP by reducing diversity in practice and increasing comparability of accounting. The standard will be effective for the Company in fiscal year 2022, and early adoption is permitted. The Company has not yet adopted this accounting guidance and is currently evaluating the effect this accounting guidance will have on its financial statements. In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform” (Topic 848). The guidance is intended to provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates. This guidance is effective for the Company in fiscal year 2022. The Company has not yet adopted this accounting guidance and is currently evaluating the effect this accounting guidance will have on its financial statements. |
Revenue Recognition | Revenue Recognition The Company derives its revenues primarily from oil and gas flight services and search and rescue services. A majority of the Company’s revenue is generated through two types of contracts: helicopter services and fixed wing services. Revenue is recognized when control of the identified distinct goods or services has been transferred to the customer, the transaction price is determined and allocated to the satisfied performance obligations and the Company has determined that collection has occurred or is probable of occurring. Each contract type has a single distinct performance obligation described further below. The Company determines revenue recognition by applying the following steps: 1. Identify the contract with a customer; 2. Identify the performance obligations in the contract; 3. Determine the transaction price; 4. Allocate the transaction price to the performance obligations; and 5. Recognize revenue as the performance obligations are satisfied. Helicopter services — The Company’s customers, which include major integrated, national and independent offshore energy companies, charter its helicopters primarily to transport personnel between onshore bases and offshore production platforms, drilling rigs and other installations. To a lesser extent, the Company’s customers also charter their helicopters to transport time-sensitive equipment to these offshore locations. The customers for SAR services include both the oil and gas industry and governmental agencies. Revenue from helicopter services is recognized when the performance obligation is satisfied over time based on contractual rates as the related services are performed. Each contract has a single distinct performance obligation for helicopter services. Operating revenue from the Company’s oil and gas line of service is derived mainly from fixed-term contracts with its customers, a substantial portion of which is competitively bid. A small portion of oil and gas customer revenue is derived from providing services on an “ad-hoc” basis. Fixed-term contracts typically have original terms of one to five years (subject to provisions permitting early termination by its customers). Customers are typically invoiced on a monthly basis with payment terms of 30 - 60 days . Cost reimbursements from customers are recorded as reimbursable revenue with the related reimbursed costs recorded as reimbursable expense on the condensed consolidated statements of operations. Fixed wing services — Airnorth provides fixed wing transportation services through regular passenger transport (scheduled airline service with individual ticket sales) and charter services. A performance obligation arises under contracts with customers to render services and is the unit of account under the new accounting guidance for revenue. Within fixed wing services, the Company determined that each contract has a single distinct performance obligation. Revenue is recognized over time at the earlier of the period in which the service is provided or the period in which the right to travel expires, which is determined by the terms and conditions of the ticket. Ticket sales are recorded within deferred revenue in accordance with the above policy. Both chartered and scheduled airline service revenue is recognized net of passenger taxes and discounts. Taxes collected from customers and remitted to governmental authorities are reported on a net basis in the Company’s condensed consolidated financial statements. Thus, the Company excludes taxes imposed on the customer and collected on behalf of governmental agencies to be remitted to these agencies from the transaction price in determining the revenue related to contracts with a customer. Contract Assets, Liabilities and Receivables The Company generally satisfies performance of contract obligations by providing helicopter and fixed wing services to its customers in exchange for consideration. The timing of performance may differ from the timing of the customer’s payment, which results in the recognition of a contract asset or a contract liability. A contract asset exists when the Company has a contract with a customer for which revenue has been recognized (i.e., services have been performed), but customer payment is contingent on a future event (i.e., satisfaction of additional performance obligations). These contract assets are transferred to receivables when the right to consideration becomes unconditional. Contract liabilities relate to deferred revenue in which advance consideration is received from customers for contracts where revenue is recognized on future performance of services. Other Considerations and Practical Expedients The Company was awarded a government contract to provide SAR services for all of the U.K., which commenced in April 2015. The Company previously incurred costs related to this contract that generate or enhance the resources used to fulfill the performance obligation within the contract and the costs are expected to be recoverable. These contract acquisition and pre-operating costs qualified for capitalization. The capitalized contract acquisition and pre-operating costs related to the U.K. SAR contract and two customer contracts in Norway were capitalized and amortized by the Predecessor Company prior to implementation of fresh-start accounting. See Notes 1 and 3 of the condensed consolidated financial statements for further details. The Company incurs incremental direct costs for obtaining contracts through sales commissions paid to ticket agents to sell seats on regular public transportation flights for its fixed-wing services only. The Company will utilize the practical expedient allowed by the FASB that permits expensing the incremental costs of obtaining a contract when incurred, if the amortization period of the contract asset that would otherwise have been recognized is one year or less. In addition, the Company applied the invoice practical expedient that allows the recognition of revenue in the amount to which the Company has the right to invoice the customer and corresponds directly with the value to the customer of the Company’s performance completed to date. |
Derivatives | From time to time, the Company enters into forward exchange contracts as a hedge against foreign currency asset and liability commitments and anticipated transaction exposures, including intercompany purchases. All derivatives are recognized as assets or liabilities and measured at fair value. The Company does not use financial instruments for trading or speculative purposes. During fiscal year 2019 (Predecessor), the seven months ended October 31, 2019 (Predecessor), the five months ended March 31, 2020 (Successor) and three months ended June 30, 2020 (Successor), the Company entered into foreign currency put option contracts of £5 million per month through March 2021 to mitigate a portion of the Company’s foreign currency exposure. Upon emergence from bankruptcy, these derivatives were re-designated as cash flow hedges. The designation of a derivative instrument as a hedge and its ability to meet relevant hedge accounting criteria determines how the change in fair value of the derivative instrument will be reflected in the condensed consolidated financial statements. A derivative qualifies for hedge accounting if, at inception of the hedging relationship, the derivative is expected to be highly effective in offsetting the hedged item’s underlying cash flows or fair value and the documentation requirements of the accounting standard for derivative instruments and hedging activities are fulfilled at the time the Company entered into the derivative contract. A hedge is designated as a cash flow hedge, fair value hedge, or a net investment in foreign operations hedge based on the exposure being hedged. The asset or liability value of the derivative will change in tandem with its fair value. For derivatives designated as cash flow hedges, the changes in fair value are recorded in accumulated other comprehensive income (loss). The derivative’s gain or loss is released from accumulated other comprehensive income (loss) to match the timing of the effect on earnings of the hedged item’s underlying cash flows. The Company reviews the effectiveness of hedging instruments on a quarterly basis. The Company discontinues hedge accounting for any hedge that it no longer considers to be highly effective. Changes in fair value for derivatives not designated as hedges or those not qualifying for hedge accounting are recognized in current period earnings. |
BASIS OF PRESENTATION, CONSOL_3
BASIS OF PRESENTATION, CONSOLIDATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of cash, cash equivalents and restricted cash | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets that sum to the total of the same such amounts shown in the condensed consolidated statements of cash flows (in thousands). Successor June 30, 2020 March 31, 2020 Reconciliation of cash, cash equivalents and restricted cash as shown in the statements of cash flows: Cash and cash equivalents $ 259,922 $ 196,662 Restricted cash 3,493 2,459 Total cash, cash equivalents and restricted cash $ 263,415 $ 199,121 |
Schedule of intangible assets | Intangible assets by type were as follows (in thousands, except for years): Successor U.K. SAR customer contract PBH Total Gross Carrying Amount March 31, 2020 $ 55,706 $ 74,321 $ 130,027 Additions (1) — 13,936 $ 13,936 Foreign currency translation (171 ) (169 ) $ (340 ) June 30, 2020 $ 55,535 $ 88,088 $ 143,623 Accumulated Amortization March 31, 2020 $ (3,251 ) $ (15,503 ) $ (18,754 ) Amortization expense (1,880 ) (5,136 ) (7,016 ) June 30, 2020 $ (5,131 ) $ (20,639 ) $ (25,770 ) Weighted average remaining contractual life, in years 6.8 11.9 9.3 _____________ (1) In connection with the Merger, the Company recognized $13.9 million of additional intangible assets related to power-by-the-hour (“PBH”) contracts. The amortization expense for the PBH contracts is recorded as maintenance expense and is included in operating expense on the condensed consolidated financial statements. |
Schedule of intangible assets, future amortization expense | Future amortization expense of intangible assets for each of the years ending March 31 (Successor) is as follows (in thousands): 2021 $ 20,182 2022 19,446 2023 18,961 2024 17,506 2025 17,381 Thereafter 24,377 Total future amortization $ 117,853 |
BUSINESS COMBINATIONS (Tables)
BUSINESS COMBINATIONS (Tables) | 3 Months Ended |
Jun. 30, 2020 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The amounts of revenue and earnings of Era included in the Company’s condensed consolidated statement of operations from the acquisition date of June 11, 2020 to June 30, 2020 (Successor) are as follows (in thousands): Total revenues $ 8,861 Net loss $ (4,304 ) The following table summarizes the fair values of assets acquired and liabilities assumed as of the date of acquisition, June 11, 2020 (in thousands): Assets acquired: Cash and cash equivalents $ 120,236 Accounts receivable from non-affiliates 35,079 Prepaid expenses and other current assets 17,598 Inventories 8,826 Property and equipment 214,303 Right-of-use assets 8,395 Other assets 14,305 Total assets acquired $ 418,742 Liabilities assumed: Accounts payable $ 9,686 Accrued wages, benefits and related taxes 8,319 Income taxes payable 1,791 Deferred revenue 236 Accrued interest 5,459 Current portion of operating lease liabilities 1,711 Other accrued liabilities 12,943 Short-term borrowings and current maturities of long-term debt 17,485 Long-term debt, less current maturities 136,704 Other liabilities and deferred credits 1,404 Deferred taxes 32,407 Long-term operating lease liabilities 6,845 Total liabilities and redeemable noncontrolling interest assumed $ 234,990 Net assets acquired $ 183,752 The acquisition date fair value of the consideration transferred consisted of the following (in thousands): Fair value of Combined Company Common Stock issued (1) $ 106,440 Fair value of stock awards (2) 1,900 Total consideration transferred $ 108,340 ___________________ (1) Represents the fair value of Combined Company Common Stock retained by Era Common Stockholders. based on the closing market price of Era shares on June 11, 2020, the acquisition date. (2) Represents the fair value of restricted share awards of Combined Company Common Stock held by Era employees that were accelerated upon consummation of the Merger. |
Schedule of Unaudited Pro Forma Financial Information | The unaudited pro forma financial information is as follows (in thousands) (1) : Successor Three Months Ended June 30, 2020 Total revenues $ 305,390 Net income $ 18,547 Net income attributable to Bristow Group Inc. $ 18,642 _____________________ (1) The Company did not have any material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and net income. |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended |
Jun. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
Capital Expenditures And Aircraft Sold or Disposed of and Impairments on Assets Held-for-sale | The following table presents details on the aircraft sold or disposed of and impairments on assets held for sale (in thousands, except for number of aircraft): Successor Predecessor Three Months Ended June 30, 2020 Three Months Ended June 30, 2019 Number of aircraft sold or disposed of 1 2 Deposits on assets held for sale $ 20,000 $ — Proceeds from sale or disposal of assets (1) $ 11,665 $ 3,204 Gain (loss) from sale or disposal of assets (2) $ 5,522 $ (3,787 ) _________________ (1) Includes proceeds received for sale of property and equipment (including aircraft) during each period. (2) Included in gain (loss) on disposal of assets on the condensed consolidated statements of operations. Includes gain (loss), net of sale or disposal of property and equipment (including aircraft) during each period. During the three months ended June 30, 2020 (Successor), one aircraft was sold that was not in assets held for sale resulting in the gain of $5.5 million . The Company made capital expenditures as follows (in thousands): Successor Predecessor Three Months Ended June 30, 2020 Three Months Ended June 30, 2019 Capital expenditures: Aircraft and equipment $ 2,757 $ 6,688 Land and buildings 92 751 Total capital expenditures $ 2,849 $ 7,439 |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 3 Months Ended |
Jun. 30, 2020 | |
Revenue Recognition [Abstract] | |
Schedule of Revenue Related to Third Party Customers | Total revenue related to third party customers is as follows (in thousands): Successor Predecessor Three Months Ended June 30, 2020 Three Months Ended June 30, 2019 Revenue: Operating revenue from non-affiliates $ 246,126 $ 303,733 Operating revenue from affiliates 4,594 4,475 Reimbursable revenue from non-affiliates 8,685 16,600 Revenue from Contracts with Customers 259,405 324,808 Other revenue from non-affiliates 423 397 Other revenue from affiliates 10,365 7,971 Total Revenue $ 270,193 $ 333,176 |
Schedule of Remaining Performance Obligations | The table below discloses (1) the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied (or partially unsatisfied) as of the end of the reporting period and (2) the expected timing to recognize this revenue (in thousands): Remaining Performance Obligations (Successor) Nine Months Ending March 31, 2021 Fiscal Year Ending March 31, Total 2022 2023 2024 2025 and thereafter Outstanding Service Revenue: Helicopter contracts $ 295,698 $ 215,506 $ 184,646 $ 133,505 136,797 $ 966,152 Fixed-wing contracts 978 — — — — 978 Total remaining performance obligation revenue $ 296,676 $ 215,506 $ 184,646 $ 133,505 136,797 $ 967,130 |
VARIABLE INTEREST ENTITIES AN_2
VARIABLE INTEREST ENTITIES AND OTHER INVESTMENTS IN SIGNIFICANT AFFILIATES (Tables) | 3 Months Ended |
Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Variable Interest Entities | Bristow Aviation and its subsidiaries are exposed to similar operational risks as the Company and are therefore monitored and evaluated on a similar basis by management. Accordingly, the financial information reflected on the Company’s condensed consolidated balance sheets and statements of operations for Bristow Aviation and its subsidiaries is presented in the aggregate, including intercompany amounts with other consolidated entities, as follows (in thousands): Successor June 30, 2020 March 31, Assets Cash and cash equivalents $ 107,640 $ 110,385 Restricted cash 2,720 1,686 Accounts receivable 557,828 297,962 Inventories 58,602 55,166 Prepaid expenses and other current assets 23,979 27,851 Total current assets 750,769 493,050 Investment in unconsolidated affiliates 597 575 Property and equipment, net 280,395 285,142 Right-of-use assets 167,920 54,333 Other assets 212,704 196,996 Total assets $ 1,412,385 $ 1,030,096 Liabilities Accounts payable $ 510,521 $ 497,867 Accrued liabilities 91,102 91,220 Accrued interest 2,775,938 2,697,878 Current maturities of long-term debt 7,904 7,904 Total current liabilities 3,385,465 3,294,869 Long-term debt, less current maturities 442,544 441,665 Accrued pension liabilities 13,145 17,855 Other liabilities and deferred credits 11 — Long-term operating lease liabilities 35,414 38,228 Total liabilities $ 3,876,579 $ 3,792,617 Successor Predecessor Three Months Ended June 30, 2020 Three Months Ended June 30, 2019 Revenue 225,619 $ 295,155 Operating income 17,291 11,280 Net loss (61,335 ) (362,848 ) |
Schedule of Sale Of Business, By Business | Loss on sale of subsidiaries includes the following (in thousands): Predecessor Three Months Ended June 30, 2019 Sale of Eastern Airways $ (46,852 ) Sale of Aviashelf and Bristow Helicopters Leasing Limited (9,451 ) $ (56,303 ) |
DEBT (Tables)
DEBT (Tables) | 3 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of debt | Debt as of June 30 and March 31, 2020 (Successor) consisted of the following (in thousands): June 30, 2020 March 31, 2020 PK Air Debt $ 202,811 $ 207,326 Macquarie Debt 146,695 148,165 7.750% Senior Notes (1) 136,840 — Lombard Debt 134,468 136,180 Promissory notes (2) 17,485 — Airnorth Debt 7,172 7,618 Humberside Debt 334 335 Term Loan — 61,500 Total debt 645,805 561,124 Less short-term borrowings and current maturities of long-term debt (63,541 ) (45,739 ) Total long-term debt $ 582,264 $ 515,385 _________________ (1) The outstanding principal amount of the 7.750% senior unsecured notes as of March 31, 2020 was $142.0 million , net of unamortized discounts and debt issuance costs. (2) The outstanding principal amount of the promissory notes as of March 31, 2020 was $17.9 million . |
Schedule of convertible debt | Interest expense related to the 4½% Convertible Senior Notes was as follows (in thousands): Predecessor Three Months Ended June 30, 2019 Contractual coupon interest $ 715 Amortization of debt discount 648 Total interest expense $ 1,363 |
FAIR VALUE DISCLOSURES (Tables)
FAIR VALUE DISCLOSURES (Tables) | 3 Months Ended |
Jun. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value assets measured on recurring basis | The following table summarizes the financial instruments the Company had as of June 30, 2020 (Successor), valued at fair value on a recurring basis (in thousands): Quoted Prices Significant Significant Balance as of June 30, 2020 Balance Sheet Derivative financial instruments $ — $ 2,445 $ — $ 2,445 Prepaid expenses and other current assets Rabbi Trust investments 2,721 — — 2,721 Other assets Total assets $ 2,721 $ 2,445 $ — $ 5,166 The following table summarizes the financial instruments Old Bristow had as of March 31, 2020 (Successor), valued at fair value on a recurring basis (in thousands): Quoted Prices Significant Significant Balance as of March 31, Balance Sheet Derivative financial instruments $ — $ 2,747 $ — $ 2,747 Prepaid expenses and other current assets Rabbi Trust investments 2,327 — — 2,327 Other assets Total assets $ 2,327 $ 2,747 $ — $ 5,074 |
Rollforward of Preferred Stock Embedded Derivative Level 3 Fair Value Measurements | The following table provides a rollforward of the preferred stock embedded derivative Level 3 fair value measurements for the three months ended June 30, 2020 (Successor): Significant Unobservable Inputs (Level 3) Derivative financial instruments: (in thousands) March 31, 2020 $ 286,182 Change in fair value (15,416 ) Preferred stock shares conversion (266,846 ) Share repurchases (3,920 ) June 30, 2020 $ — |
Schedule of Assets At Fair Value on a Nonrecurring Basis | The following table summarizes the assets as of June 30, 2020 (Successor), valued at fair value on a non-recurring basis (in thousands): Quoted Prices Significant Significant Balance as of June 30, 2020 Total Loss for the Three Months Ended June 30, 2020 Inventories $ — $ — $ 634 $ 634 $ 525 Total assets $ — $ — $ 634 $ 634 $ 525 |
Schedule of fair value of debt | The carrying and fair value of the Company’s debt, excluding unamortized debt issuance costs, are as follows (in thousands): Successor Carrying Level 1 Level 2 Level 3 June 30, 2020 LIABILITIES PK Air Debt $ 202,811 $ — $ 196,507 $ — Macquarie Debt 146,695 — 148,100 — 7.750% Senior Notes 136,840 — 132,398 — Lombard Debt 134,468 — 135,369 — Promissory notes 17,485 — 17,485 — Airnorth Debt 7,172 — 7,143 — Humberside Debt 334 — 335 — $ 645,805 $ — $ 637,337 $ — March 31, 2020 LIABILITIES PK Air Debt $ 207,326 $ — $ 180,290 $ — Macquarie Debt 148,165 — 138,133 — Lombard Debt 136,180 — 122,165 — Term Loan 61,500 — 56,894 — Airnorth Debt 7,618 — 7,221 — Humberside Debt 335 — 335 — $ 561,124 $ — $ 505,038 $ — The carrying value is net of unamortized discount as follows (in thousands): Successor June 30, 2020 March 31, 2020 PK Air Debt $ 11,860 $ 12,620 Macquarie Debt 10,133 11,063 7.750% Senior Notes 7,247 — Lombard Debt 24,521 26,372 Airnorth Debt 451 605 Total unamortized debt discount $ 54,212 50,660 |
DERIVATIVE FINANCIAL INSTRUME_2
DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES (Tables) | 3 Months Ended |
Jun. 30, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Foreign Exchange Contracts, Statement of Financial Position | The following table presents the balance sheet location and fair value of the portions of the Company’s derivative instruments that were designated as hedging instruments as of June 30, 2020 (Successor) (in thousands): Derivatives designated as hedging instruments Derivatives not designated as hedging instruments Gross amounts of recognized assets and liabilities Gross amounts offset in the Balance Sheet Net amounts of assets and liabilities presented in the Balance Sheet Prepaid expenses and other current assets $ 2,445 $ — $ 2,445 $ — $ 2,445 Net $ 2,445 $ — $ 2,445 $ — $ 2,445 The following table presents the balance sheet location and fair value of the portions of Old Bristow’s derivative instruments that were designated as hedging instruments as of March 31, 2020 (Successor) (in thousands): Derivatives designated as hedging instruments Derivatives not designated as hedging instruments Gross amounts of recognized assets and liabilities Gross amounts offset in the Balance Sheet Net amounts of assets and liabilities presented in the Balance Sheet Prepaid expenses and other current assets $ 2,747 $ — $ 2,747 $ — $ 2,747 Net $ 2,747 $ — $ 2,747 $ — $ 2,747 |
Schedule of Cash Flow Hedges Included in Accumulated Other Comprehensive Income (Loss) | The following table presents the impact that derivative instruments designated as cash flow hedges had on the Company’s accumulated other comprehensive loss (net of tax) and the Company’s condensed consolidated statements of operations (in thousands): Successor Three Months Ended June 30, 2020 Financial statement location Amount of loss recognized in accumulated other comprehensive loss $ (427 ) Accumulated other comprehensive loss Amount of loss reclassified from accumulated other comprehensive loss into earnings $ 454 Statement of operations |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 3 Months Ended |
Jun. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of separation programs | The expense related to the ISPs is as follows (in thousands): Successor Predecessor Three Months Ended June 30, 2020 Three Months Ended June 30, 2019 Operating expense $ 2,881 $ 1,463 General and administrative 130 154 Total $ 3,011 $ 1,617 |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Jun. 30, 2020 | |
Leases [Abstract] | |
Lessee, Operating Lease, Liability, Maturity | The following is a summary of the terms related to aircraft leased under operating leases with original or remaining terms in excess of one year as of June 30, 2020 (Successor): End of Lease Term Number of Aircraft Nine months ending March 31, 2021 to fiscal year 2022 16 Fiscal year 2023 to fiscal year 2024 19 Fiscal year 2025 to fiscal year 2026 10 45 As of June 30, 2020 (Successor), aggregate future payments under all non-cancelable operating leases that have initial or remaining terms in excess of one year, including leases for 45 aircraft, are as follows (in thousands): Aircraft Other Total Fiscal year ending March 31, 2021 $ 66,042 $ 8,143 $ 74,185 2022 77,249 8,476 85,725 2023 58,595 8,156 66,751 2024 46,005 7,711 53,716 2025 28,370 5,968 34,338 Thereafter 2,169 25,165 27,334 $ 278,430 $ 63,619 $ 342,049 |
Assets and Liabilities, Lessee | Operating leases as of June 30 and March 31, 2020 (Successor) were as follow (in thousands, except years and percentages): June 30, 2020 March 31, 2020 Operating lease right-of-use assets $ 297,072 $ 305,962 Current portion of operating lease liabilities 81,953 81,484 Operating lease liabilities 214,125 224,595 Total operating lease liabilities $ 296,078 $ 306,079 Weighted average remaining lease term 5 years 4 years Weighted average discount rate 6.26 % 6.27 % Successor Predecessor Three Months Ended June 30, 2020 Three Months Ended June 30, 2019 Cash paid for operating leases $ 27,808 $ 36,650 ROU assets obtained in exchange for lease obligations $ 4,217 $ 48,068 |
Rent Expense | Rent expense incurred is as follows (in thousands): Successor Predecessor Three Months Ended June 30, 2020 Three Months Ended June 30, 2019 Rent expense under all operating leases $ 30,906 $ 52,189 Rent expense under operating leases for aircraft $ 26,012 $ 46,447 |
SHARE-BASED COMPENSATION AND _2
SHARE-BASED COMPENSATION AND OTHER EMPLOYEE BENEFIT PLANS (Tables) | 3 Months Ended |
Jun. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of components of net periodic pension cost | The following table provides a detail of the components of net periodic pension cost (benefit) (in thousands): Successor Predecessor Three Months Ended June 30, 2020 Three Months Ended June 30, 2019 Service cost for benefits earned during the period $ 291 $ 159 Interest cost on pension benefit obligation 2,242 2,919 Expected return on assets (3,106 ) (4,005 ) Prior service costs — 35 Amortization of unrecognized losses — 2,061 Net periodic pension cost (benefit) (1) $ (573 ) $ 1,169 ___________________________ (1) Included in other income (expense), net on the condensed consolidated statements of operations. |
Schedule of share-based payment award, stock options, valuation assumptions | The following table shows the assumptions used to compute the stock-based compensation expense for stock options granted during the three months ended June 30, 2020 (Successor): Common Stock Options Risk free interest rate 0.5 % Expected life (years) 6.5 Volatility 80.0 % Weighted average exercise price of options granted 15.76 Weighted average grant-date fair value of options granted 10.99 |
STOCKHOLDERS' INVESTMENT, EAR_2
STOCKHOLDERS' INVESTMENT, EARNINGS PER SHARE AND ACCUMULATED OTHER COMPREHENSIVE INCOME (Tables) | 3 Months Ended |
Jun. 30, 2020 | |
Equity [Abstract] | |
Schedule of earnings per share, basic and diluted | Diluted earnings per common share excludes options to purchase common shares and restricted stock awards, which were outstanding during the period but were anti-dilutive, as follows (in thousands, except share and per shares amounts) : Successor Three Months Ended June 30, 2020 Income (loss): Net income attributable to Bristow Group Inc. $ 71,477 Less: PIK dividends (1) (12,039 ) Plus: D eemed contribution from conversion of preferred stock 144,986 Income available to common stockholders – basic $ 204,424 Less: Preferred stock adjustments (3,377 ) Income available to common stockholders – diluted $ 201,047 Shares: Weighted average number of common shares outstanding – basic 11,102,611 Net effect of dilutive preferred stock 27,885,917 Weighted average number of common shares outstanding – diluted (2) 38,988,528 Earnings per common share - basic $ 18.41 Earnings per common share - diluted $ 5.16 ___________________________ (1) See “ Stockholders’ Investment, Common Stock and Preferred Stock ” above for further details on PIK dividends. (2) Excludes weighted average common shares of 1,676,354 for the three months ended June 30, 2020 (Successor), for certain share awards as the effect of their inclusion would have been antidilutive. The following table shows the computation of basic and diluted earnings per share: Predecessor Three Months Ended June 30, 2019 Loss (in thousands): Loss available to common stockholders – basic $ (169,246 ) Loss available to common stockholders – diluted $ (169,246 ) Shares: Weighted average number of common shares outstanding – basic 35,918,916 Net effect of dilutive stock options and restricted stock awards based on the treasury stock method — Weighted average number of common shares outstanding – diluted (3)(4) 35,918,916 Basic loss per common share $ (4.71 ) Diluted loss per common share $ (4.71 ) _____________________ (3) Excludes weighted average common shares of 3,881,347 for the three months ended June 30, 2019 (Predecessor), for certain share awards as the effect of their inclusion would have been antidilutive. The Old Bristow Preferred Stock is not included on an if-converted basis under diluted earnings per common share because the conversion of the shares would be anti-dilutive. (4) Potentially dilutive shares issuable pursuant to the warrant transactions entered into concurrently with the issuance of the Combined Company’s 4½% Convertible Senior Notes (the “Warrant Transactions”) were not included in the computation of diluted income per share for the three months ended June 30, 2019, because to do so would have been anti-dilutive. For further details on the Warrant Transactions, see Note 5 in the fiscal year 2019 condensed consolidated financial statements. |
Schedule of accumulated other comprehensive income (loss) | The following table sets forth the changes in the balances of each component of accumulated other comprehensive loss (in thousands): Successor Currency Translation Adjustments Pension Liability Adjustments (1) Unrealized gain (loss) on cash flow hedges (2) Total Balance as of March 31, 2020 $ (16,440 ) $ 6,389 $ 1,410 $ (8,641 ) Other comprehensive income before reclassification 3,159 — (427 ) 2,732 Reclassified from accumulated other comprehensive income — — (454 ) (454 ) Net current period other comprehensive income 3,159 — (881 ) 2,278 Foreign exchange rate impact 53 (53 ) — — Balance as of June 30, 2020 $ (13,228 ) $ 6,336 $ 529 $ (6,363 ) ___________________________ (1) Reclassification of amounts related to pension liability adjustments are included as a component of net periodic pension cost. (2) Reclassification of amounts related to cash flow hedges were included as direct costs. |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 3 Months Ended |
Jun. 30, 2020 | |
Segment Reporting [Abstract] | |
Schedule of revenue by segment | The following tables show region information reconciled to consolidated totals, and prepared on the same basis as the Company’s condensed consolidated financial statements (in thousands): Successor Predecessor Three Months Ended June 30, 2020 Three Months Ended June 30, 2019 Region revenue from external customers: Europe Caspian $ 166,993 $ 188,594 Africa 31,722 49,516 Americas 59,114 56,990 Asia Pacific 12,258 37,811 Corporate and other 106 265 Total region revenue (1) $ 270,193 $ 333,176 Intra-region revenue: Europe Caspian $ 2 $ 1,044 Africa — 122 Americas 342 1,311 Asia Pacific — 44 Corporate and other — — Total intra-region revenue $ 344 $ 2,521 Consolidated revenue: Europe Caspian $ 166,995 $ 189,638 Africa 31,722 49,638 Americas 59,456 58,301 Asia Pacific 12,258 37,855 Corporate and other 106 265 Intra-region eliminations (344 ) (2,521 ) Total consolidated revenue (1) $ 270,193 $ 333,176 _____________ (1) The above table represents disaggregated revenue from contracts with customers except for the following (in thousands): Successor Predecessor Three Months Ended June 30, 2020 Three Months Ended June 30, 2019 Region revenue from external customers: Europe Caspian $ 342 $ 304 Africa — — Americas 9,011 7,983 Asia Pacific 74 81 Corporate and other 1,361 — Total region revenue $ 10,788 $ 8,368 |
Operating Performance and Total Assets by Segment | Successor Predecessor Three Months Ended June 30, 2020 Three Months Ended June 30, 2019 Earnings from unconsolidated affiliates, net of losses – equity method investments: Europe Caspian $ 25 $ 171 Americas (2,003 ) 2,176 Total earnings from unconsolidated affiliates, net of losses – equity method investments $ (1,978 ) $ 2,347 Consolidated operating income (loss): Europe Caspian $ 27,312 $ 11,807 Africa 4,849 7,745 Americas (13,002 ) 3,568 Asia Pacific (1,528 ) (12,434 ) Corporate and other (37,032 ) (28,641 ) Gain (loss) on disposal of assets 5,522 (3,787 ) Total consolidated operating income (loss) $ (13,879 ) $ (21,742 ) Depreciation and amortization: Europe Caspian $ 8,212 $ 12,439 Africa 1,317 4,991 Americas 2,955 6,880 Asia Pacific 2,006 3,721 Corporate and other 1,866 3,308 Total depreciation and amortization $ 16,356 $ 31,339 Successor June 30, 2020 March 31, Identifiable assets: Europe Caspian $ 1,189,661 $ 1,096,022 Africa 230,010 235,165 Americas 605,188 319,015 Asia Pacific 123,234 166,229 Corporate and other (2) 103,698 128,830 Total identifiable assets $ 2,251,791 $ 1,945,261 Investments in unconsolidated affiliates – equity method investments: Europe Caspian $ 597 $ 575 Americas 55,578 76,483 Total investments in unconsolidated affiliates – equity method investments $ 56,175 $ 77,058 _____________ (2) Includes $6.8 million and $7.8 million of construction in progress within property and equipment on the Company’s condensed consolidated balance sheets as of June 30 and March 31, 2020 (Successor) , respectively, which primarily represents aircraft modifications and other miscellaneous equipment, tooling and building improvements currently in progress. |
BASIS OF PRESENTATION, CONSOL_4
BASIS OF PRESENTATION, CONSOLIDATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) | Oct. 31, 2019USD ($)flight_hour | Oct. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($)contract | Dec. 07, 2012 |
Item Affected [Line Items] | |||||||
Restricted cash | $ 3,493,000 | $ 2,459,000 | |||||
Allowance for doubtful accounts receivable | 400,000 | 400,000 | |||||
Pre-operating costs | $ 0 | $ 8,800,000 | $ 9,800,000 | ||||
Number of client contracts | contract | 2 | ||||||
Amortization of other deferred charges | $ 2,400,000 | ||||||
Useful lives, hour restriction | flight_hour | 30,000 | ||||||
Minimum | |||||||
Item Affected [Line Items] | |||||||
Useful lives | P5Y | ||||||
Salvage value | 5.00% | 30.00% | |||||
Maximum | |||||||
Item Affected [Line Items] | |||||||
Useful lives | P30Y | P15Y | |||||
Salvage value | 25.00% | 50.00% | |||||
Affiliated Entity | |||||||
Item Affected [Line Items] | |||||||
Allowance for doubtful accounts receivable | 0 | $ 0 | |||||
Post-emergence bankruptcy related payments | |||||||
Item Affected [Line Items] | |||||||
Restricted cash | 800,000 | ||||||
Norway payroll withholding taxes | |||||||
Item Affected [Line Items] | |||||||
Restricted cash | $ 2,700,000 | ||||||
Senior Notes | 7.750% Senior Notes | |||||||
Item Affected [Line Items] | |||||||
Stated interest rate | 7.75% | 7.75% |
BASIS OF PRESENTATION, CONSOL_5
BASIS OF PRESENTATION, CONSOLIDATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Restricted Cash (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Cash and cash equivalents | $ 259,922 | $ 196,662 | ||
Restricted cash | 3,493 | 2,459 | ||
Cash, cash equivalents and restricted | $ 263,415 | $ 199,121 | $ 175,768 | $ 178,055 |
BASIS OF PRESENTATION, CONSOL_6
BASIS OF PRESENTATION, CONSOLIDATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Intangible Assets by Type (Details) $ in Thousands | 3 Months Ended |
Jun. 30, 2020USD ($) | |
Finite-lived Intangible Assets [Roll Forward] | |
Intangible assets - beginning balance | $ 130,027 |
Additions | 13,936 |
Foreign currency translation | (340) |
Intangible assets - ending balance | 143,623 |
Accumulated amortization of intangible assets - beginning balance | (18,754) |
Amortization expense | (7,016) |
Accumulated amortization of intangible assets - ending balance | $ (25,770) |
Weighted average remaining contractual life, in years | 9 years 3 months 18 days |
U.K. SAR customer contract | |
Finite-lived Intangible Assets [Roll Forward] | |
Intangible assets - beginning balance | $ 55,706 |
Additions | 0 |
Foreign currency translation | (171) |
Intangible assets - ending balance | 55,535 |
Accumulated amortization of intangible assets - beginning balance | (3,251) |
Amortization expense | (1,880) |
Accumulated amortization of intangible assets - ending balance | $ (5,131) |
Weighted average remaining contractual life, in years | 6 years 9 months 18 days |
PBH | |
Finite-lived Intangible Assets [Roll Forward] | |
Intangible assets - beginning balance | $ 74,321 |
Additions | 13,936 |
Foreign currency translation | (169) |
Intangible assets - ending balance | 88,088 |
Accumulated amortization of intangible assets - beginning balance | (15,503) |
Amortization expense | (5,136) |
Accumulated amortization of intangible assets - ending balance | $ (20,639) |
Weighted average remaining contractual life, in years | 11 years 10 months 24 days |
BASIS OF PRESENTATION, CONSOL_7
BASIS OF PRESENTATION, CONSOLIDATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Future Amortization Expense (Details) $ in Thousands | Jun. 30, 2020USD ($) |
Future Amortization Exense | |
2021 | $ 20,182 |
2022 | 19,446 |
2023 | 18,961 |
2024 | 17,506 |
2025 | 17,381 |
Thereafter | 24,377 |
Future intangible assets amortization expense | 117,853 |
Maintenance Expense | |
2021 | 14,600 |
2022 | 12,000 |
2023 | 11,500 |
2024 | 10,000 |
2025 | 9,900 |
Thereafter | $ 9,400 |
BUSINESS COMBINATIONS - Narrati
BUSINESS COMBINATIONS - Narrative (Details) $ / shares in Units, $ in Thousands | Jun. 11, 2020USD ($)director$ / shares | Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) | Jan. 24, 2020$ / shares |
Business Acquisition [Line Items] | ||||
Number of directors | director | 8 | |||
Number of directors designated by Bristow | director | 6 | |||
Gain on bargain purchase | $ | $ 75,433 | $ 0 | ||
Era | ||||
Business Acquisition [Line Items] | ||||
Gain on bargain purchase | $ | $ 75,400 | |||
Former Bristow stockholders | Combined Company Common Stock | ||||
Business Acquisition [Line Items] | ||||
Ownership percentage | 77.00% | |||
Era Common Stockholders | Combined Company Common Stock | ||||
Business Acquisition [Line Items] | ||||
Ownership percentage | 23.00% | |||
Era | ||||
Business Acquisition [Line Items] | ||||
Price per share (in USD per share) | $ / shares | $ 5.16 | $ 8.59 |
BUSINESS COMBINATIONS - Schedul
BUSINESS COMBINATIONS - Schedule of Acquisition Date Fair Value (Details) - Era $ in Thousands | Jun. 11, 2020USD ($) |
Business Acquisition [Line Items] | |
Total purchase price | $ 108,340 |
Common stock | |
Business Acquisition [Line Items] | |
Fair value of stock transferred | 106,440 |
Stock awards | |
Business Acquisition [Line Items] | |
Fair value of stock transferred | $ 1,900 |
BUSINESS COMBINATIONS - Sched_2
BUSINESS COMBINATIONS - Schedule of Fair Value of Assets and Liabilities (Details) - Era $ in Thousands | Jun. 11, 2020USD ($) |
Business Acquisition [Line Items] | |
Cash and cash equivalents | $ 120,236 |
Accounts receivable from non-affiliates | 35,079 |
Prepaid expenses and other current assets | 17,598 |
Inventories | 8,826 |
Property and equipment | 214,303 |
Right-of-use assets | 8,395 |
Other assets | 14,305 |
Total assets acquired | 418,742 |
Accounts payable | 9,686 |
Accrued wages, benefits and related taxes | 8,319 |
Income taxes payable | 1,791 |
Deferred revenue | 236 |
Accrued interest | 5,459 |
Current portion of operating lease liabilities | 1,711 |
Other accrued liabilities | 12,943 |
Short-term borrowings and current maturities of long-term debt | 17,485 |
Long-term debt, less current maturities | 136,704 |
Other liabilities and deferred credits | 1,404 |
Deferred taxes | 32,407 |
Long-term operating lease liabilities | 6,845 |
Total liabilities and redeemable noncontrolling interest assumed | 234,990 |
Net assets acquired | $ 183,752 |
BUSINESS COMBINATIONS - Sched_3
BUSINESS COMBINATIONS - Schedule of Acquisition Revenue and Net Loss (Details) - Era $ in Thousands | 1 Months Ended |
Jun. 30, 2020USD ($) | |
Business Acquisition [Line Items] | |
Total revenues | $ 8,861 |
Net loss | $ (4,304) |
BUSINESS COMBINATIONS - Sched_4
BUSINESS COMBINATIONS - Schedule of Pro Forma Consolidated Financial Information (Details) - Era $ in Thousands | 3 Months Ended |
Jun. 30, 2020USD ($) | |
Business Acquisition [Line Items] | |
Total revenues | $ 305,390 |
Net income | 18,547 |
Net income attributable to Bristow Group Inc. | $ 18,642 |
PROPERTY AND EQUIPMENT - Proper
PROPERTY AND EQUIPMENT - Property and Equipment Acquisitions (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Property, Plant and Equipment [Line Items] | ||
Capital expenditures | $ 2,849 | $ 7,439 |
Aircraft and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Capital expenditures | 2,757 | 6,688 |
Land and buildings | ||
Property, Plant and Equipment [Line Items] | ||
Capital expenditures | $ 92 | $ 751 |
PROPERTY AND EQUIPMENT - Prop_2
PROPERTY AND EQUIPMENT - Property and Equipment Disposals (Details) $ in Thousands | 3 Months Ended | |
Jun. 30, 2020USD ($)aircraft | Jun. 30, 2019USD ($)aircraft | |
Property, Plant and Equipment [Abstract] | ||
Number of aircraft sold or disposed of | aircraft | 1 | 2 |
Deposits on assets held for sale | $ 20,000 | $ 0 |
Proceeds from sale or disposal of assets | 11,665 | 3,204 |
Gain (loss) from sale or disposal of assets | $ 5,522 | $ (3,787) |
PROPERTY AND EQUIPMENT - Narrat
PROPERTY AND EQUIPMENT - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 0 | $ 1.4 |
REVENUE RECOGNITION - Narrative
REVENUE RECOGNITION - Narrative (Details) | 3 Months Ended | ||
Jun. 30, 2020USD ($)contract | Jun. 30, 2019USD ($) | Mar. 31, 2020USD ($) | |
Disaggregation of Revenue [Line Items] | |||
Types of contracts | contract | 2 | ||
Revenue recognized | $ 2,500,000 | ||
Contract with customer, liability | 7,300,000 | $ 4,900,000 | |
Contract with customer, asset, after allowance for credit loss | 0 | 0 | |
Contract with customer, performance obligation satisfied in previous period | $ 800,000 | $ 0 | |
Number of capitalized contracts | contract | 2 | ||
Low | |||
Disaggregation of Revenue [Line Items] | |||
Period of service | 1 year | ||
Contract termination notice period | 30 days | ||
High | |||
Disaggregation of Revenue [Line Items] | |||
Period of service | 5 years | ||
Contract termination notice period | 365 days | ||
Revenue | |||
Disaggregation of Revenue [Line Items] | |||
Accounts receivable | $ 150,900,000 | $ 148,300,000 | |
Helicopter contracts | Low | |||
Disaggregation of Revenue [Line Items] | |||
Invoicing payment due period | 30 days | ||
Helicopter contracts | High | |||
Disaggregation of Revenue [Line Items] | |||
Invoicing payment due period | 60 days |
REVENUE RECOGNITION - Schedule
REVENUE RECOGNITION - Schedule of Revenue from third party customers (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Disaggregation of Revenue [Line Items] | ||
Operating revenue from non-affiliates | $ 246,549 | $ 304,130 |
Operating revenue from affiliates | 14,959 | 12,446 |
Reimbursable revenue from non-affiliates | 8,685 | 16,600 |
Revenue | 270,193 | 333,176 |
Revenue | ||
Disaggregation of Revenue [Line Items] | ||
Operating revenue from non-affiliates | 246,126 | 303,733 |
Operating revenue from affiliates | 4,594 | 4,475 |
Reimbursable revenue from non-affiliates | 8,685 | 16,600 |
Revenue | 259,405 | 324,808 |
Revenue not from contract with customer | ||
Disaggregation of Revenue [Line Items] | ||
Operating revenue from non-affiliates | 423 | 397 |
Operating revenue from affiliates | $ 10,365 | $ 7,971 |
REVENUE RECOGNITION - Remaining
REVENUE RECOGNITION - Remaining Performance Obligations (Details) $ in Thousands | Jun. 30, 2020USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, amount | $ 967,130 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, amount | $ 296,676 |
Remaining performance obligation, expected timing | 9 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, amount | $ 215,506 |
Remaining performance obligation, expected timing | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, amount | $ 184,646 |
Remaining performance obligation, expected timing | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, amount | $ 133,505 |
Remaining performance obligation, expected timing | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, amount | $ 136,797 |
Remaining performance obligation, expected timing | |
Helicopter contracts | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, amount | $ 966,152 |
Helicopter contracts | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, amount | $ 295,698 |
Remaining performance obligation, expected timing | 9 months |
Helicopter contracts | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, amount | $ 215,506 |
Remaining performance obligation, expected timing | 1 year |
Helicopter contracts | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, amount | $ 184,646 |
Remaining performance obligation, expected timing | 1 year |
Helicopter contracts | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, amount | $ 133,505 |
Remaining performance obligation, expected timing | 1 year |
Helicopter contracts | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, amount | $ 136,797 |
Remaining performance obligation, expected timing | |
Fixed-wing contracts | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, amount | $ 978 |
Fixed-wing contracts | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, amount | $ 978 |
Remaining performance obligation, expected timing | 9 months |
Fixed-wing contracts | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, amount | $ 0 |
Remaining performance obligation, expected timing | 1 year |
Fixed-wing contracts | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, amount | $ 0 |
Remaining performance obligation, expected timing | 1 year |
Fixed-wing contracts | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, amount | $ 0 |
Remaining performance obligation, expected timing | 1 year |
Fixed-wing contracts | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, amount | $ 0 |
Remaining performance obligation, expected timing |
REVENUE RECOGNITION - Remaini_2
REVENUE RECOGNITION - Remaining Performance Obligations Total (Details) $ in Thousands | Jun. 30, 2020USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total remaining performance obligation, amount | $ 967,130 |
Helicopter contracts | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total remaining performance obligation, amount | 966,152 |
Fixed-wing contracts | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total remaining performance obligation, amount | $ 978 |
VARIABLE INTEREST ENTITIES AN_3
VARIABLE INTEREST ENTITIES AND OTHER INVESTMENTS IN SIGNIFICANT AFFILIATES - VIE Narrative (Details) £ / shares in Units, $ in Thousands, £ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Apr. 30, 2015 | Jul. 31, 2014 | Jun. 30, 2020USD ($)affiliateClass_Of_Shares | Dec. 31, 2013 | Mar. 31, 2020USD ($)Loan | Jun. 30, 2020GBP (£)Class_Of_Shares | Mar. 31, 2019 | May 31, 2004USD ($)shares | May 31, 2004£ / shares | |
Variable Interest Entity [Line Items] | |||||||||
Number of variable interest entities | affiliate | 5 | ||||||||
Deferred interest accrued | $ 943 | $ 832 | |||||||
Bristow Helicopters Leasing Limited And Sakhalin Bristow Air Services Ltd | |||||||||
Variable Interest Entity [Line Items] | |||||||||
Noncontrolling ownership percentage | 60.00% | ||||||||
Bristow Aviation Holdings Limited | VIE, primary beneficiary | |||||||||
Variable Interest Entity [Line Items] | |||||||||
Ownership percentage in Variable Interest Entity | 49.00% | ||||||||
Number of class of shares | Class_Of_Shares | 3 | 3 | |||||||
Purchase of deferred stock shares (in shares) | shares | 8,000,000 | ||||||||
Business acquisition share price (in USD per share) | £ / shares | £ 1 | ||||||||
Total amount paid for deferred shares | $ 14,400 | ||||||||
Principal amount of subordinated unsecured loan stock | $ 112,400 | £ 91 | |||||||
Interest rate on unsecured loan | 13.50% | ||||||||
Deferred interest accrued | $ 2,775,938 | $ 2,697,878 | |||||||
Call option price held by noncontrolling interest | £ | £ 1 | ||||||||
Call option rate over LIBOR | 3.00% | 3.00% | |||||||
Bristow Helicopters Nigeria Ltd | |||||||||
Variable Interest Entity [Line Items] | |||||||||
Variable Interest Entity, Qualitative or Quantitative Information, Purchased Percentage From Third Party | 8.00% | ||||||||
Bristow Helicopters Nigeria Ltd | VIE, primary beneficiary | |||||||||
Variable Interest Entity [Line Items] | |||||||||
Ownership percentage in Variable Interest Entity | 48.00% | ||||||||
Pan African Airlines Nigeria Ltd | VIE, primary beneficiary | |||||||||
Variable Interest Entity [Line Items] | |||||||||
Ownership percentage in Variable Interest Entity | 50.17% | ||||||||
Impigra Aviation Holdings Limited | VIE, primary beneficiary | |||||||||
Variable Interest Entity [Line Items] | |||||||||
Ownership percentage in Variable Interest Entity | 100.00% | ||||||||
Impigra Aviation Holdings Limited | Bristow Aviation Holdings Limited | |||||||||
Variable Interest Entity [Line Items] | |||||||||
Ownership percentage in Variable Interest Entity | 51.00% | 51.00% | |||||||
Number of loans | Loan | 2 | ||||||||
Nigerian Company | Bristow Helicopters Nigeria Ltd | |||||||||
Variable Interest Entity [Line Items] | |||||||||
Ownership percentage in Variable Interest Entity | 50.00% | 19.00% | |||||||
Variable Interest Entity, Qualitative or Quantitative Information, Purchased Percentage From Third Party | 2.00% | 29.00% | |||||||
Nigerian Employees | Nigerian Company | |||||||||
Variable Interest Entity [Line Items] | |||||||||
Noncontrolling ownership percentage | 100.00% | 100.00% | |||||||
Employee Trust Fund | Bristow Helicopters Nigeria Ltd | |||||||||
Variable Interest Entity [Line Items] | |||||||||
Ownership percentage in Variable Interest Entity | 2.00% |
VARIABLE INTEREST ENTITIES AN_4
VARIABLE INTEREST ENTITIES AND OTHER INVESTMENTS IN SIGNIFICANT AFFILIATES - Balance Sheets of VIEs (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Mar. 31, 2020 |
Variable Interest Entity [Line Items] | ||
Cash and cash equivalents | $ 259,922 | $ 196,662 |
Restricted cash | 3,493 | 2,459 |
Inventories | 110,086 | 82,419 |
Prepaid expenses and other current assets | 30,366 | 29,527 |
Total current assets | 661,088 | 524,151 |
Investment in unconsolidated affiliates | 89,175 | 110,058 |
Property and equipment, net | 1,060,083 | 876,754 |
Right-of-use asset | 297,072 | 305,962 |
Other assets | 144,373 | 128,336 |
Total assets | 2,251,791 | 1,945,261 |
Accounts payable | 61,983 | 52,110 |
Accrued interest | 943 | 832 |
Short-term borrowings and current maturities of long-term debt | 63,541 | 45,739 |
Total current liabilities | 358,226 | 297,978 |
Long-term debt, less current maturities | 582,264 | 515,385 |
Accrued pension liabilities | 13,145 | 17,855 |
Other liabilities and deferred credits | 6,051 | 4,490 |
Long-term operating lease liabilities | 214,125 | 224,595 |
VIE, primary beneficiary | Bristow Aviation Holdings Limited | ||
Variable Interest Entity [Line Items] | ||
Cash and cash equivalents | 107,640 | 110,385 |
Restricted cash | 2,720 | 1,686 |
Accounts receivable | 557,828 | 297,962 |
Inventories | 58,602 | 55,166 |
Prepaid expenses and other current assets | 23,979 | 27,851 |
Total current assets | 750,769 | 493,050 |
Investment in unconsolidated affiliates | 597 | 575 |
Property and equipment, net | 280,395 | 285,142 |
Right-of-use asset | 167,920 | 54,333 |
Other assets | 212,704 | 196,996 |
Total assets | 1,412,385 | 1,030,096 |
Accounts payable | 510,521 | 497,867 |
Accrued liabilities | 91,102 | 91,220 |
Accrued interest | 2,775,938 | 2,697,878 |
Short-term borrowings and current maturities of long-term debt | 7,904 | 7,904 |
Total current liabilities | 3,385,465 | 3,294,869 |
Long-term debt, less current maturities | 442,544 | 441,665 |
Accrued pension liabilities | 13,145 | 17,855 |
Other liabilities and deferred credits | 11 | 0 |
Long-term operating lease liabilities | 35,414 | 38,228 |
Total Liabilities | $ 3,876,579 | $ 3,792,617 |
VARIABLE INTEREST ENTITIES AN_5
VARIABLE INTEREST ENTITIES AND OTHER INVESTMENTS IN SIGNIFICANT AFFILIATES - Statements of Operations of VIEs (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Variable Interest Entity [Line Items] | ||
Revenue | $ 270,193 | $ 333,176 |
Net loss | 71,404 | (169,088) |
VIE, primary beneficiary | Bristow Aviation Holdings Limited | ||
Variable Interest Entity [Line Items] | ||
Revenue | 225,619 | 295,155 |
Operating income | 17,291 | 11,280 |
Net loss | $ (61,335) | $ (362,848) |
VARIABLE INTEREST ENTITIES AN_6
VARIABLE INTEREST ENTITIES AND OTHER INVESTMENTS IN SIGNIFICANT AFFILIATES - Other Significant Affiliates - Unconsolidated (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2020 | Mar. 31, 2020 | |
Schedule of Equity Method Investments [Line Items] | ||
Investment in unconsolidated affiliates | $ 56,175 | $ 77,058 |
Petroleum Air Services | ||
Schedule of Equity Method Investments [Line Items] | ||
Ownership percentage in unconsolidated affiliates | 25.00% | |
Investment in unconsolidated affiliates | $ 33,000 | $ 33,000 |
Lider | ||
Schedule of Equity Method Investments [Line Items] | ||
Impairment of investment in unconsolidated affiliates | $ 18,700 |
VARIABLE INTEREST ENTITIES AN_7
VARIABLE INTEREST ENTITIES AND OTHER INVESTMENTS IN SIGNIFICANT AFFILIATES - Schedule of Loss on Sale of Subsidiaries (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Loss on sale of subsidiaries | $ 0 | $ (56,303) |
Eastern Airways | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Loss on sale of subsidiaries | (46,852) | |
Aviashelf and Bristow Helicopters Leasing Limited | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Loss on sale of subsidiaries | $ (9,451) |
VARIABLE INTEREST ENTITIES AN_8
VARIABLE INTEREST ENTITIES AND OTHER INVESTMENTS IN SIGNIFICANT AFFILIATES - Loss on Sale of Subsidiaries Narrative (Details) $ in Thousands, £ in Millions | May 10, 2019GBP (£) | Jun. 30, 2019USD ($) | Apr. 30, 2019USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019affiliate |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Loss on sale of subsidiaries | $ 0 | $ 56,303 | ||||
Eastern Airways | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Consideration paid | £ | £ 17.1 | |||||
Non solicitation of key employees period | 12 months | |||||
Right to appoint observer to board of directors period | 12 months | |||||
Transition services coverage period | 12 months | |||||
Loss on sale of subsidiaries | 46,852 | |||||
Write off of net assets | 35,000 | |||||
Write off of cumulative translation adjustment | 11,900 | |||||
Aviashelf Aviation Co. | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Proceeds from divestiture of businesses | $ 2,600 | |||||
Bristow Helicopters Leasing Limited And Sakhalin Bristow Air Services Ltd | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Proceeds from divestiture of businesses | $ 1,400 | |||||
Aviashelf and Bristow Helicopters Leasing Limited | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Loss on sale of subsidiaries | 9,451 | |||||
Write off of net assets | 2,300 | |||||
Write off of cumulative translation adjustment | $ 7,200 | |||||
Aviashelf Aviation Co. | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Noncontrolling ownership percentage | 48.50% | |||||
Option to acquire additional interest in afiliate | 8.50% | |||||
Bristow Helicopters Leasing Limited And Sakhalin Bristow Air Services Ltd | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Noncontrolling ownership percentage | 60.00% | |||||
Number of joint ventures | affiliate | 2 |
DEBT - Schedule of Debt (Detail
DEBT - Schedule of Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 07, 2012 |
Debt Instrument [Line Items] | |||
Long-term debt | $ 645,805 | $ 561,124 | |
Less short-term borrowings and current maturities of long-term debt | (63,541) | (45,739) | |
Total long-term debt | 582,264 | 515,385 | |
Secured Debt | |||
Debt Instrument [Line Items] | |||
Long-term debt | 17,485 | 0 | |
Secured Debt | Era | |||
Debt Instrument [Line Items] | |||
Long-term debt | 17,900 | ||
Secured Debt | PK Air Debt | |||
Debt Instrument [Line Items] | |||
Long-term debt | 202,811 | 207,326 | |
Secured Debt | Macquarie Debt | |||
Debt Instrument [Line Items] | |||
Long-term debt | 146,695 | 148,165 | |
Secured Debt | Lombard Debt | |||
Debt Instrument [Line Items] | |||
Long-term debt | 134,468 | 136,180 | |
Secured Debt | Airnorth Debt | |||
Debt Instrument [Line Items] | |||
Long-term debt | 7,172 | 7,618 | |
Secured Debt | Humberside Debt | |||
Debt Instrument [Line Items] | |||
Long-term debt | 334 | 335 | |
Senior Notes | 7.750% Senior Notes | |||
Debt Instrument [Line Items] | |||
Long-term debt | 136,840 | 0 | |
Total long-term debt | $ 136,800 | ||
Stated interest rate | 7.75% | 7.75% | |
Senior Notes | 7.750% Senior Notes | Era | |||
Debt Instrument [Line Items] | |||
Long-term debt | 142,000 | ||
Term Loan | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 0 | $ 61,500 |
DEBT - Narrative (Details)
DEBT - Narrative (Details) | Jun. 11, 2020USD ($) | Dec. 07, 2012USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) | Dec. 31, 2010USD ($)promissory_note | Jun. 04, 2020USD ($) | Mar. 31, 2020USD ($) | Oct. 31, 2019USD ($) | May 11, 2019 | Apr. 17, 2018USD ($)subsidiary | Dec. 31, 2015USD ($) |
Debt Instrument [Line Items] | ||||||||||||
Repayments of debt | $ 73,387,000 | $ 5,821,000 | ||||||||||
Long-term debt | $ 645,805,000 | 645,805,000 | $ 561,124,000 | |||||||||
Total long-term debt | 582,264,000 | 582,264,000 | 515,385,000 | |||||||||
Write off of debt issuance costs | 0 | 2,625,000 | ||||||||||
Secured Debt | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Long-term debt | 17,485,000 | 17,485,000 | 0 | |||||||||
Number of promissory notes | promissory_note | 2 | |||||||||||
Periodic payment | 100,000 | |||||||||||
Reduction of final payment | 100,000 | |||||||||||
Secured Debt | PK Air Debt | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Repayments of debt | 5,300,000 | |||||||||||
Long-term debt | 202,811,000 | 202,811,000 | 207,326,000 | |||||||||
Secured Debt | Macquarie Debt | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Repayments of debt | 2,400,000 | |||||||||||
Long-term debt | 146,695,000 | 146,695,000 | 148,165,000 | |||||||||
Secured Debt | Lombard Debt | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Repayments of debt | 3,000,000 | |||||||||||
Long-term debt | $ 134,468,000 | 134,468,000 | 136,180,000 | |||||||||
Secured Debt | Promissory Note One | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Long-term debt, gross | $ 27,000,000 | $ 19,000,000 | ||||||||||
Final payment | 12,800,000 | |||||||||||
Secured Debt | Promissory Note Two | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Long-term debt, gross | $ 11,700,000 | $ 5,900,000 | ||||||||||
Final payment | $ 4,000,000 | |||||||||||
Senior Notes | 7.750% Senior Notes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Stated interest rate | 7.75% | 7.75% | 7.75% | |||||||||
Face amount | $ 200,000,000 | |||||||||||
Proceeds from issuance of long-term debt | $ 191,900,000 | |||||||||||
Long-term debt | $ 136,840,000 | $ 136,840,000 | 0 | |||||||||
Total long-term debt | 136,800,000 | 136,800,000 | ||||||||||
Write off of debt issuance costs | 1,100,000 | |||||||||||
Write-off of unamortized discount | 800,000 | |||||||||||
Term Loan | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Repayments of debt | $ 61,500,000 | |||||||||||
Long-term debt | $ 0 | $ 0 | $ 61,500,000 | |||||||||
Prepayment of premium | $ 600,000 | |||||||||||
Convertible Debt | 4½% Convertible Senior Notes due 2023 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Stated interest rate | 4.50% | 4.50% | ||||||||||
Effective percentage | 11.00% | |||||||||||
Contractual interest expense | 1,600,000 | |||||||||||
Increase in accrued interest | $ 900,000 | |||||||||||
Revolving Credit Facility | ABL Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Number of borrowers | subsidiary | 2 | |||||||||||
Current borrowing capacity | $ 75,000,000 | |||||||||||
Availability block capacity | 15,000,000 | |||||||||||
Maximum borrowing capacity | $ 115,000,000 | $ 100,000,000 | ||||||||||
Outstanding borrowings | $ 0 | $ 0 | ||||||||||
Aggregate face amount outstanding | 10,000,000 | 10,000,000 | ||||||||||
Revolving Credit Facility | ABL Facility | Minimum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maximum borrowing capacity | $ 80,000,000 | |||||||||||
Revolving Credit Facility | ABL Facility | Maximum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maximum borrowing capacity | $ 85,000,000 | |||||||||||
Carrying amount | Senior Notes | 7.750% Senior Notes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Long-term debt | $ 144,100,000 | $ 144,100,000 |
DEBT - Schedules of convertible
DEBT - Schedules of convertible debt (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Debt Instrument [Line Items] | ||
Amortization of debt discount | $ 3,619 | $ 850 |
Convertible Debt | 4½% Convertible Senior Notes due 2023 | ||
Debt Instrument [Line Items] | ||
Contractual coupon interest | 715 | |
Amortization of debt discount | 648 | |
Total interest expense | $ 1,363 |
FAIR VALUE DISCLOSURES - Schedu
FAIR VALUE DISCLOSURES - Schedule Of Assets At Fair Value On A Recurring Basis (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Jun. 30, 2020 | Mar. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | $ 5,166 | $ 5,074 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 2,721 | 2,327 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 2,445 | 2,747 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 0 | 0 |
Prepaid expenses and other current assets | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative financial instruments | 2,445 | 2,747 |
Prepaid expenses and other current assets | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative financial instruments | 0 | 0 |
Prepaid expenses and other current assets | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative financial instruments | 2,445 | 2,747 |
Prepaid expenses and other current assets | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative financial instruments | 0 | 0 |
Other assets | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Rabbi Trust investments | 2,721 | 2,327 |
Other assets | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Rabbi Trust investments | 2,721 | 2,327 |
Other assets | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Rabbi Trust investments | 0 | 0 |
Other assets | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Rabbi Trust investments | $ 0 | $ 0 |
FAIR VALUE DISCLOSURES - Rollfo
FAIR VALUE DISCLOSURES - Rollforward of Preferred Stock Embedded Derivative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2020 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 286,182 | |
Change in fair value | (15,416) | |
Preferred stock shares conversion | (266,846) | |
Share repurchases | (3,920) | |
Ending balance | $ 286,182 | $ 0 |
FAIR VALUE DISCLOSURES - Sche_2
FAIR VALUE DISCLOSURES - Schedule Of Assets At Fair Value On A Nonrecurring Basis (Details) - Nonrecurring - USD ($) | 3 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Inventories | $ 634,000 | |
Total assets | 634,000 | $ 0 |
Loss on inventory | 525,000 | |
Loss on total assets | 525,000 | |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Inventories | 0 | |
Total assets | 0 | |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Inventories | 0 | |
Total assets | 0 | |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Inventories | 634,000 | |
Total assets | $ 634,000 |
FAIR VALUE DISCLOSURES - Narrat
FAIR VALUE DISCLOSURES - Narrative (Details) $ in Thousands | Jun. 11, 2020USD ($)shares | Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Settlement premium, internal rate of return | 17.00% | ||
Multiple of invested capital | 2.1 | ||
Paid-in-kind dividends, perpetual preferred | 10.00% | ||
Change in fair value of preferred stock derivative liability | $ | $ 15,400 | $ (15,416) | $ 0 |
Make whole redemption percentage | 102.00% | ||
Call right, conversion of preferred stock ratio | 5.17962 | ||
New Preferred Stock | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Stock repurchased (in shares) | 98,784 | ||
Common stock | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Stock repurchased (in shares) | 142,721 | ||
Minimum | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Settlement premium, internal rate of return | 14.00% | ||
Exit term | 6 years | 3 years | |
Maximum | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Settlement premium, internal rate of return | 17.00% | ||
Exit term | 5 years | ||
Risk Free Rate | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Measurement input | 0.0038 | ||
Price Volatility | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Measurement input | 0.85 |
FAIR VALUE DISCLOSURES - Fair V
FAIR VALUE DISCLOSURES - Fair Value of Debt (Details) - USD ($) | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 07, 2012 |
Senior Notes | 7.750% Senior Notes | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Stated interest rate | 7.75% | 7.75% | |
Carrying Value | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | $ 645,805,000 | $ 561,124,000 | |
Carrying Value | Secured Debt | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 17,485,000 | ||
Carrying Value | Secured Debt | PK Air Debt | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 202,811,000 | 207,326,000 | |
Carrying Value | Secured Debt | Macquarie Debt | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 146,695,000 | 148,165,000 | |
Carrying Value | Secured Debt | Lombard Debt | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 134,468,000 | 136,180,000 | |
Carrying Value | Secured Debt | Airnorth Debt | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 7,172,000 | 7,618,000 | |
Carrying Value | Secured Debt | Humberside Debt | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 334,000 | 335,000 | |
Carrying Value | Senior Notes | 7.750% Senior Notes | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 136,840,000 | ||
Carrying Value | Term Loan | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 61,500,000 | ||
Level 1 | Fair Value | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 0 | 0 | |
Level 1 | Fair Value | Secured Debt | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 0 | ||
Level 1 | Fair Value | Secured Debt | PK Air Debt | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 0 | 0 | |
Level 1 | Fair Value | Secured Debt | Macquarie Debt | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 0 | 0 | |
Level 1 | Fair Value | Secured Debt | Lombard Debt | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 0 | 0 | |
Level 1 | Fair Value | Secured Debt | Airnorth Debt | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 0 | 0 | |
Level 1 | Fair Value | Secured Debt | Humberside Debt | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 0 | 0 | |
Level 1 | Fair Value | Senior Notes | 7.750% Senior Notes | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 0 | ||
Level 1 | Fair Value | Term Loan | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 0 | ||
Level 2 | Fair Value | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 637,337,000 | 505,038,000 | |
Level 2 | Fair Value | Secured Debt | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 17,485,000 | ||
Level 2 | Fair Value | Secured Debt | PK Air Debt | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 196,507,000 | 180,290,000 | |
Level 2 | Fair Value | Secured Debt | Macquarie Debt | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 148,100,000 | 138,133,000 | |
Level 2 | Fair Value | Secured Debt | Lombard Debt | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 135,369,000 | 122,165,000 | |
Level 2 | Fair Value | Secured Debt | Airnorth Debt | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 7,143,000 | 7,221,000 | |
Level 2 | Fair Value | Secured Debt | Humberside Debt | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 335,000 | 335,000 | |
Level 2 | Fair Value | Senior Notes | 7.750% Senior Notes | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 132,398,000 | ||
Level 2 | Fair Value | Term Loan | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 56,894,000 | ||
Level 3 | Fair Value | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 0 | 0 | |
Level 3 | Fair Value | Secured Debt | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 0 | ||
Level 3 | Fair Value | Secured Debt | PK Air Debt | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 0 | 0 | |
Level 3 | Fair Value | Secured Debt | Macquarie Debt | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 0 | 0 | |
Level 3 | Fair Value | Secured Debt | Lombard Debt | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 0 | 0 | |
Level 3 | Fair Value | Secured Debt | Airnorth Debt | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 0 | 0 | |
Level 3 | Fair Value | Secured Debt | Humberside Debt | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 0 | 0 | |
Level 3 | Fair Value | Senior Notes | 7.750% Senior Notes | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | $ 0 | ||
Level 3 | Fair Value | Term Loan | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | $ 0 |
FAIR VALUE DISCLOSURES - Sche_3
FAIR VALUE DISCLOSURES - Schedule of Unamortized Debt Discount (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 07, 2012 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Unamortized discount | $ 54,212 | $ 50,660 | |
PK Air Debt | Secured Debt | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Unamortized discount | 11,860 | 12,620 | |
Macquarie Debt | Secured Debt | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Unamortized discount | 10,133 | 11,063 | |
7.750% Senior Notes | Senior Notes | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Unamortized discount | $ 7,247 | 0 | |
Stated interest rate | 7.75% | 7.75% | |
Lombard Debt | Secured Debt | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Unamortized discount | $ 24,521 | 26,372 | |
Airnorth Debt | Secured Debt | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Unamortized discount | $ 451 | $ 605 |
DERIVATIVE FINANCIAL INSTRUME_3
DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES - Narrative (Details) $ in Thousands, £ in Millions | Jun. 11, 2020USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2020GBP (£) | Mar. 31, 2020GBP (£) | Oct. 31, 2019GBP (£) | Mar. 31, 2019GBP (£) |
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Change in fair value of preferred stock derivative liability | $ 15,400 | $ (15,416) | $ 0 | ||||
Foreign Exchange Contract | |||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Derivative asset, notional amount | £ | £ 5 | £ 5 | £ 5 | £ 5 | |||
Gain in accumulated OCI loss, expected to be reclassified into earnings | $ 500 |
DERIVATIVE FINANCIAL INSTRUME_4
DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES - Fair Value Derivative Instruments Table (Details) - Foreign Exchange Contract - USD ($) $ in Thousands | Jun. 30, 2020 | Mar. 31, 2020 |
Foreign Currency Fair Value Hedge Derivative [Line Items] | ||
Derivative financial instruments | $ 2,445 | $ 2,747 |
Gross amounts offset in the Balance Sheet | 0 | 0 |
Net amounts of assets and liabilities presented in the Balance Sheet | 2,445 | 2,747 |
Designated as Hedging Instrument | ||
Foreign Currency Fair Value Hedge Derivative [Line Items] | ||
Derivative financial instruments | 2,445 | 2,747 |
Not Designated as Hedging Instrument | ||
Foreign Currency Fair Value Hedge Derivative [Line Items] | ||
Derivative financial instruments | 0 | 0 |
Prepaid expenses and other current assets | ||
Foreign Currency Fair Value Hedge Derivative [Line Items] | ||
Derivative financial instruments | 2,445 | 2,747 |
Gross amounts offset in the Balance Sheet | 0 | 0 |
Net amounts of assets and liabilities presented in the Balance Sheet | 2,445 | 2,747 |
Prepaid expenses and other current assets | Designated as Hedging Instrument | ||
Foreign Currency Fair Value Hedge Derivative [Line Items] | ||
Derivative financial instruments | 2,445 | 2,747 |
Prepaid expenses and other current assets | Not Designated as Hedging Instrument | ||
Foreign Currency Fair Value Hedge Derivative [Line Items] | ||
Derivative financial instruments | $ 0 | $ 0 |
DERIVATIVE FINANCIAL INSTRUME_5
DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES - Derivative AOCI Table (Details) - Unrealized gain (loss) on cash flow hedges $ in Thousands | 3 Months Ended |
Jun. 30, 2020USD ($) | |
Derivative Instruments, Gain (Loss) [Line Items] | |
Other comprehensive income before reclassification | $ (427) |
Amount of loss reclassified from accumulated other comprehensive loss into earnings | $ 454 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Narrative (Details) $ in Millions | Jun. 30, 2020USD ($)helicopter |
Other Commitments [Line Items] | |
Additional helicopters | helicopter | 10 |
Aircraft | |
Other Commitments [Line Items] | |
Purchase obligations | $ 81.2 |
Deposits paid on options not yet exercised | 1.3 |
Unrecorded unconditional purchase obligation balance sheet amount related to liquidated damage | 2.1 |
Other Commitments | |
Other Commitments [Line Items] | |
Purchase obligations | $ 15 |
AW189 Heavy Helicopters | |
Other Commitments [Line Items] | |
Number of helicopters | helicopter | 3 |
AW169 Light Twin Helicopters | |
Other Commitments [Line Items] | |
Number of helicopters | helicopter | 5 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Separation Programs (Details) - Involuntary separation program - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Restructuring Cost and Reserve [Line Items] | ||
Severance costs | $ 3,011 | $ 1,617 |
Operating expense | ||
Restructuring Cost and Reserve [Line Items] | ||
Severance costs | 2,881 | 1,463 |
General and administrative | ||
Restructuring Cost and Reserve [Line Items] | ||
Severance costs | $ 130 | $ 154 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) $ in Millions | 3 Months Ended | |
Jun. 30, 2020USD ($)aircrafthelicopter | Jun. 30, 2019USD ($) | |
Lessee, Lease, Description [Line Items] | ||
Term of contract | 180 months | |
Number of units | aircraft | 45 | |
Renewal term | 60 months | |
Leasing From Related Party | VIH Aviation Group | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease, cost | $ 3.4 | $ 4.5 |
Leasing From Related Party | VIH Helicopters USA, Inc | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease, cost | $ 0.1 | $ 0.1 |
S-92 | Leasing From Related Party | VIH Aviation Group | ||
Lessee, Lease, Description [Line Items] | ||
Number of units | aircraft | 6 | |
AW139 | Leasing From Related Party | VIH Aviation Group | ||
Lessee, Lease, Description [Line Items] | ||
Number of units | aircraft | 1 | |
H225 Aircraft | ||
Lessee, Lease, Description [Line Items] | ||
Number of aircraft lease rejections | aircraft | 4 | |
Lease return costs | $ 4.3 | |
Sales-type lease, number of assets | helicopter | 4 | |
Interest income | $ 0.1 | |
Lease receivable | $ 13.4 | |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Term of contract | 1 year | |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Term of contract | 59 years |
LEASES - Operating Lease Maturi
LEASES - Operating Lease Maturity Table (Details) $ in Thousands | Jun. 30, 2020USD ($) |
Operating Leased Assets [Line Items] | |
2021 | $ 74,185 |
2022 | 85,725 |
2023 | 66,751 |
2024 | 53,716 |
2025 | 34,338 |
Thereafter | 27,334 |
Operating lease liability payments due | 342,049 |
Aircraft leases | |
Operating Leased Assets [Line Items] | |
2021 | 66,042 |
2022 | 77,249 |
2023 | 58,595 |
2024 | 46,005 |
2025 | 28,370 |
Thereafter | 2,169 |
Operating lease liability payments due | 278,430 |
Other leases | |
Operating Leased Assets [Line Items] | |
2021 | 8,143 |
2022 | 8,476 |
2023 | 8,156 |
2024 | 7,711 |
2025 | 5,968 |
Thereafter | 25,165 |
Operating lease liability payments due | $ 63,619 |
LEASES - Operating Leases (Deta
LEASES - Operating Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Mar. 31, 2020 | |
Leases [Abstract] | |||
Right-of-use asset | $ 297,072 | $ 305,962 | |
Current portion of operating lease liabilities | 81,953 | 81,484 | |
Operating lease liabilities | 214,125 | 224,595 | |
Total operating lease liabilities | $ 296,078 | $ 306,079 | |
Weighted average remaining lease term | 5 years | 4 years | |
Weighted average discount rate | 6.26% | 6.27% | |
Cash paid for operating leases | $ 27,808 | $ 36,650 | |
ROU assets obtained in exchange for lease obligations | $ 4,217 | $ 48,068 |
LEASES - Operating Lease Terms
LEASES - Operating Lease Terms Table (Details) | 3 Months Ended |
Jun. 30, 2020aircraft | |
Operating Leased Assets [Line Items] | |
Number of units | 45 |
Nine months ending March 31, 2021 to fiscal year 2022 | |
Operating Leased Assets [Line Items] | |
Number of units | 16 |
Fiscal year 2023 to fiscal year 2024 | |
Operating Leased Assets [Line Items] | |
Number of units | 19 |
Fiscal year 2025 to fiscal year 2026 | |
Operating Leased Assets [Line Items] | |
Number of units | 10 |
LEASES - Rent Expense (Details)
LEASES - Rent Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
All operating leases | ||
Lessee, Lease, Description [Line Items] | ||
Rent expense | $ 30,906 | $ 52,189 |
Aircraft leases | ||
Lessee, Lease, Description [Line Items] | ||
Rent expense | $ 26,012 | $ 46,447 |
TAXES (Details)
TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Operating Loss Carryforwards [Line Items] | ||
Effective income tax rate | (4.80%) | 8.40% |
Income tax expense (benefit) | $ (3,290) | $ (15,507) |
Valuation allowance, deferred tax asset, increase (decrease), amount | (9,100) | $ (300) |
Business Interest Expense | ||
Operating Loss Carryforwards [Line Items] | ||
Valuation allowance, deferred tax asset, increase (decrease), amount | (5,800) | |
Foreign Tax Authority | ||
Operating Loss Carryforwards [Line Items] | ||
Valuation allowance, deferred tax asset, increase (decrease), amount | (3,300) | |
Lider | ||
Operating Loss Carryforwards [Line Items] | ||
Income tax expense (benefit) | 3,900 | |
Era | ||
Operating Loss Carryforwards [Line Items] | ||
Income tax expense (benefit) | $ (15,800) |
SHARE-BASED COMPENSATION AND _3
SHARE-BASED COMPENSATION AND OTHER EMPLOYEE BENEFIT PLANS - Components of Net Periodic Pension Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | ||
Service cost for benefits earned during the period | $ 291 | $ 159 |
Interest cost on pension benefit obligation | 2,242 | 2,919 |
Expected return on assets | (3,106) | (4,005) |
Prior service costs | 0 | 35 |
Amortization of unrecognized losses | 0 | 2,061 |
Net periodic pension cost (benefit) | $ (573) | $ 1,169 |
SHARE-BASED COMPENSATION AND _4
SHARE-BASED COMPENSATION AND OTHER EMPLOYEE BENEFIT PLANS - Narrative (Details) $ / shares in Units, $ in Thousands | Jun. 17, 2020$ / sharesshares | Jun. 11, 2020shares | Jun. 30, 2020USD ($)$ / shares | Jun. 30, 2019USD ($) | Mar. 31, 2020shares | Aug. 22, 2019USD ($)Employee | May 10, 2019shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Expected employer contributions | $ | $ 16,400 | ||||||
Employer contributions | $ | 3,700 | ||||||
Reserved for future issuance | 10,646,729 | ||||||
Stock-based compensation | $ | 5,185 | $ 824 | |||||
Non-Executive KEIP | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of employees | Employee | 183 | ||||||
Percent contingent on financial targets | 50.00% | ||||||
Percent contingent on continued employment | 50.00% | ||||||
Management Incentive Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock-based compensation | $ | 4,900 | ||||||
Management Incentive Plan | Severance Agreements | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock-based compensation | $ | 1,300 | ||||||
Era legacy awards | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock-based compensation | $ | $ 300 | ||||||
Restricted preferred stock | Management Incentive Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Granted (in shares) | 312,606 | ||||||
Restricted stock awards | Management Incentive Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Granted (in shares) | 656,617 | 188,210 | |||||
Shares vested (in shares) | 73,131 | ||||||
Shares forfeited (in shares) | 227,884 | ||||||
Restricted stock awards | Era legacy awards | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares consolidated from Era Group (in shares) | 151,768 | ||||||
Common stock options | Management Incentive Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares granted (in shares) | 113,081 | ||||||
Options vested (in shares) | 48,448 | ||||||
Options forfeited (in shares) | 151,307 | ||||||
Preferred stock options | Management Incentive Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares granted (in shares) | 265,049 | ||||||
Performance restricted stock | Management Incentive Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Granted (in shares) | 150,001 | ||||||
Grant date fair value (in dollars per share) | $ / shares | $ 7.73 | ||||||
Vesting period | 3 years | ||||||
Stock options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Options forfeited (in shares) | 145,263 | ||||||
Weighted average grant-date fair value of options granted (in dollars per share) | $ / shares | $ 10.99 | ||||||
Stock options | Management Incentive Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares granted (in shares) | 150,001 | 433,283 | |||||
Weighted average grant-date fair value of options granted (in dollars per share) | $ / shares | $ 10.99 | ||||||
At threshold | Executive KEIP | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Cash award amount | $ | $ 3,100 | ||||||
At threshold | Non-Executive KEIP | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Cash award amount | $ | 7,700 | ||||||
At target | Executive KEIP | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Cash award amount | $ | 6,100 | ||||||
At target | Non-Executive KEIP | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Cash award amount | $ | 10,300 | ||||||
Exceeding target | Executive KEIP | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Cash award amount | $ | 12,300 | ||||||
Exceeding target | Non-Executive KEIP | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Cash award amount | $ | $ 15,400 |
SHARE-BASED COMPENSATION AND _5
SHARE-BASED COMPENSATION AND OTHER EMPLOYEE BENEFIT PLANS - Assumptions Used (Details) - Stock options | 3 Months Ended |
Jun. 30, 2020$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk free interest rate | 0.50% |
Expected life (years) | 6 years 6 months |
Volatility | 80.00% |
Weighted average exercise price of options granted (in dollars per share) | $ 15.76 |
Weighted average grant-date fair value of options granted (in dollars per share) | $ 10.99 |
STOCKHOLDERS' INVESTMENT, EAR_3
STOCKHOLDERS' INVESTMENT, EARNINGS PER SHARE AND ACCUMULATED OTHER COMPREHENSIVE INCOME - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 11, 2020 | Jun. 30, 2020 | Jun. 10, 2020 | Mar. 31, 2020 | Oct. 31, 2019 | |
Class of Stock [Line Items] | ||||||
Common stock, shares outstanding (in shares) | 30,882,471 | 30,288,972 | 11,092,845 | 11,235,535 | ||
Common stock, shares issued (in shares) | 30,882,471 | 30,288,972 | 11,092,845 | |||
Preferred stock, shares issued (in shares) | 0 | 6,725,798 | ||||
Preferred stock, shares outstanding (in shares) | 0 | 6,725,798 | ||||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.0001 | |||
Preferred stock, par value (in dollars per share) | $ 0.0001 | |||||
Mezzanine equity, initial fair value | $ 618,900 | |||||
Derivative liability | 470,300 | |||||
Mezzanine equity, fair value | $ 0 | $ 149,785 | 148,600 | |||
Common stock | $ 303 | $ 1 | [1] | |||
Conversion rate of stock (in shares) | 5.179562 | |||||
Restricted Stock Awards | ||||||
Class of Stock [Line Items] | ||||||
Shares canceled (in shares) | 217,899 | |||||
Shares vested, accelerated (in shares) | 145,604 | |||||
Stock options | ||||||
Class of Stock [Line Items] | ||||||
Options canceled (in shares) | 145,263 | |||||
Legacy Bristow stockholders | ||||||
Class of Stock [Line Items] | ||||||
Common stock, shares issued (in shares) | 24,195,693 | |||||
Carrying amount | ||||||
Class of Stock [Line Items] | ||||||
Derivative liability | 270,800 | |||||
Common stock | $ 270,700 | |||||
[1] | Share information displayed as of March 31, 2020 does not take into account the impact of the 3:1 reverse stock split or the Merger. |
STOCKHOLDERS' INVESTMENT, EAR_4
STOCKHOLDERS' INVESTMENT, EARNINGS PER SHARE AND ACCUMULATED OTHER COMPREHENSIVE INCOME - Computation of Basic and Diluted EPS (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | ||
Debt Instrument [Line Items] | |||
Net loss attributable to Bristow Group | $ 71,477 | $ (169,246) | |
Less: PIK dividends | (12,039) | ||
Plus: Deemed contribution from conversion of preferred stock | 144,986 | ||
Loss available to common stockholders – basic | 204,424 | (169,246) | |
Less: Preferred stock adjustments | (3,377) | ||
Loss available to common stockholders – diluted | $ 201,047 | $ (169,246) | |
Weighted average number of common shares outstanding – basic (in shares) | [1] | 11,102,611 | 35,918,916 |
Net effect of dilutive preferred stock (in shares) | 27,885,917 | ||
Net effect of dilutive stock options and restricted stock awards based on the treasury stock method (in shares) | 0 | ||
Weighted average number of common shares outstanding – diluted (in shares) | [1] | 38,988,528 | 35,918,916 |
Basic earnings per common share (in dollars per share) | $ 18.41 | $ (4.71) | |
Diluted earnings per common share (in dollars per share) | $ 5.16 | $ (4.71) | |
4½% Convertible Senior Notes due 2023 | Convertible Debt | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 4.50% | ||
Stock Options and Restricted Stock | |||
Debt Instrument [Line Items] | |||
Weighted average common shares excluded from computation (in shares) | 1,676,354 | 3,881,347 | |
[1] | See Note 13 to the condensed consolidated financial statements for details on Weighted average common shares outstanding. |
STOCKHOLDERS' INVESTMENT, EAR_5
STOCKHOLDERS' INVESTMENT, EARNINGS PER SHARE AND ACCUMULATED OTHER COMPREHENSIVE INCOME - Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||
Beginning balance | $ 426,216 | $ 812,367 |
Total comprehensive income (loss) | 2,278 | 17,362 |
Foreign exchange rate impact | 3,146 | 16,899 |
Ending balance | 1,029,180 | 655,842 |
Currency Translation Adjustments | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||
Beginning balance | (16,440) | |
Other comprehensive income before reclassification | 3,159 | |
Reclassified from accumulated other comprehensive income | 0 | |
Total comprehensive income (loss) | 3,159 | |
Foreign exchange rate impact | 53 | |
Ending balance | (13,228) | |
Pension Liability Adjustments | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||
Beginning balance | 6,389 | |
Other comprehensive income before reclassification | 0 | |
Reclassified from accumulated other comprehensive income | 0 | |
Total comprehensive income (loss) | 0 | |
Foreign exchange rate impact | (53) | |
Ending balance | 6,336 | |
Unrealized gain (loss) on cash flow hedges | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||
Beginning balance | 1,410 | |
Other comprehensive income before reclassification | (427) | |
Reclassified from accumulated other comprehensive income | (454) | |
Total comprehensive income (loss) | (881) | |
Ending balance | 529 | |
Total | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||
Beginning balance | (8,641) | (327,989) |
Other comprehensive income before reclassification | 2,732 | |
Reclassified from accumulated other comprehensive income | (454) | |
Total comprehensive income (loss) | 2,278 | 17,362 |
Ending balance | $ (6,363) | $ (310,627) |
SEGMENT INFORMATION - Narrative
SEGMENT INFORMATION - Narrative (Details) | 3 Months Ended |
Jun. 30, 2020segmentregion | |
Segment Reporting [Abstract] | |
Number of operating segments | segment | 1 |
Number of regions | region | 4 |
SEGMENT INFORMATION - Revenue b
SEGMENT INFORMATION - Revenue by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Segment Reporting Information [Line Items] | ||
Revenue | $ 270,193 | $ 333,176 |
Corporate and other | ||
Segment Reporting Information [Line Items] | ||
Revenue | 106 | 265 |
Geography Eliminations | ||
Segment Reporting Information [Line Items] | ||
Revenue | (344) | (2,521) |
Europe Caspian | Reportable Geographical Components | ||
Segment Reporting Information [Line Items] | ||
Revenue | 166,995 | 189,638 |
Africa | Reportable Geographical Components | ||
Segment Reporting Information [Line Items] | ||
Revenue | 31,722 | 49,638 |
Americas | Reportable Geographical Components | ||
Segment Reporting Information [Line Items] | ||
Revenue | 59,456 | 58,301 |
Asia Pacific | Reportable Geographical Components | ||
Segment Reporting Information [Line Items] | ||
Revenue | 12,258 | 37,855 |
External Customer | ||
Segment Reporting Information [Line Items] | ||
Revenue | 270,193 | 333,176 |
Revenue Not from Contract with Customer | 10,788 | 8,368 |
External Customer | Corporate and other | ||
Segment Reporting Information [Line Items] | ||
Revenue | 106 | 265 |
Revenue Not from Contract with Customer | 1,361 | 0 |
External Customer | Europe Caspian | Reportable Geographical Components | ||
Segment Reporting Information [Line Items] | ||
Revenue | 166,993 | 188,594 |
Revenue Not from Contract with Customer | 342 | 304 |
External Customer | Africa | Reportable Geographical Components | ||
Segment Reporting Information [Line Items] | ||
Revenue | 31,722 | 49,516 |
Revenue Not from Contract with Customer | 0 | 0 |
External Customer | Americas | Reportable Geographical Components | ||
Segment Reporting Information [Line Items] | ||
Revenue | 59,114 | 56,990 |
Revenue Not from Contract with Customer | 9,011 | 7,983 |
External Customer | Asia Pacific | Reportable Geographical Components | ||
Segment Reporting Information [Line Items] | ||
Revenue | 12,258 | 37,811 |
Revenue Not from Contract with Customer | 74 | 81 |
Intra-Region | ||
Segment Reporting Information [Line Items] | ||
Revenue | 344 | 2,521 |
Intra-Region | Corporate and other | ||
Segment Reporting Information [Line Items] | ||
Revenue | 0 | 0 |
Intra-Region | Europe Caspian | Reportable Geographical Components | ||
Segment Reporting Information [Line Items] | ||
Revenue | 2 | 1,044 |
Intra-Region | Africa | Reportable Geographical Components | ||
Segment Reporting Information [Line Items] | ||
Revenue | 0 | 122 |
Intra-Region | Americas | Reportable Geographical Components | ||
Segment Reporting Information [Line Items] | ||
Revenue | 342 | 1,311 |
Intra-Region | Asia Pacific | Reportable Geographical Components | ||
Segment Reporting Information [Line Items] | ||
Revenue | $ 0 | $ 44 |
SEGMENT INFORMATION - Operating
SEGMENT INFORMATION - Operating Performance and Total Assets by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Mar. 31, 2020 | |
Segment Reporting Information [Line Items] | |||
Total earnings from unconsolidated affiliates, net of losses - equity method investments | $ (1,978) | $ 2,347 | |
Gain (loss) on asset dispositions | 5,522 | (3,787) | |
Operating loss | (13,879) | (21,742) | |
Depreciation and amortization | 16,356 | 31,339 | |
Assets | 2,251,791 | $ 1,945,261 | |
Total investments in unconsolidated affiliates - equity method | 56,175 | 77,058 | |
Construction in progress within property and equipment | 6,800 | 7,800 | |
Corporate and other | |||
Segment Reporting Information [Line Items] | |||
Operating income (loss) | (37,032) | (28,641) | |
Depreciation and amortization | 1,866 | 3,308 | |
Assets | 103,698 | 128,830 | |
Europe Caspian | Reportable Geographical Components | |||
Segment Reporting Information [Line Items] | |||
Total earnings from unconsolidated affiliates, net of losses - equity method investments | 25 | 171 | |
Operating income (loss) | 27,312 | 11,807 | |
Depreciation and amortization | 8,212 | 12,439 | |
Assets | 1,189,661 | 1,096,022 | |
Total investments in unconsolidated affiliates - equity method | 597 | 575 | |
Africa | Reportable Geographical Components | |||
Segment Reporting Information [Line Items] | |||
Operating income (loss) | 4,849 | 7,745 | |
Depreciation and amortization | 1,317 | 4,991 | |
Assets | 230,010 | 235,165 | |
Americas | Reportable Geographical Components | |||
Segment Reporting Information [Line Items] | |||
Total earnings from unconsolidated affiliates, net of losses - equity method investments | (2,003) | 2,176 | |
Operating income (loss) | (13,002) | 3,568 | |
Depreciation and amortization | 2,955 | 6,880 | |
Assets | 605,188 | 319,015 | |
Total investments in unconsolidated affiliates - equity method | 55,578 | 76,483 | |
Asia Pacific | Reportable Geographical Components | |||
Segment Reporting Information [Line Items] | |||
Operating income (loss) | (1,528) | (12,434) | |
Depreciation and amortization | 2,006 | $ 3,721 | |
Assets | $ 123,234 | $ 166,229 |