Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 01, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
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 | ||
Title of 12(b) Security | Common Stock, par value $0.01 per share | ||
Trading Symbol | VTOL | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Document Financial Statement Error Correction | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 690,629,000 | ||
Entity Common Stock, Shares Outstanding | 28,317,000 | ||
Entity Central Index Key | 0001525221 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Audit Information [Abstract] | |
Auditor Name | KPMG |
Auditor Location | Houston, TX |
Auditor Firm ID | 185 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2023 | Mar. 31, 2022 | |
Revenues: | |||
Total revenues from related parties | $ 922,569 | $ 1,297,429 | $ 1,185,204 |
Costs and expenses: | |||
General and administrative expenses | 123,041 | 181,745 | 159,062 |
Merger and integration costs | 994 | 2,201 | 3,240 |
Restructuring costs | 0 | 0 | 3,098 |
Depreciation and amortization expense | 49,587 | 70,606 | 74,981 |
Total costs and expenses | 888,492 | 1,244,955 | 1,158,795 |
Loss on impairment | (5,187) | 0 | (24,835) |
Gains (losses) on disposal of assets | (480) | 1,112 | 1,347 |
Earnings (losses) from unconsolidated affiliates | 1,461 | 7,165 | (1,738) |
Operating income | 29,871 | 60,751 | 1,183 |
Interest income | 1,651 | 8,646 | 161 |
Interest expense, net | (30,707) | (41,417) | (41,521) |
Loss on extinguishment of debt | 0 | 0 | (124) |
Reorganization items, net | (99) | (86) | (621) |
Loss on sale of subsidiaries | 0 | 0 | (2,002) |
Other, net | 20,363 | (9,882) | 38,505 |
Total other income (expense), net | (8,792) | (42,739) | (5,602) |
Income (loss) before income taxes | 21,079 | 18,012 | (4,419) |
Income tax expense | (7,494) | (24,932) | (11,294) |
Net income (loss) | 13,585 | (6,920) | (15,713) |
Net (income) loss attributable to noncontrolling interests | (57) | 140 | (78) |
Net income (loss) attributable to Bristow Group Inc. | $ 13,528 | $ (6,780) | $ (15,791) |
Earnings (losses) per common share: | |||
Basic (in dollars per share) | $ 0.48 | $ (0.24) | $ (0.55) |
Diluted (in dollars per share) | $ 0.47 | $ (0.24) | $ (0.55) |
Weighted average shares of common stock outstanding: | |||
Basic (in shares) | 28,066 | 28,139 | 28,533 |
Diluted (in shares) | 28,574 | 28,139 | 28,533 |
Operating revenues | |||
Revenues: | |||
Total revenues from related parties | $ 897,880 | $ 1,264,298 | $ 1,139,063 |
Costs and expenses: | |||
Operating expenses | 690,691 | 957,593 | 872,857 |
Reimbursable revenues | |||
Revenues: | |||
Total revenues from related parties | 24,689 | 33,131 | 46,141 |
Costs and expenses: | |||
Operating expenses | $ 24,179 | $ 32,810 | $ 45,557 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2023 | Mar. 31, 2022 | |
Statement of Comprehensive Income [Abstract] | |||
Net income (loss) | $ 13,585 | $ (6,920) | $ (15,713) |
Other comprehensive income (loss): | |||
Currency translation adjustments | (48,368) | 23,749 | (25,274) |
Pension liability adjustment | (12,441) | 5,149 | 5,962 |
Unrealized gains on cash flow hedges, net | 202 | 516 | 2,777 |
Total other comprehensive income (loss) | (60,607) | 29,414 | (16,535) |
Total other comprehensive income (loss) | (47,022) | 22,494 | (32,248) |
Net comprehensive loss (income) attributable to noncontrolling interests | (57) | 140 | (78) |
Total comprehensive income (loss) attributable to Bristow Group Inc. | $ (47,079) | $ 22,634 | $ (32,326) |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 180,265 | $ 160,029 |
Restricted cash | 3,397 | 3,654 |
Accounts receivables, net | 234,620 | 215,131 |
Inventories | 99,863 | 81,886 |
Prepaid expenses and other current assets | 45,438 | 32,425 |
Total current assets | 563,583 | 493,125 |
Property and equipment, net | 927,766 | 915,251 |
Investment in unconsolidated affiliates | 19,890 | 17,000 |
Right-of-use assets | 287,939 | 240,977 |
Other assets | 138,100 | 145,648 |
Total assets | 1,937,278 | 1,812,001 |
Current liabilities: | ||
Accounts payable | 87,885 | 89,610 |
Accrued wages, benefits and related taxes | 52,685 | 45,206 |
Income taxes payable and other accrued taxes | 8,176 | 6,651 |
Deferred revenue | 20,334 | 14,300 |
Accrued maintenance and repairs | 24,545 | 19,654 |
Current portion of operating lease liabilities | 75,288 | 76,261 |
Accrued interest and other accrued liabilities | 27,629 | 22,252 |
Current maturities of long-term debt | 13,247 | 11,656 |
Total current liabilities | 309,789 | 285,590 |
Long-term debt, less current maturities | 534,823 | 499,765 |
Accrued pension liabilities | 87 | 20,089 |
Other liabilities and deferred credits | 11,733 | 5,030 |
Deferred taxes | 42,710 | 48,633 |
Long-term operating lease liabilities | 214,957 | 165,955 |
Total liabilities | 1,114,099 | 1,025,062 |
Commitments and contingencies (Note 9) | ||
Stockholders’ equity: | ||
Common stock, $0.01 par value, 110,000 authorized; 28,310 and 28,009 outstanding as of December 31, 2023 and 2022, respectively | 311 | 306 |
Additional paid-in capital | 725,773 | 709,319 |
Retained earnings | 217,968 | 224,748 |
Treasury stock, at cost; 2,566 and 2,456 shares as of December 31, 2023 and 2022, respectively | (65,722) | (63,009) |
Accumulated other comprehensive loss | (54,643) | (84,057) |
Total Bristow Group Inc. stockholders’ equity | 823,687 | 787,307 |
Noncontrolling interests | (508) | (368) |
Total stockholders’ equity | 823,179 | 786,939 |
Total liabilities and stockholders’ equity | $ 1,937,278 | $ 1,812,001 |
CONSOLIDATED BALANCE SHEETS (PA
CONSOLIDATED BALANCE SHEETS (PARENTHETICAL) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 110,000,000 | 110,000,000 |
Common stock, shares outstanding (in shares) | 28,310,000 | 28,009,000 |
Treasury stock (in shares) | 2,566,000 | 2,456,000 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Retained Earnings | Treasury Stock | Accumulated Other Comprehensive Loss | Noncontrolling Interests |
Beginning balance, redeemable noncontrolling interest at Mar. 31, 2021 | $ 1,572 | ||||||
Redeemable Noncontrolling Interest | |||||||
Sale of noncontrolling interest | (1,572) | ||||||
Ending balance, redeemable noncontrolling interest at Mar. 31, 2022 | 0 | ||||||
Beginning balance at Mar. 31, 2021 | 897,071 | $ 303 | $ 687,715 | $ 227,011 | $ (10,501) | $ (6,915) | $ (542) |
Beginning balance (in shares) at Mar. 31, 2021 | 29,694,000 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Share award amortization | 11,686 | 11,686 | |||||
Share award amortization (in shares) | 110,000 | ||||||
Shares Repurchase (in shares) | (1,517,000) | ||||||
Share repurchases | (41,158) | (41,158) | |||||
Currency translation adjustments | 17 | 17 | |||||
Net income (loss) | (15,713) | (15,791) | 78 | ||||
Other comprehensive income (loss) | (16,535) | (16,535) | |||||
Ending balance at Mar. 31, 2022 | 835,368 | $ 303 | 699,401 | 211,220 | (51,659) | (23,450) | (447) |
Ending balance (in shares) at Mar. 31, 2022 | 28,287,000 | ||||||
Ending balance, redeemable noncontrolling interest at Dec. 31, 2022 | 0 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Share award amortization | 9,921 | $ 3 | 9,918 | ||||
Share award amortization (in shares) | 195,000 | ||||||
Shares Repurchase (in shares) | (473,000) | ||||||
Share repurchases | (11,350) | (11,350) | |||||
Currency translation adjustments | 22 | 22 | |||||
Net income (loss) | 13,585 | 13,528 | 57 | ||||
Other comprehensive income (loss) | (60,607) | (60,607) | |||||
Ending balance at Dec. 31, 2022 | $ 786,939 | $ 306 | 709,319 | 224,748 | (63,009) | (84,057) | (368) |
Ending balance (in shares) at Dec. 31, 2022 | 28,009,000 | 28,009,000 | |||||
Ending balance, redeemable noncontrolling interest at Dec. 31, 2023 | $ 0 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Share award amortization | 16,459 | $ 5 | 16,454 | ||||
Share award amortization (in shares) | 386,000 | ||||||
Shares Repurchase (in shares) | (85,000) | ||||||
Share repurchases | (2,713) | (2,713) | |||||
Net income (loss) | (6,920) | (6,780) | (140) | ||||
Other comprehensive income (loss) | 29,414 | 29,414 | |||||
Ending balance at Dec. 31, 2023 | $ 823,179 | $ 311 | $ 725,773 | $ 217,968 | $ (65,722) | $ (54,643) | $ (508) |
Ending balance (in shares) at Dec. 31, 2023 | 28,310,000 | 28,310,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities: | |||
Net income (loss) | $ 13,585 | $ (6,920) | $ (15,713) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||
Depreciation and amortization expense | 59,817 | 85,586 | 87,236 |
Loss on impairment | 5,187 | 0 | 24,835 |
Losses (gains) on disposal of assets | 480 | (1,112) | (1,347) |
Equity (earnings) losses from unconsolidated affiliates, net. | (1,461) | (6,828) | 1,738 |
Loss on extinguishment of debt | 0 | 0 | 124 |
Loss on sale of subsidiaries | 0 | 0 | 2,002 |
Deferred income taxes | (5,322) | 669 | (1,744) |
Bad debt expense | 0 | 0 | 309 |
Share-based compensation expense | 9,921 | 16,459 | 11,686 |
Amortization of deferred financing fees | 1,172 | 2,847 | 1,323 |
Discount amortization on long-term debt | 4,972 | 473 | 7,710 |
Increase (decrease) in cash resulting from changes in: | |||
Accounts receivable | (15,348) | (27,024) | 10,584 |
Inventory, prepaid expenses and other assets | (61,604) | (39,848) | 15,916 |
Accounts payable, accrued expenses and other liabilities | (24,703) | 7,735 | (20,805) |
Net cash provided by (used in) operating activities | (13,304) | 32,037 | 123,854 |
Cash flows from investing activities: | |||
Capital expenditures | (49,574) | (81,507) | (31,068) |
Proceeds from asset dispositions | 18,032 | 34,188 | 14,549 |
Cash transferred in sale of subsidiaries, net of cash received | 0 | 0 | (851) |
Acquisition, net of cash received | (12,600) | 0 | 0 |
Net cash used in investing activities | (44,142) | (47,319) | (17,370) |
Cash flows from financing activities: | |||
Proceeds from borrowings | 0 | 169,508 | 0 |
Debt issuance costs | (822) | (2,714) | (3,112) |
Repayment of debt | (8,560) | (142,046) | (19,213) |
Purchase of treasury shares | (11,350) | (2,713) | (41,158) |
Net cash provided by (used in) financing activities | (20,732) | 22,035 | (63,483) |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (24,153) | 13,226 | (8,066) |
Net increase (decrease) in cash, cash equivalents and restricted cash | (102,331) | 19,979 | 34,935 |
Cash, cash equivalents and restricted cash at beginning of period | 266,014 | 163,683 | 231,079 |
Cash, cash equivalents and restricted cash at end of period | 163,683 | 183,662 | 266,014 |
Cash paid during the period for: | |||
Interest | 17,586 | 39,475 | 32,030 |
Income taxes | $ 16,841 | $ 19,279 | $ 11,953 |
BASIS OF PRESENTATION AND SUMMA
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Basis of Presentation The consolidated financial statements include the accounts of Bristow Group Inc. and its consolidated entities. Unless the context otherwise indicates, references herein to the “Company” refer to the entity currently known as Bristow Group Inc. and formerly known as Era Group Inc., together with all of its current subsidiaries; “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 with Old Bristow on June 11, 2020 (the “Merger”); and “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 prior to the consummation of the Merger. Change in Fiscal Year End — In August 2022, the Board of Directors of Bristow (the “Board”) approved a change in the fiscal year end of the Company from March 31st to December 31st, effective January 1, 2023. As a result of this change, the Company filed audited financial statements for the nine-month transition period from April 1, 2022 to December 31, 2022, on a Transition Report on From 10-KT, filed with the Securities and Exchange Commission (“SEC”) on March 9, 2023. The consolidated financial information for the twelve months ended December 31, 2023, the nine months ended December 31, 2022, and twelve months ended March 31, 2022 has been prepared by the Company in accordance with U.S. generally accepted accounting principles (“GAAP”) and pursuant to the rules and regulations of the SEC on this Annual Report on Form 10-K. Summary of Significant Accounting Policies 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 entities (“VIEs”) of which the Company is the primary beneficiary. All significant inter-company accounts and transactions are eliminated in consolidation. Accounting Estimates — The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure on contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Such estimates may include, among other items, those related to allowance for doubtful accounts, useful lives of property and equipment, inventory allowances, income tax provisions, pensions, impairments, fair values used in purchase price allocations and certain accrued and contingent liabilities. Actual results could differ from those estimates and those differences may be material. Cash Equivalents — The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Restricted Cash — The Company considers amounts deposited in escrow accounts at the end of each period as restricted cash. The Company’s restricted cash balances typically include certain payroll taxes for employee salaries in certain jurisdictions as outlined by local requirements and is shown as a separate line item in the consolidated balance sheet. Trade Receivables and Current Expected Credit Losses — The Company’s customers are primarily major integrated, national and independent offshore energy companies 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 analyses, the Company decides if additional reserve amounts are needed against the trade receivables asset pool on a case by case basis. When collection efforts have been exhausted, trade receivables and the associated allowance for doubtful accounts are removed from accounts receivables. The Company routinely reviews its trade receivables and makes provisions for probable doubtful accounts; however, such provisions are estimates and actual results could differ from those estimates and those differences may be material. The allowance for doubtful accounts for the periods reflected below were as follows (in thousands): December 31, 2023 2022 Balance – beginning of period $ 1,847 $ 1,887 Write-offs and collections (1,774) (40) Foreign currency effects 4 — Balance – end of period $ 77 $ 1,847 Inventories — Inventories consist primarily of spare parts utilized for maintaining the Company’s global fleet of aircraft and are stated at average cost, net of allowances for excess and obsolete inventory. The Company establishes an allowance to accrue for the retirement of the cost of spare parts expected to be on hand at the end of a fleet’s life over the service lives of the related equipment, taking into account the estimated salvage value of the parts. As of December 31, 2023 and 2022, our inventory allowance balance was $3.0 million and $2.5 million, respectively. Property and equipment — Property and equipment is stated at cost and depreciated using the straight-line method over the estimated useful life of the asset to an estimated salvage value. With respect to helicopters, the estimated useful life is typically based upon a newly built asset being placed into service and represents the point at which it is typically not justifiable for the Company to continue to operate the asset in the same or similar manner. From time to time, the Company may acquire older assets that have already exceeded the Company’s useful life policy, in which case the Company depreciates such assets based on its best estimate of remaining useful life. The Company reviews the estimated useful lives and salvage values of its property and equipment on an ongoing basis for any changes in estimates. As of December 31, 2023, the estimated useful life (in years) of the Company’s categories of new property and equipment was as follows: Aircraft (estimated salvage value at 10%-25% of cost) 30 Aircraft accessories and spares 5 - 7 Buildings (estimated salvage value at 10% of cost) 30 Leasehold improvements Lease term or 10 Other property and equipment 3-15 The Company performs an impairment analysis on long-lived assets used in operations when events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. The Company’s long-lived assets are grouped at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other groups of assets. If an impairment is indicated for the asset group classified as held and used, an impairment evaluation will be performed. Asset impairment evaluations are based on estimated undiscounted cash flows over the remaining useful life for the assets being evaluated. If the sum of the expected future cash flows is less than the carrying amount of the asset group, the Company would be required to recognize an impairment loss. For aircraft types that are still operating where management has made the decision to sell or abandon the aircraft type at a fixed date, an analysis is completed to determine whether depreciation needs to be accelerated or additional depreciation recorded for an expected reduction in residual value at the planned disposal date. Investment in Unconsolidated Affiliates — Unconsolidated affiliates are measured at fair value with changes in fair value recognized in net income. The Company uses a measurement alternative approach for equity investments without readily determinable fair values. The alternative method measures equity investments at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions in a similar investment of the same issuer. The Company performs regular reviews of each unconsolidated affiliate investee’s financial condition, the business outlook for its products and services and its present and projected results and cash flows. When an investee has experienced consistent declines in financial performance or difficulties raising capital to continue operations, the investment is written down to fair value. Leases — The Company recognizes a right-of-use (“ROU”) asset and a lease liability on its consolidated balance sheets for leases under which it is the lessee, after applying the short-term lease exemption. Operating lease ROU assets and liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date. For discount rate, the Company uses its incremental borrowing rate based on information available at commencement date if the rate implicit in the lease cannot be readily determined. Intangible 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 impairment 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 and the useful life of that asset will be reevaluated. Contingencies — The Company establishes reserves for estimated loss contingencies when it believes a loss is probable and the amount of the loss can be reasonably estimated. The Company’s contingent liability reserves relate primarily to potential tax assessments, litigation, personal injury claims and environmental liabilities and are adjusted as a result of changes in facts or circumstances that become known or changes in previous assumptions with respect to the likelihood or amount of loss. Such revisions are based on information that becomes known or circumstances that change after the reporting date for the previous period through the reporting date of the current year. Should the outcome differ from the Company’s assumptions and estimates or other events result in a material adjustment to the accrued estimated reserves, revisions to the estimated reserves for contingent liabilities would be required to be recognized. Legal costs related to contingent liabilities are expensed as incurred. Proceeds from casualty insurance settlements in excess of the carrying value of damaged assets are recognized as a gain on disposal of assets when the Company has received proof of loss documentation or is otherwise assured of collection of these amounts. However, if the aircraft damage does not result in a total loss and disposal of the asset, any insurance proceeds above the loss amount are recorded to other income. Deferred Financing Costs — Deferred financing costs incurred in connection with the issuance of debt are amortized over the life of the related debt using the effective interest rate method. Pension Benefits — See Note 14 for a discussion of the Company’s accounting for pension benefits. Derivative Financial Instruments — The Company records changes in fair value of derivatives designated as cash flow hedges in accumulated other comprehensive income (loss) in its consolidated balance sheets, until the forecasted transaction occurs. When the forecasted transaction affects earnings, the Company reclassifies it to earnings in the same line item as the hedged items. The Company evaluates hedge effectiveness at the inception of the hedge prospectively, and on an ongoing basis both retrospectively and prospectively. In the event the underlying forecasted transaction does not occur, or it becomes probable that it will not occur, it will reclassify the gain or loss on the related cash flow hedge from accumulated other comprehensive income (loss) to earnings. Revenue Recognition — See Note 3 for a discussion of the Company’s accounting for revenue recognition. Maintenance and Repairs — The Company generally charges maintenance and repair costs, including major helicopter component overhaul costs, to earnings as the costs are incurred. However, certain helicopter components, such as engines and transmissions, are maintained by third-party vendors under contractual agreements also referred to as PBH maintenance agreements. Under these agreements, the Company is charged an agreed amount per hour of flying time related to maintenance, repair and overhaul of the parts and components covered. The costs charged under these contractual agreements are recognized in the period in which the flight hours occur. To the extent that the Company has not yet been billed for costs incurred under these arrangements, these costs are included in accrued maintenance and repairs on its consolidated balance sheets. In the event the Company places a helicopter in a PBH program after a maintenance period has begun, it may be necessary to pay an initial buy-in charge based on hours flown since the previous maintenance event. This buy-in charge is normally recorded as a prepaid expense and amortized as an operating expense over the remaining PBH contract period. If a helicopter is sold or otherwise removed from a program before the scheduled maintenance work is carried out, the Company may be able to recover part of its payments to the PBH provider, in which case the Company records a reduction to operating expense. From time to time, the Company receives credits from its original equipment manufacturers. The Company records these credits as a reduction in maintenance expense when the credits are utilized in lieu of cash payments for purchases or services, unless the credit represents a sales incentive offered to customers by the manufacturer. The cost of certain major overhauls on owned fixed-wing aircraft are capitalized when incurred and depreciated over the period until the next expected major overhaul. The cost of major overhauls on leased fixed-wing aircraft are charged to operating expense when incurred. Share-Based Compensation — The grant date fair value of share-based awards granted to employees is recognized as an employee compensation expense over the requisite service period on a straight-line basis. The amount of compensation expense ultimately recognized is based on the number of awards that meet the vesting conditions at the vesting date. Foreign Currency Transactions — The reporting currency for all of the Company’s foreign entities is the U.S. dollar. From time to time, the Company enters into transactions denominated in currencies other than its reporting currency. Gains and losses resulting from changes in currency exchange rates between the reporting currency and the currency in which a transaction is denominated are included in other income (expense), net in the accompanying consolidated statements of operations in the period which the currency exchange rates change. During the twelve months ended December 31, 2023, the Company recognized foreign currency exchange losses of $10.7 million. During the nine months ended December 31, 2022 and twelve months ended March 31, 2022, the Company recognized foreign currency exchange gains of $14.9 million and $7.0 million, respectively. Taxes — The Company follows the asset and liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are determined based upon temporary differences between the carrying amount and tax basis of the Company’s assets and liabilities and measured using enacted tax rates and laws that will be in effect when the differences are expected to reverse. The effect on deferred income tax assets and liabilities of a change in the tax rates is recognized in income in the period in which the change occurs. The Company records a valuation allowance when it believes that it is more-likely-than-not that any deferred income tax asset created will not be realized. Earnings (Losses) Per Common Share — Basic earnings (losses) per common share of the Company are computed based on the weighted average number of common shares issued and outstanding during the relevant periods. Diluted earnings (losses) per common share of the Company are computed based on the weighted average number of common shares issued and outstanding plus the effect of potentially dilutive securities through the application of the treasury method and/or the if-converted method, when applicable. Recent Accounting Pronouncements The Company considers the applicability and impact of all Accounting Standard Updates (“ASUs”) issued by the Financial Accounting Standards Board (“FASB”). ASUs not listed below were assessed and determined as not applicable to the Company’s consolidated financial position or result of operations. In December 2023, the FASB issued ASU 2023-09 - Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The purpose of ASU 2023-09 is to enhance the transparency and decision usefulness of income tax disclosures to investors and other allocators of capital. The objectives of the amendment is to provide information to better assess how an entity’s operations and related tax risk and tax planning and operational opportunities affect its tax rate and prospects for future cash flows. This standard will be effective prospectively for fiscal years beginning after December 15, 2024. The Company is evaluating the potential impact of the adoption of this ASU on its consolidated financial statements. In November 2023, the FASB issued ASU 2023-07 - Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. ASU 2023-07 applies to all public entities that are required to report segment information in accordance to Topic 280. The purpose of this ASU is to improve financial reporting by requiring disclosure of incremental information on an annual and interim basis by disclosing significant segment expenses, transparency on measures of segment’s profit and loss in assessing performance and resource allocations and identify the chief operating decision maker. This standard will be effective for fiscal years beginning December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company is evaluating the potential impact of the adoption of this ASU on its consolidated financial statements. In August 2023, the FASB issued ASU 2023-05 - Business Combinations—Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement. The purpose of ASU 2023-05 is to address the accounting for contributions made to a joint venture, upon formation, in a joint venture’s separate financial statements. The objectives of the amendments are to provide decision-useful information to investors and other allocators of capital in a joint venture’s financial statements and reduce diversity in practice. This standard will be effective prospectively for all joint venture formations with a formation date on or after January 1, 2025. The Company is evaluating the potential impact of the adoption of this ASU on its consolidated financial statements. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT The following table presents details on the major classes of property and equipment as of (in thousands): December 31, 2023 2022 Aircraft $ 779,945 $ 784,836 Land and buildings 175,266 167,820 Other property and equipment 105,342 107,355 Construction-in-progress 99,320 35,300 Property and equipment, at cost $ 1,159,873 $ 1,095,311 Less: accumulated depreciation (232,107) (180,060) Property and equipment, net $ 927,766 $ 915,251 During the twelve months ended December 31, 2023, nine months ended December 31, 2022 and twelve months ended March 31, 2022, the Company recognized depreciation expense of $61.9 million, $44.1 million and $66.7 million, respectively. Other Asset and Inventory Considerations During the nine months ended December 31, 2022, the Company entered into and amended two existing PBH agreements with maintenance service providers for its AW139 helicopter fleet. The terms of these agreements included a buy-in payable of approximately $55 million for the hours flown on the aircraft prior to entry into the PBH agreements. The buy-in amount for the transaction has been paid in full and is reflected in other long-term assets with the amount due for amortization within a year reflected in prepaid expenses and other current assets on the consolidated balance sheets. The balance is amortized through operating expense on the consolidated statements of operations on a straight-line basis over the contract term. During the nine months ended December 31, 2022, the Company wrote off $5.2 million of intangible assets related to legacy AW139 airframe agreements in connection with these PBH agreements. This loss is reflected on the loss on impairment line During the twelve months ended March 31, 2022, the Company recognized $11.8 million in loss on impairment related to certain aircraft, equipment and inventory. |
REVENUES
REVENUES | 12 Months Ended |
Dec. 31, 2023 | |
Revenue Recognition [Abstract] | |
REVENUES | REVENUES Revenue Recognition The Company derives its revenues primarily from aviation services. A majority of the Company’s revenues are generated through two types of contracts: helicopter services and fixed wing services. Revenues are 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. 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 revenues as the performance obligations are satisfied. Helicopter services — The Company’s principal customers - international, independent and major integrated energy companies and government agencies - charter its helicopters primarily to transport personnel to, from and between onshore bases and offshore production platforms, drilling rigs and other installations. Revenues from helicopter services are recognized when performance obligations are satisfied over time based on contractual rates as related services are performed. A performance obligation arises under contracts with customers to render services. Operating revenues are derived mainly from fixed-term contracts with the Company’s customers. A portion of the Company’s offshore energy customer revenues is derived from providing services on an “ad-hoc” basis. The Company’s fixed-term contracts typically have original terms of one A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenues when, or as, the performance obligation is satisfied. Within this contract type for helicopter services, the Company determined that each contract has a single distinct performance obligation. These contracts include a fixed monthly rate for a particular model of aircraft plus an incremental charge, which represents the variable component of a typical contract with a customer. Rates for these variable charges vary depending on the type of services provided and can be based on a per flight hour, per day, or per month basis. The variable component of a contract is not effective until a customer-initiated flight order is received, and the actual hours flown are determined; variable consideration is recognized when the services are rendered pursuant to the variable allocation exception. Revenues are recognized as performance obligations are satisfied over time, by measuring progress towards satisfying the contracted services in a manner that best depicts the transfer of services to the customer, which is generally represented by a period of 30 days or less. The Company typically invoices customers on a monthly basis, and the term between invoicing and when the payment is due is typically between 30 and 60 days. Cost reimbursements from customers are recorded as reimbursable revenues with the related reimbursed costs recorded as reimbursable expense on the Company’s consolidated statements of operations. Fixed wing services — The Company owns a regional fixed wing operator (“Airnorth”) in Australia. 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. 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 revenues are recognized net of passenger taxes and discounts. Total revenues for the periods reflected in the table below were as follows (in thousands): Twelve Months Ended December 31, 2023 Nine Months Ended December 31, 2022 Twelve Months Ended March 31, 2022 Revenues from contracts with customers $ 1,263,855 $ 896,777 $ 1,151,035 Total other revenues 33,574 25,792 34,169 Total revenues $ 1,297,429 $ 922,569 $ 1,185,204 Revenues by Service Line. Operating revenues earned by service line for the periods reflected in the table below were as follows (in thousands): Twelve Months Ended December 31, 2023 Nine Months Ended December 31, 2022 Twelve Months Ended March 31, 2022 Offshore energy services $ 809,774 $ 590,761 $ 767,720 Government services 336,917 217,028 272,859 Fixed wing services 107,232 79,952 85,372 Other services 10,375 10,139 13,112 Total operating revenues $ 1,264,298 $ 897,880 $ 1,139,063 Contract Assets, Liabilities and Receivables The Company generally satisfies performance of contract obligations by providing aviation 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 revenues have 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 revenues in which advance consideration is received from customers for contracts where revenues are recognized based on future performance of services. Twelve Months Ended December 31, 2023 Nine Months Ended December 31, 2022 Twelve Months Ended March 31, 2022 Revenues from outstanding contract liabilities $ 11,233 $ 6,556 $ 7,325 December 31, 2023 2022 Receivables under contracts with customers $ 208,417 $ 182,742 Contract liabilities under contracts with customers 18,886 12,931 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 and from mobilization fees received from customers in connection with new contract commencements. There were no contract assets as of December 31, 2023 and December 31, 2022. Contract Fulfillment Costs Costs to fulfill a contract with a customer incurred in advance of the commencement of a new contract are recognized as an asset and amortized on a straight-line basis over the life of the contract if the costs are directly related to the new contract, the costs are specifically identifiable, the costs generate or enhance resources of the entity and are expected to be recovered by the Company. These deferred costs are included in other long-term assets with the amount due for amortization within a year reflected in prepaid expenses and other current assets on the consolidated balance sheets. The balance is amortized through operating expense on the consolidated statements of operations. As of December 31, 2023 and 2022, deferred costs were $17.4 million and $5.4 million. During the twelve-months ended December 31, 2023, the Company recognized $2.5 million of amortization related to these deferred costs. Remaining Performance Obligations Remaining performance obligations represent firm contracts for which work has not been performed and future revenue recognition is expected. The Company has elected the practical expedient permitting the exclusion of disclosing remaining performance obligations for contracts that have an original expected duration of one year or less. The Company’s contracts have fixed terms ranging from one month to ten years and generally may, depending on the contract, be cancelled without penalty and with a notice period of less than a year. Customarily, these contracts do not commit customers to purchase specific amounts of services or minimum flight hours and permit customers to decrease the number of helicopters under contract with a corresponding decrease in the fixed monthly payments without penalty. Excluding any applicable cancellation penalties, revenues from performance obligations that are unsatisfied (or partially unsatisfied) on contracts with fixed consideration that have an expected duration of one year or more and therefore not subject to the practical expedient as of December 31, 2023 were $14.8 million, which are expected to be recognized in 2024. These amounts exclude expected considerations related to performance obligations of a variable nature (i.e., flight services) as they cannot be reasonably and reliably estimated. |
VARIABLE INTEREST ENTITIES AND
VARIABLE INTEREST ENTITIES AND OTHER INVESTMENTS IN SIGNIFICANT AFFILIATES | 12 Months Ended |
Dec. 31, 2023 | |
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 variable interest entity (“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. If not, the Company will not consolidate the VIE. As of December 31, 2023, the Company had interests in seven VIEs (as described below) of which the Company was the primary beneficiary. The Company had no interests in VIEs of which the Company was not the primary beneficiary. BNAS Holdings Company Limited (“BNAS”) — BNAS is a legal entity in the Republic of Ireland owned by Bristow Helicopters Limited (“BHL”) as a 49% shareholder and 51% by a European Union national. BHL provided a loan to BNAS, which in turn acquired 100% of the share capital of Bristow Norway A/S, a company that provides aviation services to the offshore energy industry in Norway. The financial information for this VIE is aggregated within the summary financial information table below. Bristow Aviation Holdings Limited (“Bristow Aviation”) — The Company owns common stock and a significant amount of Bristow Aviation’s subordinated debt. Bristow Aviation is incorporated in England and, through its subsidiaries, holds all the outstanding shares in BHL. As of December 31, 2023, the Company and Impigra (as defined below) owned 49% and 51%, respectively, of Bristow Aviation. A number of the subsidiaries of Bristow Aviation provide aviation services to customers primarily in Australia, Nigeria, Norway, Trinidad and the UK Bristow Aviation’s subsidiaries include BNAS, BHNL, PAAN and YII Energy, and it eliminates all transactions among and between these VIEs. Bristow EU Holdco B.V. (“BEU”) — BEU is a legal entity in the Netherlands to provide services in certain European Union jurisdictions. BEU is 49% owned by the Company and 51% owned by a European Union national. The financial information for this VIE is aggregated within the summary financial information table below. Bristow Helicopters (Nigeria) Limited (“BHNL”) — BHNL is a joint venture that provides aviation services to customers in Nigeria, in which BHL owns a 48% interest. YII Energy (as defined below), a Nigerian company owned 100% by Nigerian citizens, owns a 50% interest and an employee trust fund owns the remaining 2% interest. The financial information for this VIE is aggregated within the summary financial information table below. Impigra Aviation Holdings Limited (“Impigra”) — Impigra is a British company owned 100% by UK Bristow employees and owns 51% of the ordinary shares of Bristow Aviation. The assets and liabilities of Impigra consist primarily of intercompany balances, including loans, which are eliminated in consolidation. Pan African Airlines (Nigeria) Limited (“PAAN”) — PAAN is a joint venture in Nigeria with local partners in which the Company owns an interest of 56.15%. PAAN provides industrial aviation services to customers in Nigeria. 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 of PAAN and holds a variable interest in the form of the Company’s equity investment and working capital infusions, the Company consolidates PAAN as the primary beneficiary. The financial information for this VIE is aggregated within the summary financial information table below. YII 5668 Energy (“YII Energy”) — YII Energy is a dormant entity domiciled in Nigeria and owns a 50% interest in BHNL. This entity is deemed a VIE due to insufficient equity, and the Company is the primary beneficiary because it has the power to direct the most significant activities of the entity. The financial information for this VIE is aggregated within the summary financial information table below. The Company eliminates all transactions among and between the VIEs listed above within its consolidated financial statements. The following table shows summarized financial information, in aggregate, for the Company’s VIEs and their subsidiaries (in thousands): December 31, 2023 2022 Total assets $ 1,076,745 $ 944,744 Total liabilities (1) $ 5,274,946 $ 4,025,440 ____________________ (1) Includes Bristow Aviation subordinated unsecured loan stock (debt) bearing interest at an annual rate of 13.5% and payable semi-annually to the Company that is not eliminated at the Bristow Aviation and subsidiaries summarized financial information level, but is eliminated at Bristow Group Inc. and subsidiaries. Payment of interest on such debt has been deferred since its incurrence in 1996 at an annual rate of 13.5% and aggregated $4.2 billion and $3.2 billion as of December 31, 2023 and 2022, respectively. Other Significant Affiliates — Unconsolidated The Company evaluates its unconsolidated affiliates for indicators of impairment in light of current market conditions. Changes in market conditions or contractual relationships in future periods could result in the identification of additional other-than-temporary impairment. Cougar — The Company owns a 25% voting interest and a 40% economic interest in Cougar Helicopters Inc. (“Cougar”), an aviation services provider in Canada. Cougar’s operations are primarily focused on serving the offshore energy industry off Canada’s Atlantic coast and in the Arctic. Cougar is accounted for as an equity method investment. In January 2021, upon evaluating its investment in Cougar, the Company determined the investment to be other-than-temporarily impaired due to the loss of a significant customer contract and further deterioration of the future sentiment for the Eastern Canadian offshore energy market during the COVID-19 pandemic; resulting in the Company impairing its investment in Cougar. The Company concluded that it was no longer probable that it would collect substantially all consideration for lease agreements when due. As such, the Company transitioned to the cash basis of accounting for lease payments to be received from Cougar under the current aircraft and facilities leasing arrangements in place. The Company continues to recognize revenues associated with the Maintenance Services and Support Agreement (the “MSSA”) with Cougar on an accrual basis as it expects to receive full compensation for services under the MSSA. PAS — The Company has a 25% economic interest in Petroleum Air Services (“PAS”), an Egyptian corporation that provides helicopter and fixed wing transportation to the offshore energy industry and other general aviation services in Egypt. PAS is accounted for as a cost method investment. During the twelve months ended March 31, 2022, upon evaluating its investment in PAS, the Company identified an indicator for impairment due to a decline in PAS’s performance. As a result, the Company performed a fair valuation of its investment in PAS using a market approach that relied on significant Level III inputs due to the nature of unobservable inputs that required significant judgment and assumptions. The market approach utilized two methods, each yielding similar valuation outcomes through the use of a multiple relevant to each method, derived from select guideline public companies, and an expected dividend rate or earnings of PAS. This resulted in a $16.0 million loss on impairment recorded during the twelve months ended March 31, 2022. As of December 31, 2023 and 2022, the investment in PAS totaled $17.0 million and is included on the consolidated balance sheets in investment in unconsolidated affiliate. During the twelve-months ended December 31, 2023, dividends received were $0.3 million. There were no dividends received during the nine months ended December 31, 2022 and twelve months ended March 31, 2022 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS The Company owns a 25% voting interest and a 40% economic interest in Cougar, an aviation services provider in Canada. Due to common ownership of Cougar, the Company considers VIH Aviation Group Ltd. (“VIH”) a related party. The Company and VIH lease certain aircraft and facilities and from time to time purchases inventory from one another. Revenues from and payments to related parties for the periods reflected in the table below were as follows (in thousands): Twelve Months Ended December 31, 2023 Nine Months Ended December 31, 2022 Twelve Months Ended March 31, 2022 Revenues from contracts with related parties $ 8,503 $ 7,463 $ 8,303 Other revenues from related parties 23,421 16,175 22,565 Total revenues from related parties $ 31,924 $ 23,638 $ 30,868 Payments to related parties $ 5,253 $ 4,385 $ 9,968 Additionally, during the twelve months ended December 31, 2023, the Company and VIH entered into resale agreements under which one S92 aircraft was sold in exchange for the purchase of another S92 aircraft in a non-monetary transaction. The exchange did not result in a gain or loss being recognized on the Company’s consolidated statement of operations. As of December 31, 2023 and 2022, accounts receivables from related parties included in accounts receivables on the consolidated balance sheets were $1.2 million and $0.8 million, respectively. |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT Debt as of December 31, 2023 and 2022 consisted of the following (in thousands): December 31, 2023 2022 6.875% Senior Notes $ 394,184 $ 392,763 NatWest Debt 153,886 — Lombard Debt — 118,658 Total debt 548,070 511,421 Less short-term borrowings and current maturities of long-term debt (13,247) (11,656) Total long-term debt $ 534,823 $ 499,765 6.875% Senior Notes — In February 2021, the Company issued $400.0 million aggregate principal amount of its 6.875% senior secured notes due March 2028 (the “6.875% Senior Notes”) and received net proceeds of $395.0 million. The 6.875% Senior Notes are fully and unconditionally guaranteed as to payment by a number of subsidiaries. Interest on the 6.875% Senior Notes is payable semi-annually in arrears on March 1 st and September 1 st of each year. The 6.875% Senior Notes may be redeemed at any time and from time to time, with sufficient notice and at the applicable redemption prices set forth in the indenture governing the 6.875% Senior Notes, inclusive of any accrued and unpaid interest leading up to the redemption date. The indenture governing the 6.875% 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 its assets. In addition, upon a specified change of control trigger event, the Company must make an offer to repurchase each noteholder’s notes at an offer price of 101% of the aggregate principal amount, plus accrued and unpaid interest. During the twelve months ended December 31, 2023, nine months ended December 31, 2022 and twelve months ended March 31, 2022, the Company made interest payments of $27.5 million, $13.8 million and $28.0 million, respectively. As of December 31, 2023 and 2022, the Company had $5.8 million and $7.2 million, respectively, of unamortized deferred financing fees associated with the 6.875% Senior Notes. Lombard Debt — In November 2016, certain of Old Bristow’s subsidiaries entered into two, seven-year British pound sterling funded secured equipment term loans for an aggregate $200.0 million U.S. dollar equivalent with Lombard North Central Plc, a part of NatWest Group (the “Lombard Debt”). Borrowings under the financings previously bore interest at an interest rate equal to the GBP ICE Benchmark Administration’s Limited LIBOR, plus 2.25% per annum. During the twelve months ended March 31, 2022, the Company replaced LIBOR as the benchmark for the Lombard Debt with a new reference rate, the Sterling Overnight Index Average (“SONIA”). The financings which were funded in December 2016 and January 2017 were expected to mature in December 2023 and in January 2024, respectively. In January 2023, in connection with its maturity, the Company made a $129.1 million payment to extinguish the Lombard Debt. During the twelve months ended December 31, 2023, the Company made interest payments of $0.6 million. During the nine months ended December 31, 2022 and twelve months ended March 31, 2022, the Company made principal and interest payments of $8.6 million and $3.8 million and $13.1 million and $3.8 million, respectively. NatWest Debt — In January 2023, the Company entered into two thirteen-year secured equipment financings for an aggregate amount up to £145 million with National Westminster Bank Plc (“NatWest Debt”). The credit facilities were funded on January 27, 2023, for approximately £138 million. The net proceeds from the financings were used to refinance the indebtedness of the Lombard Debt and to provide additional financing support to the Company’s obligations under its search and rescue (“SAR”) contracts in the UK The credit facilities bear interest at a rate equal to SONIA plus 2.75% per annum and have approximately thirteen-year terms with repayment due in quarterly installments which commenced on March 31, 2023. Bristow's obligations under the NatWest Debt are secured by ten SAR helicopters. During the twelve months ended December 31, 2023, the Company made principal and interest payments of $13.0 million and $11.4 million, respectively. As of December 31, 2023, the Company had $8.4 million of unamortized deferred financing fees associated with the NatWest Debt. In January 2024, Bristow entered into a new twelve-year secured equipment financing for an aggregate principal amount of up to £55 million with a syndicate of banks led by National Westminster Bank Plc NatWest. The proceeds from the financing will be used to support Bristow's capital commitments related to the UKSAR2G contract. Bristow's obligations will be secured by four new Leonardo AW139 SAR configured helicopters, yet to be delivered. The credit facility has a 15-month availability period and is expected to fund during 2024, subject to delivery of the new SAR configured helicopters. The credit facility will bear interest at a rate equal to the SONIA plus 2.75% per annum. Bristow contemporaneously entered into amendments and restatements of the credit facilities with respect to the other two existing tranches of the NatWest Debt in order to, among other things, reflect that certain subsidiaries will be providing guarantees of the term loans under the NatWest Debt. ABL Facility — The Company’s asset-backed revolving credit facility (the “ABL Facility”) was entered into in April 2018, and provides that amounts borrowed under the ABL Facility (i) are secured by certain accounts receivable owing to the borrower subsidiaries and the deposit accounts into which payments on such accounts receivable are deposited, and (ii) are fully and unconditionally guaranteed as to payment by the Company, as a parent guarantor, and each of Bristow Norway AS, BHL, Bristow U.S. LLC and Era Helicopters, LLC (collectively, the “ABL Borrowers”). As of December 31, 2023, the ABL Facility provided for commitments in an aggregate amount of $85.0 million with the ability to increase the total commitments up to a maximum aggregate amount of $120.0 million, subject to the terms and conditions therein. As of December 31, 2023 and 2022, there were no outstanding borrowings under the ABL Facility nor had the Company made any draws during the twelve months ended December 31, 2023. Letters of credit issued under the ABL Facility in the aggregate face amount of $3.1 million and $0.6 million were outstanding on December 31, 2023 and 2022. The Company’s scheduled principal long-term maturities as of December 31, 2023, which excludes unamortized deferred financing fees of $14.2 million, were as follows (in thousands): Total Due 2024 $ 13,247 2025 13,247 2026 13,247 2027 13,247 2028 413,247 Thereafter 96,042 $ 562,277 Cash paid for interest expenses, net of capitalized interest, was $39.5 million, $17.6 million and $32.0 million during the twelve months ended December 31, 2023, nine months ended December 31, 2022 and twelve months ended March 31, 2022, respectively. |
FAIR VALUE DISCLOSURES
FAIR VALUE DISCLOSURES | 12 Months Ended |
Dec. 31, 2023 | |
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. 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. 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. Fair Values of Debt The fair value of the Company’s debt has been estimated in accordance with the accounting standards 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 values of the Company’s debt for the periods in the table below were as follows (in thousands): Carrying Level 1 Level 2 Level 3 December 31, 2023 LIABILITIES 6.875% Senior Notes (1) $ 394,184 $ — $ 383,068 $ — NatWest Debt (2) 153,886 — 162,467 — $ 548,070 $ — $ 545,535 $ — December 31, 2022 LIABILITIES 6.875% Senior Notes (1) $ 392,763 $ — $ 366,629 $ — Lombard Debt (3) 118,658 — 120,358 — $ 511,421 $ — $ 486,987 $ — _________________ (1) As of December 31, 2023 and 2022, the carrying values of unamortized deferred financing fees related to the Senior Notes were $5.8 million and $7.2 million, respectively. (2) As of December 31, 2023, the carrying values of unamortized deferred financing fees related to the NatWest Debt were $8.4 million. (3) As of December 31, 2022, the carrying values of unamortized discounts related to the Lombard Debt were $7.0 million. |
DERIVATIVE FINANCIAL INSTRUMENT
DERIVATIVE FINANCIAL INSTRUMENTS | 12 Months Ended |
Dec. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE FINANCIAL INSTRUMENTS | DERIVATIVE FINANCIAL INSTRUMENTS From time to time, the Company may use derivatives to partially offset its business exposure to foreign currency risks on expected future cash flows. The Company enters into master netting arrangements to mitigate credit risk in derivative transactions by permitting net settlement of transactions with the same counterparty. The Company does not offset fair value amounts recognized for derivative instruments under master netting arrangements. The derivative agreements do not contain credit-risk-related contingent features. There are no amounts of related financial collateral received or pledged. The Company does not use any of its derivative instruments for speculative or trading purposes. Cash Flow Hedges The Company may use foreign exchange options or forward contracts to hedge a portion of its forecasted foreign currency denominated transactions. To receive hedge accounting treatment, all hedging relationships are formally documented at the inception of the hedge, and the hedges must be highly effective in offsetting changes to future cash flows on hedged transactions. These foreign exchange hedge contracts, carried at fair value, have maturities of up to 15 months. As of December 31, 2023 and 2022, total notional amounts of outstanding cash flow hedges were $254.7 million and $134.7 million, respectively. As of December 31, 2023, the estimated net amounts of gains (losses) expected to be reclassified from accumulated other comprehensive income into earnings within the next 12 months is $0.9 million. For the twelve months ended December 31, 2023, nine months ended December 31, 2022 and twelve months ended March 31, 2022, there were no net gains or losses recognized in earnings relating to hedges of forecasted transactions that did not occur. The fair value of derivative instruments on our Consolidated Balance Sheets as of December 31, 2023 and 2022 were as follows, presented on a gross basis (in thousands): December 31, 2023 2022 Fair Value Asset Derivatives Fair Value Liability Derivatives Fair Value Asset Derivatives Fair Value Liability Derivatives Derivatives designated as hedging instruments: Foreign exchange forward contracts $ 2,557 $ 1,200 $ 1,590 $ 144 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Fleet — The Company’s unfunded capital commitments as of December 31, 2023, consisted primarily of agreements to purchase helicopters and totaled $307.3 million, payable beginning in 2024. The Company also had $0.8 million of deposits paid on options not yet exercised as of December 31, 2023. Included in these commitments are orders to purchase six AW189 heavy helicopters, six AW139 medium helicopters, five AW169 light twin helicopters and five H135 light twin helicopters. The AW139 helicopters are scheduled to be delivered in 2024, and the AW189 helicopters and H135 helicopters are scheduled to be delivered between 2024 and 2025. Delivery dates for the AW169 helicopters have yet to be determined. In addition, the Company has outstanding options to purchase up to six additional AW189 helicopters and ten additional H135 helicopters. If these options are exercised, the AW189 helicopters would be scheduled for delivery between 2025 and 2026, and the H135 helicopters would be scheduled for delivery between 2027 and 2028. The Company may, from time to time, purchase aircraft for which it has no orders. The Company may terminate $35.6 million of its capital commitments (inclusive of deposits paid on options not yet exercised) without further liability other than aggregate liquidated damages of approximately $1.1 million. General Litigation and Disputes In July 2021, the Company settled a bankruptcy preference claim related to amounts paid under a termination agreement between Old Bristow and Columbia Helicopters, Inc. The settlement was considered a gain contingency and resulted in a $9.0 million cash receipt and is included within other income within our consolidated statement of operations during the twelve months ended March 31, 2022. The Company operates in jurisdictions internationally where it is subject to risks that include government action to obtain additional tax revenues. 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. Management has used estimates in determining the Company’s potential exposure to these matters and has recorded reserves in its 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 | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
LEASES | LEASES The Company leases aircraft, land, hangars, buildings, fuel tanks and tower sites under operating lease agreements. The majority of the bases from which the Company operates are leased with remaining terms between one Operating leases as of the periods reflected in the table below were as follows (in thousands): December 31, 2023 2022 Operating lease right-of-use assets $ 287,939 $ 240,977 Current portion of operating lease liabilities 75,288 76,261 Operating lease liabilities 214,957 165,955 Total operating lease liabilities $ 290,245 $ 242,216 Operating leases for the periods reflected in the table below were as follows (in thousands, except years and percentages): Twelve Months Ended December 31, 2023 Nine Months Ended December 31, 2022 Twelve Months Ended March 31, 2022 Cash paid for operating leases $ 106,408 $ 69,669 $ 100,339 ROU assets obtained in exchange for lease obligations $ 135,650 $ 107,034 $ 34,185 Weighted average remaining lease term 5 years 5 years 4 years Weighted average discount rate 6.38 % 6.09 % 6.13 % The Company’s leases for aircraft range up to base terms of 143 months with renewal options of up to 48 months. 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. Rent expense for the periods reflected in the table below were as follows (in thousands): Twelve Months Ended December 31, 2023 Nine Months Ended December 31, 2022 Twelve Months Ended March 31, 2022 Rent expense under all operating leases $ 102,729 $ 74,378 $ 106,180 Rent expense under operating leases for aircraft $ 80,889 $ 57,976 $ 83,788 As of December 31, 2023, aggregate future payments under all non-cancelable operating leases that have initial or remaining terms in excess of one year, including leases for aircraft, are as follows (in thousands): Aircraft Other Total Twelve months ended December 31, 2024 $ 79,109 $ 11,548 $ 90,657 2025 71,167 9,419 80,586 2026 58,117 7,599 65,716 2027 36,325 5,000 41,325 2028 22,214 4,137 26,351 Thereafter 25,713 9,515 35,228 $ 292,645 $ 47,218 $ 339,863 |
INTANGIBLES
INTANGIBLES | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLES | INTANGIBLES The Company’s intangible assets are reflected on the consolidated balance sheet in other long-term assets and are primarily related to search and rescue (“SAR”) customer contracts under UK operations (including both intangible assets for UKSAR and the Falkland Islands customer contracts) and Power-by-the-hour (“PBH”) maintenance agreements. Amortization expense of SAR customer contracts is included in depreciation and amortization expense on the consolidated statements of operations. Amortization expense of PBH intangible assets is included in operating expense on the consolidated statement of operations. Intangible assets by type for the periods reflected below were as follows (in thousands): SAR customer PBH Total Gross Carrying Amount March 31, 2022 $ 59,240 $ 92,081 $ 151,321 Additions 7,037 — 7,037 Write-offs — (5,187) (5,187) Translation (3,406) (2,614) (6,020) December 31, 2022 $ 62,871 $ 84,280 $ 147,151 Translation 1,974 1,710 3,684 December 31, 2023 $ 64,845 $ 85,990 $ 150,835 Accumulated Amortization March 31, 2022 $ (19,455) $ (47,945) $ (67,400) Amortization expense (6,480) (7,456) (13,936) December 31, 2022 $ (25,935) $ (55,401) $ (81,336) Amortization expense (11,036) (10,020) (21,056) December 31, 2023 $ (36,971) $ (65,421) $ (102,392) Weighted average remaining contractual life, in years 3.2 12.4 7.1 Future amortization expense of intangible assets for periods ended December 31, is as follows (in thousands): SAR customer PBH Total 2024 $ 9,156 $ 9,882 $ 19,038 2025 8,883 8,734 17,617 2026 8,766 259 9,025 2027 793 259 1,052 2028 276 259 535 Thereafter — 1,176 1,176 $ 27,874 $ 20,569 $ 48,443 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The Company recognizes deferred tax assets or liabilities for the differences between the financial statement carrying amount and tax basis of assets and liabilities using enacted tax rates in effect for the years in which the asset is expected to be recovered or the liability is expected to be settled. The components of deferred tax assets and liabilities are as follows (in thousands): December 31, 2023 2022 Deferred tax assets: Foreign tax credits $ 19,456 $ 30,142 Net operating losses 153,068 155,532 Pension liability (269) 5,383 Interest expense limitation 49,431 42,995 Accrued expenses not currently deductible 18,367 14,439 Lease liabilities 34,553 36,101 Other 6,544 10,771 Gross deferred tax assets 281,150 295,363 Valuation allowance (155,411) (159,648) Total deferred tax assets $ 125,739 $ 135,715 Deferred tax liabilities: Property and equipment $ (99,684) $ (96,121) Inventories (1,366) (2,152) Investment in foreign subsidiaries and unconsolidated affiliates (6,365) (14,059) Right-of-use lease asset (34,496) (35,135) Intangibles (13,245) (14,440) Other (2,578) (3,308) Total deferred tax liabilities $ (157,734) $ (165,215) Net deferred tax liabilities $ (31,995) $ (29,500) As of December 31, 2023, the Company had deferred tax assets of $10.7 million recorded in other assets on the consolidated balance sheets. For U.S. income taxes, companies may use foreign tax credits to offset the income taxes due on income earned from foreign sources. The foreign tax credits claimed for a particular taxable year may be limited. Foreign tax credits may be carried back one year and forward ten years. As of December 31, 2023, the Company had $19.5 million of excess foreign tax credits, of which, $13.2 million will expire in 2024 and $6.3 million will expire after 2025. As of December 31, 2023, the Company had a $38.0 million net operating loss carryforward in the U.S. In addition, the Company has net operating losses in certain states totaling $563.4 million, which began to expire during the twelve months ended December 31, 2023. The following table shows the expiration of such loss carryforwards (in thousands, except dates): December 31, 2023 Expiration Foreign tax credit carryforwards $19,456 2024-2032 Foreign net operating loss carryforwards $395,232 Indefinite State net operating loss carryforwards $428,846 Indefinite State net operating loss carryforwards $134,533 2024-2041 Section 163j interest expense $235,384 Indefinite The Company estimates the likelihood of the recoverability of its deferred tax assets. Any valuation allowance recorded is based on estimates and assumptions of taxable income in future periods and a determination is made of the magnitude of deferred tax assets which are more likely than not to be realized. If these estimates and related assumptions change in the future, the Company may be required to record additional valuation allowance against its deferred tax assets and its effective tax rate may increase which could result in a material adverse impact on the Company’s financial position, results of operations and cash flows. The valuation allowance continues to be applied against certain deferred income tax assets where the Company has assessed that the realization of such assets does not meet the “more likely than not” criteria. Valuation allowances against net deferred tax assets aggregated to $155.4 million and $159.6 million as of December 31, 2023 and 2022, respectively. As of December 31, 2023, valuation allowances were $79.1 million for foreign operating loss carryforwards, $32.4 million for state operating loss carryforwards, $27.7 million for interest expense limitation carryforwards, $15.3 million for foreign tax credits and $0.9 million for capital loss carryforwards. As of December 31, 2022, valuation allowances were $79.9 million for foreign operating loss carryforwards, $31.6 million for state operating loss carryforwards, $17.7 million for interest expense limitation carryforwards and $29.4 million for foreign tax credits and $1.0 million for capital loss carryforwards. The Company recorded $2.5 million of deferred taxes related to the change in estimated UK pension liabilities. This amount is reflected in other comprehensive income. During the twelve months ended December 31, 2023, the Company utilized $27.0 million of net operating losses in various foreign jurisdictions and released through continuing operations an offsetting valuation allowance previously recorded against the net operating losses. The components of income (loss) before income taxes for the periods reflected in the table below were as follows (in thousands): Twelve Months Ended December 31, 2023 Nine Months Ended December 31, 2022 Twelve Months Ended March 31, 2022 Domestic $ (39,130) $ (7,692) $ (23,346) Foreign 57,142 28,771 18,927 Income (loss) before income taxes $ 18,012 $ 21,079 $ (4,419) The components of income tax expense (benefit) for the periods reflected in the table below were as follows (in thousands): Twelve Months Ended December 31, 2023 Nine Months Ended December 31, 2022 Twelve Months Ended March 31, 2022 Current: Domestic $ 10,347 $ 3,995 $ 5,971 Foreign 13,916 8,821 7,068 $ 24,263 $ 12,816 $ 13,039 Deferred: Domestic $ (2,568) $ (3,419) $ (5,945) Foreign 3,237 (1,903) 4,200 $ 669 $ (5,322) $ (1,745) Income tax expense $ 24,932 $ 7,494 $ 11,294 The reconciliation of the U.S. Federal statutory tax rate to the effective income tax rate for the periods reflected in the table below is as follows: Twelve Months Ended December 31, 2023 Nine Months Ended December 31, 2022 Twelve Months Ended March 31, 2022 Statutory rate 21.0 % 21.0 % 21.0 % Net foreign tax on non-U.S. earnings 15.5 % 49.0 % (348.2) % Foreign earnings double tax relief (9.5) % (5.0) % 25.2 % Foreign earnings indefinitely reinvested abroad (3.4) % (28.7) % 44.8 % Change in valuation allowance (23.6) % (12.9) % 16.7 % Foreign earnings that are currently taxed in the U.S. 7.4 % 5.9 % (40.5) % Changes in prior year estimates — % 0.9 % (3.8) % Impact of U.S. withholding tax 2.2 % 3.6 % (10.1) % Impact of tax rate changes 2.6 % — % — % Foreign tax credits 76.5 % — % — % Deferred gains 7.9 % — % — % GILTI income 19.8 % — % — % Other, net 22.0 % 1.8 % (45.2) % Sale of subsidiaries — % — % 22.0 % Impairment of foreign investments — % — % 62.4 % Effective tax rate 138.4 % 35.6 % (255.7) % The Company’s effective income tax rate for the twelve months ended December 31, 2023 is primarily impacted by income tax from non-US earnings in certain profitable jurisdictions, adjustments to valuation allowances against future realization of deductible business interest expense and adjustments to valuation allowances against net operating losses. The Company files income tax returns in the U.S. federal jurisdiction, various states and foreign jurisdictions. The Company is currently undergoing multiple tax examinations in various jurisdictions in which it operates. The ultimate settlement and timing of these additional potential tax assessments is uncertain, but the Company will continue to vigorously defend its return filing positions and does not view additional assessments as probable at this time. The following table summarizes the years open by jurisdiction as of December 31, 2023: Years Open U.S. 2020 to present UK 2022 to present Nigeria 2013 to present Trinidad 2010 to present Australia 2019 to present Norway 2019 to present Brazil 2019 to present During the twelve months ended December 31, 2023, adjustments were made to estimates for uncertain tax positions in certain tax jurisdictions based upon changes in facts and circumstances, resulting in an increase to income tax expense. As of December 31, 2023 and 2022, the Company had $4.2 million and $4.1 million, of unrecognized tax benefits respectively, all of which would have an impact on its effective tax rate, if recognized. The activity associated with unrecognized tax benefit for the periods reflected in the table below was follows (in thousands): Twelve Months Ended December 31, 2023 Nine Months Ended December 31, 2022 Twelve Months Ended March 31, 2022 Unrecognized tax benefits – beginning of period $ 4,067 $ 3,942 $ 4,258 Increases for tax positions taken in prior periods 106 200 147 Decreases for tax positions taken in prior periods — (75) (420) Decrease related to statute of limitation expirations — — (43) Unrecognized tax benefits – end of period $ 4,173 $ 4,067 $ 3,942 As of December 31, 2023, the Company had aggregated approximately $211.3 million in unremitted earnings generated by foreign subsidiaries. The Company expects to indefinitely reinvest these earnings. The Company has not provided deferred taxes on these unremitted earnings. If the Company’s expectations were to change, withholding and other applicable taxes incurred upon repatriation, if any, are not expected to have a material impact on its results of operations. |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
SHARE-BASED COMPENSATION | SHARE-BASED COMPENSATION In August 2021, the Company adopted the 2021 Equity Incentive Plan (the “LTIP”). Upon adoption, the LTIP replaced all pre-existing plans. The aggregate number of shares of common stock reserved and available for issuance pursuant to awards granted under the LTIP are (a) 1,640,000 shares minus (b) one share for each share issued under awards granted under pre-existing plans on or after June 1, 2021, through the adoption date of the LTIP, and plus (c) the number of shares subject to awards under pre-existing plans that are forfeited or expire and become available for issuance under the terms of the LTIP. The LTIP allows for awards to be granted in the form of stock options, stock appreciation rights, shares of restricted stock, other share-based awards (payable in cash or common stock) or performance awards, or any combination thereof, and may be made to outside directors, employees or consultants. Shares underlying awards that expire, terminate, are cancelled, or forfeited to the Company, or are settled in cash may be reused for subsequent awards. As of December 31, 2023, 823,882 shares remained available to grant under the LTIP. Restricted Stock — During the twelve months ended December 31, 2023, the number of shares and the weighted average grant price of restricted stock transactions were as follows: Number of Shares Weighted Average Grant Price Non-vested as of January 1, 2023: 1,356,379 $ 28.78 Granted 656,556 $ 24.35 Vested/released (435,298) $ 24.65 Cancelled/forfeited (133,962) $ 14.31 Non-vested outstanding as of December 31, 2023 1,443,675 $ 29.36 The aggregate intrinsic value of the awards that vested and were released during the twelve months ended December 31, 2023, was $11.2 million. As of December 31, 2023, the Company had approximately $18.1 million in total unrecognized compensation costs associated with these awards, and the weighted average period over which it is expected to be recognized is 1.8 years. Stock Options — During the twelve months ended December 31, 2023, the number of stock options transactions and the weighted average grant price of stock options were as follows: Number of Shares Weighted Average Grant Price Weighted Average Exercise Price Outstanding as of January 1, 2023: 412,529 $ 19.99 $ 22.11 Exercised/released (12,500) $ 10.99 $ 15.76 Cancelled/forfeited (1,540) $ 24.67 $ 17.87 Expired (22,410) $ 27.35 $ 55.69 Outstanding as of December 31, 2023 376,079 $ 19.83 $ 20.34 As of December 31, 2023, the Company had no unrecognized compensation costs associated with stock options. The weighted average remaining contractual term on the outstanding stock options is 5.8 years. As of December 31, 2023, the weighted average exercise price of the vested and exercisable stock options was $20.34 and had an aggregate intrinsic value of $3.8 million. The Company did not grant any stock options during the twelve months ended December 31, 2023, the nine months ended December 31, 2022, and twelve months ended March 31, 2022. The Company utilizes the Black-Scholes option valuation model for estimating the fair value of its stock options and these stock options either vest on a cliff-basis after three years or in equal parts over four years, depending on the award agreement terms. The Company grants non-performance based restricted stock units that vest over a three year period and Cash Return on Invested Capital (“ROIC”) awards at grant date fair values derived using the Company’s closing stock price on the day the awards are granted and also vest over a three year period. The grant date fair values on performance-based restricted stock units (“PSUs”) and Total Stock Return (“TSR”) awards are determined under a Monte Carlo Simulation in a risk-neutral framework using Geometric Brownian Motion and will vest on a cliff-basis, after three years, subject to certain stock price performance targets. |
DEFINED CONTRIBUTION AND PENSIO
DEFINED CONTRIBUTION AND PENSION PLANS | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
DEFINED CONTRIBUTION AND PENSION PLANS | DEFINED CONTRIBUTION AND PENSION PLANS The Bristow Group Inc. Employee Savings and Retirement Plan (the “Bristow Plan”) covers certain of the Company’s U.S. employees. Under the Bristow Plan, the Company matches each participant’s contributions up to 3% of the employee’s compensation. In addition, under the Bristow Plan, the Company contributes an additional 3% of the employee’s compensation. BHL and Bristow International Aviation (Guernsey) Limited (“BIAGL”) each have a defined contribution plan (the “Defined Benefit Pension Plans”). These defined contribution plans were put in place for new hires following the closure of the defined benefit pension plans described below. There are defined contribution sections within the closed defined benefit plans which were established for those defined benefit members who were in active service when the schemes closed to new benefit accrual. The Company’s contributions to its defined contribution plans were $28.4 million, $15.7 million and $21.4 million for the twelve months ended December 31, 2023, nine months ended December 31, 2022 and twelve months ended March 31, 2022, respectively. Defined Benefit Plans The Defined Benefit Pension Plans were replaced by the defined contribution plans described above and closed to future accrual as of February 1, 2004. Prior to replacement, the Defined Benefit Pension Plans covered all full-time employees of Bristow Aviation and BIAGL employed on or before December 31, 1997. The defined benefits for participants in the Defined Benefit Pension Plans were based on the employee’s annualized average last three years’ pensionable salaries up to February 1, 2004, increasing thereafter in line with retail price inflation (prior to 2011) and consumer price inflation (from 2011 onwards), and subject to maximum increases of 5% per year over the period to retirement. Any valuation deficits are funded by contributions by BHL and BIAGL. Plan assets are held in separate funds administered by the plans’ trustee (the “Plan Trustee”), which are primarily invested in equities, debt securities and cash. The measurement date adopted is December 31, and resulting gains or losses are amortized over the average remaining life expectancy of the plan members. The following table shows the activity associated with the projected benefit obligation and the fair value of plan assets in addition to the defined benefit retirement plans’ funded status (in thousands): Twelve Months Ended December 31, 2023 Nine Months Ended December 31, 2022 Twelve Months Ended March 31, 2022 Change in benefit obligation: Projected benefit obligation (PBO) at beginning of period $ 367,609 $ 529,956 $ 578,918 Service cost 42 663 732 Interest cost 17,406 8,987 9,757 Actuarial loss (gain) (17,939) (107,835) (9,592) Benefit payments and expenses (25,771) (18,481) (23,418) Effect of exchange rate changes 21,968 (45,681) (26,441) Projected benefit obligation (PBO) at end of period $ 363,315 $ 367,609 $ 529,956 Change in plan assets: Fair value of assets at beginning of period $ 347,520 $ 511,786 $ 534,768 Actual return on assets 9,836 (113,510) 8,633 Employer contributions 14,278 11,725 16,234 Benefit payments and expenses (25,771) (18,481) (23,418) Effect of exchange rate changes 20,767 (44,000) (24,431) Fair value of assets at end of period $ 366,630 $ 347,520 $ 511,786 Reconciliation of funded status: Accumulated benefit obligation (ABO) $ 363,315 $ 367,609 $ 529,956 Projected benefit obligation (PBO) $ 363,315 $ 367,609 $ 529,956 Fair value of assets (366,630) (347,520) (511,786) Net recognized pension liability (asset) $ (3,315) $ 20,089 $ 18,170 Amounts recognized in accumulated other comprehensive loss $ (7,528) $ 12,441 $ (5,962) The service cost component is reported in the Company’s consolidated statements of operations in total costs and expenses Twelve Months Ended December 31, 2023 Nine Months Ended December 31, 2022 Twelve Months Ended March 31, 2022 Service cost for benefits earned during the period $ 42 $ 663 $ 732 Interest cost on pension benefit obligation 17,406 8,987 9,757 Expected return on assets (18,321) (11,347) (12,290) Net periodic pension cost (benefit) $ (873) $ (1,697) $ (1,801) Actuarial assumptions used to develop the components of the Defined Benefit Pension Plans for the periods reflected in the table below were as follows: Twelve Months Ended December 31, 2023 Nine Months Ended December 31, 2022 Twelve Months Ended March 31, 2022 Discount rate 4.80 % 2.70 % 2.00 % Expected long-term rate of return on assets 5.02 % 3.22 % 2.42 % Pension increase rate 3.10 % 3.40 % 3.00 % The Company utilizes a British pound sterling denominated AA corporate bond index as a basis for determining the discount rate for its Defined Benefit Pension Plans. The expected rate of return assumptions have been determined following consultation with the Company’s actuarial advisors. In the case of bond investments, the rates assumed have been directly based on market redemption yields at the measurement date, and those on other asset classes represent forward-looking rates that have typically been based on other independent research by investment specialists. Under UK and Guernsey legislation, it is the Plan Trustee who is responsible for the investment strategy of the plans, although day-to-day management of the assets is delegated to a team of regulated investment fund managers. The Plan Trustee of the Bristow Staff Pension Scheme (the “Scheme”) aims to invest the assets of the Scheme prudently so that the benefits promised to members are provided. In setting the investment strategy, the Trustee first considered the lowest risk asset allocation that it could adopt in relation to the Scheme’s liabilities. The types of investments are held, and the relative allocation of assets to investments is selected, in light of the liability profile of the Scheme, its cash flow requirements, the funding level and the Plan Trustee’s stated objectives. In addition, in order to avoid an undue concentration of risk, assets are diversified within and across asset classes. The market value of the plan’s assets as of December 31, 2023 and 2022 was allocated between asset classes. Details of target allocation percentages under the Plan Trustee’s investment strategies as of the same dates are also included as follows: Target Allocation Actual Allocation Asset Category 2023 2022 2023 2022 Equity securities 20.9 % 14.4 % 21.9 % 20.5 % Debt securities 24.7 % 19.0 % 38.4 % 29.8 % Property 5.9 % 6.7 % 4.6 % 6.8 % Other assets 48.5 % 59.9 % 35.1 % 42.9 % Total 100.0 % 100.0 % 100.0 % 100.0 % The following table summarizes, by level within the fair value hierarchy, the plan assets as of December 31, 2023, which are valued at fair value (in thousands): Quoted Prices Significant Significant Balance as of December 31, 2023 Cash and cash equivalents $ 6,629 $ 13,895 $ — $ 20,524 Equity investments - UK 510 — — 510 Equity investments - non-UK 2,932 — — 2,932 Insurance linked securities — — 382 382 Liquid credit — 49,334 — 49,334 Alternative investments — 52,521 — 52,521 Diversified growth (absolute return) funds 892 — — 892 Government debt securities 892 89,235 — 90,127 Corporate debt securities 1,402 — — 1,402 Insurance policy — — 110,779 110,779 Total fair value investments $ 13,257 $ 204,985 $ 111,161 $ 329,403 Net asset value (1) — — — 37,227 Total investments $ 13,257 $ 204,985 $ 111,161 $ 366,630 ____________________ (1) Includes illiquid credit and property debt amounts held at net asset values. The following table summarizes, by level within the fair value hierarchy, the plan assets as of December 31, 2022, which are valued at fair value (in thousands): Quoted Prices Significant Significant Balance as of December 31, 2022 Cash and cash equivalents $ 3,729 $ 9,623 $ — $ 13,352 Equity investments - UK 962 — — 962 Equity investments - non-UK 2,165 — — 2,165 Insurance linked securities — — 25,141 25,141 Liquid credit — 7,819 — 7,819 Alternative investments — 42,222 — 42,222 Diversified growth (absolute return) funds 722 — — 722 Government debt securities 481 102,007 — 102,488 Corporate debt securities 1,203 — — 1,203 Insurance policy — — 108,863 108,863 Total fair value investments $ 9,262 $ 161,671 $ 134,004 $ 304,937 Net asset value (1) — — — 42,583 Total investments $ 9,262 $ 161,671 $ 134,004 $ 347,520 ____________________ (1) Includes illiquid credit and property debt amounts held at net asset values. The investments’ fair value measurement level within the fair value hierarchy is classified in its entirety based on the lowest level of input that is significant to the measurement. The fair value of assets using Level 2 inputs is determined based on the fair value of the underlying investment using quoted prices in active markets or other significant inputs that are deemed observable. The Company expects to fund payments with cash contributions to the plans, plan assets and earnings on plan assets. Estimated future benefit payments for each of the years ended December 31 is as follows (in thousands): Year Ended December 31, Payments 2024 $ 10,619 2025 5,099 2026 5,099 2027 5,099 2028 5,099 Thereafter — |
STOCKHOLDERS_ EQUITY AND ACCUMU
STOCKHOLDERS’ EQUITY AND ACCUMULATED OTHER COMPREHENSIVE INCOME | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY AND ACCUMULATED OTHER COMPREHENSIVE INCOME | STOCKHOLDERS’ EQUITY AND ACCUMULATED OTHER COMPREHENSIVE INCOME Stock Repurchase Program In August 2022, the Board authorized a stock repurchase program providing for the repurchase of up to $40.0 million. Purchases of the Company’s common stock under this stock repurchase program may be made in the open market, including pursuant to a Rule 10b5-1 program, by block repurchases, in private transactions (including with related parties) or otherwise, from time to time, depending on market conditions, has no expiration date and may be suspended or discontinued at any time without notice, subject to any changes in applicable law or regulations thereunder. As of December 31, 2023, 40.0 million remained available under this stock repurchase program. Accumulated Other Comprehensive Income (Loss) The following table shows the changes in balances for accumulated other comprehensive income (loss) (in thousands): Currency Translation Adjustments Pension Liability Adjustments (1) Unrealized gain (loss) on cash flow hedges (2) Total Balance as of March 31, 2021 $ 32,646 $ (37,965) $ (1,596) $ (6,915) Other comprehensive loss before reclassification (25,274) — — (25,274) Reclassified from accumulated other comprehensive income — 5,962 2,777 8,739 Net current period other comprehensive income (loss) (25,274) 5,962 2,777 (16,535) Foreign exchange rate impact (1,729) 1,729 — — Balance as of March 31, 2022 $ 5,643 $ (30,274) $ 1,181 $ (23,450) Other comprehensive loss before reclassification (48,368) — (455) (48,823) Reclassified from accumulated other comprehensive income — (12,441) 657 (11,784) Net current period other comprehensive income (loss) (48,368) (12,441) 202 (60,607) Foreign exchange rate impact (2,625) 2,625 — — Balance as of December 31, 2022 $ (45,350) $ (40,090) $ 1,383 $ (84,057) Other comprehensive income before reclassification 21,370 — (84) 21,286 Reclassified from accumulated other comprehensive income — 7,528 600 8,128 Net current period other comprehensive income 21,370 7,528 516 29,414 Foreign exchange rate impact 2,379 (2,379) — — Balance as of December 31, 2023 $ (21,601) $ (34,941) $ 1,899 $ (54,643) __________________________ (1) Reclassification of amounts related to pension liability adjustments are included as a component of net periodic pension cost. (2) |
EARNINGS PER SHARE
EARNINGS PER SHARE | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | 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 units and awards which were outstanding during the period but were anti-dilutive. The following table shows the computation of basic and diluted earnings per share (in thousands, except and per share amounts): Twelve Months Ended December 31, 2023 Nine Months Ended December 31, 2022 Twelve Months Ended March 31, 2022 Income (loss): Net income (loss) attributable to Bristow Group Inc. $ (6,780) $ 13,528 $ (15,791) Shares of common stock: Weighted average shares of common stock outstanding – basic 28,139 28,066 28,533 Net effect of dilutive stock — 508 — Weighted average shares of common stock outstanding – diluted (1) 28,139 28,574 28,533 Earnings (losses) per common share - basic $ (0.24) $ 0.48 $ (0.55) Earnings (losses) per common share - diluted $ (0.24) $ 0.47 $ (0.55) ___________________________ (1) Excludes weighted average common shares of 1,920,901 for the twelve months ended December 31, 2023, 1,276,783 for the nine months ended December 31, 2022 and 1,573,745 for the twelve months ended March 31, 2022, for certain share awards as the effect of their inclusion would have been antidilutive. |
SEGMENT AND GEOGRAPHIC AREA INF
SEGMENT AND GEOGRAPHIC AREA INFORMATION | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
SEGMENT AND GEOGRAPHIC AREA INFORMATION | SEGMENT AND GEOGRAPHIC AREA INFORMATION The Company conducts business in one segment: aviation services. The aviation services global operations include four regions as follows: Europe, the Americas, Africa and Asia Pacific. The Europe region comprises all of the Company’s operations and affiliates in Europe, including the Dutch Caribbean, the Falkland Islands, the Netherlands, Norway and the UK. The Americas region comprises all of the Company’s operations and affiliates in North America and South America, including Brazil, Canada, Guyana, Suriname, Trinidad and the U.S. Gulf of Mexico. The Africa region comprises all of the Company’s operations and affiliates on the African continent, including Nigeria. The Asia Pacific region comprises all of the Company’s operations and affiliates in Australia. The percentage of the Company’s operating revenues were derived from the following major customers for the periods reflected in the table below were as follows: Twelve Months Ended December 31, 2023 Nine Months Ended December 31, 2022 Twelve Months Ended March 31, 2022 Customer A 18.5 % 19.4 % 20.3 % Customer B 8.8 % 9.0 % 11.1 % Customer C 5.6 % 6.0 % 6.3 % Total percentage of operating revenues 32.9 % 34.4 % 37.7 % The following tables show region information reconciled to consolidated totals, and prepared on the same basis as the Company’s consolidated financial statements (in thousands): Twelve Months Ended December 31, 2023 Nine Months Ended December 31, 2022 Twelve Months Ended March 31, 2022 Region revenues from external customers: Europe $ 721,553 $ 492,981 $ 662,421 Americas 366,214 287,975 379,623 Africa 122,638 77,038 69,663 Asia Pacific 87,024 64,217 72,035 Other — 358 1,462 Total region revenues $ 1,297,429 $ 922,569 $ 1,185,204 Consolidated operating income (loss): Europe $ 52,017 $ 45,020 $ 62,082 Americas 62,614 46,208 71,571 Africa 27,959 (986) (27,848) Asia Pacific 11,256 2,809 (13,454) Other (94,207) (62,700) (92,515) Gains (losses) on disposal of assets 1,112 (480) 1,347 Total consolidated operating income (loss) $ 60,751 $ 29,871 $ 1,183 December 31, 2023 2022 Identifiable assets: Europe $ 1,186,587 $ 1,012,291 Americas 525,050 484,410 Africa 88,445 84,528 Asia Pacific 58,980 37,459 Other 78,216 193,313 Total identifiable assets $ 1,937,278 $ 1,812,001 The Company attributes revenue to various countries based on the location where services are actually performed. Long-lived assets consist primarily of helicopters and fixed wing aircraft and are attributed to various countries based on the physical location of the asset at the end of the periods reflected in the table below. Information by geographic area is as follows (in thousands): Twelve Months Ended December 31, 2023 Nine Months Ended December 31, 2022 Twelve Months Ended March 31, 2022 Revenues: UK $ 436,419 $ 305,862 $ 406,089 Norway 240,793 179,724 256,461 U.S. 216,588 149,171 196,693 Other 403,629 287,812 325,961 Total revenues $ 1,297,429 $ 922,569 $ 1,185,204 December 31, 2023 2022 Long-lived assets: UK $ 643,592 $ 649,711 Norway 176,424 110,466 U.S. 183,363 292,335 Other 212,326 103,716 Total long-lived assets $ 1,215,705 $ 1,156,228 |
TRANSITION PERIOD COMPARATIVE D
TRANSITION PERIOD COMPARATIVE DATA | 12 Months Ended |
Dec. 31, 2023 | |
Quarterly Financial Information Disclosure [Abstract] | |
TRANSITION PERIOD COMPARATIVE DATA | TRANSITION PERIOD COMPARATIVE DATA The following table shows selected financial information for the twelve months ended December 31, 2023 and the comparative period ended December 31, 2022 (the “Comparative Period”). The Comparative Period information is derived from the Company’s unaudited, consolidated and combined financial statements. Twelve Months Ended December 31, 2023 2022 (Unaudited) Condensed income statement Total revenues $ 1,297,429 $ 1,209,968 Total costs and expenses 1,244,955 1,179,397 Loss on impairment — (5,187) Gains (losses) on disposal of assets 1,112 (521) Earnings from unconsolidated affiliates 7,165 1,136 Operating income 60,751 25,999 Total other income (expense), net (42,739) (6,036) Income tax expense (24,932) (10,754) Net loss attributable to noncontrolling interests 140 6 Net income (loss) attributable to Bristow Group Inc. $ (6,780) $ 9,215 Earnings (losses) per common share: Basic $ (0.24) $ 0.33 Diluted $ (0.24) $ 0.32 Weighted average shares of common stock outstanding: Basic 28,139 28,104 Diluted 28,139 28,406 Condensed cash flows Net cash provided by (used in) operating activities $ 32,037 $ (7,727) Net cash used in investing activities (47,319) (51,984) Net cash provided by (used in) financing activities 22,035 (24,623) Effect of exchange rate changes on cash, cash equivalents and restricted cash 13,226 (29,445) Net increase (decrease) in cash, cash equivalents and restricted cash 19,979 (113,779) Cash, cash equivalents and restricted cash at beginning of period 163,683 277,462 Cash, cash equivalents and restricted cash at end of period $ 183,662 $ 163,683 Condensed balance sheets Total assets $ 1,937,278 $ 1,812,001 Total liabilities $ 1,114,099 $ 1,025,062 Total stockholders’ equity $ 823,179 $ 786,939 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | |
Pay vs Performance Disclosure | ||||
Net income (loss) attributable to Bristow Group Inc. | $ 13,528 | $ (6,780) | $ 9,215 | $ (15,791) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
BASIS OF PRESENTATION, AND SUMM
BASIS OF PRESENTATION, AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements include the accounts of Bristow Group Inc. and its consolidated entities. Unless the context otherwise indicates, references herein to the “Company” refer to the entity currently known as Bristow Group Inc. and formerly known as Era Group Inc., together with all of its current subsidiaries; “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 with Old Bristow on June 11, 2020 (the “Merger”); and “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 prior to the consummation of the Merger. Change in Fiscal Year End — In August 2022, the Board of Directors of Bristow (the “Board”) approved a change in the fiscal year end of the Company from March 31st to December 31st, effective January 1, 2023. As a result of this change, the Company filed audited financial statements for the nine-month transition period from April 1, 2022 to December 31, 2022, on a Transition Report on From 10-KT, filed with the Securities and Exchange Commission (“SEC”) on March 9, 2023. The consolidated financial information for the twelve months ended December 31, 2023, the nine months ended December 31, 2022, and twelve months ended March 31, 2022 has been prepared by the Company in accordance with U.S. generally accepted accounting principles (“GAAP”) and pursuant to the rules and regulations of the SEC on this Annual Report on Form 10-K. |
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 entities (“VIEs”) of which the Company is the primary beneficiary. All significant inter-company accounts and transactions are eliminated in consolidation. |
Accounting Estimates | Accounting Estimates — The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure on contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Such estimates may include, among other items, those related to allowance for doubtful accounts, useful lives of property and equipment, inventory allowances, income tax provisions, pensions, impairments, fair values used in purchase price allocations and certain accrued and contingent liabilities. Actual results could differ from those estimates and those differences may be material. |
Cash Equivalents | Cash Equivalents — The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Restricted Cash — The Company considers amounts deposited in escrow accounts at the end of each period as restricted cash. The Company’s restricted cash balances typically include certain payroll taxes for employee salaries in certain jurisdictions as outlined by local requirements and is shown as a separate line item in the consolidated balance sheet. |
Trade Receivables and Current Expected Credit Losses | Trade Receivables and Current Expected Credit Losses — The Company’s customers are primarily major integrated, national and independent offshore energy companies 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 analyses, the Company decides if additional reserve amounts are needed against the trade receivables asset pool on a case by case basis. When collection efforts have been exhausted, trade receivables and the associated allowance for doubtful accounts are removed from accounts receivables. |
Inventories | Inventories |
Property and equipment | Property and equipment — Property and equipment is stated at cost and depreciated using the straight-line method over the estimated useful life of the asset to an estimated salvage value. With respect to helicopters, the estimated useful life is typically based upon a newly built asset being placed into service and represents the point at which it is typically not justifiable for the Company to continue to operate the asset in the same or similar manner. From time to time, the Company may acquire older assets that have already exceeded the Company’s useful life policy, in which case the Company depreciates such assets based on its best estimate of remaining useful life. The Company reviews the estimated useful lives and salvage values of its property and equipment on an ongoing basis for any changes in estimates. The Company performs an impairment analysis on long-lived assets used in operations when events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. The Company’s long-lived assets are grouped at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other groups of assets. If an impairment is indicated for the asset group classified as held and used, an impairment evaluation will be performed. Asset impairment evaluations are based on estimated undiscounted cash flows over the remaining useful life for the assets being evaluated. If the sum of the expected future cash flows is less than the carrying amount of the asset group, the Company would be required to recognize an impairment loss. For aircraft types that are still operating where management has made the decision to sell or abandon the aircraft type at a fixed date, an analysis is completed to determine whether depreciation needs to be accelerated or additional depreciation recorded for an expected reduction in residual value at the planned disposal date. |
Investments in Unconsolidated Affiliates | Investment in Unconsolidated Affiliates — Unconsolidated affiliates are measured at fair value with changes in fair value recognized in net income. The Company uses a measurement alternative approach for equity investments without readily determinable fair values. The alternative method measures equity investments at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions in a similar investment of the same issuer. The Company performs regular reviews of each unconsolidated affiliate investee’s financial condition, the business outlook for its products and services and its present and projected results and cash flows. When an investee has experienced consistent declines in financial performance or difficulties raising capital to continue operations, the investment is written down to fair value. |
Leases | Leases — The Company recognizes a right-of-use (“ROU”) asset and a lease liability on its consolidated balance sheets for leases under which it is the lessee, after applying the short-term lease exemption. Operating lease ROU assets and liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date. For discount rate, the Company uses its incremental borrowing rate based on information available at commencement date if the rate implicit in the lease cannot be readily determined. |
Intangible Assets | Intangible Assets |
Contingencies | Contingencies — The Company establishes reserves for estimated loss contingencies when it believes a loss is probable and the amount of the loss can be reasonably estimated. The Company’s contingent liability reserves relate primarily to potential tax assessments, litigation, personal injury claims and environmental liabilities and are adjusted as a result of changes in facts or circumstances that become known or changes in previous assumptions with respect to the likelihood or amount of loss. Such revisions are based on information that becomes known or circumstances that change after the reporting date for the previous period through the reporting date of the current year. Should the outcome differ from the Company’s assumptions and estimates or other events result in a material adjustment to the accrued estimated reserves, revisions to the estimated reserves for contingent liabilities would be required to be recognized. Legal costs related to contingent liabilities are expensed as incurred. Proceeds from casualty insurance settlements in excess of the carrying value of damaged assets are recognized as a gain on disposal of assets when the Company has received proof of loss documentation or is otherwise assured of collection of these amounts. However, if the aircraft damage does not result in a total loss and disposal of the asset, any insurance proceeds above the loss amount are recorded to other income. |
Deferred Financing Costs | Deferred Financing Costs — Deferred financing costs incurred in connection with the issuance of debt are amortized over the life of the related debt using the effective interest rate method. |
Derivative Financial Instruments | Derivative Financial Instruments — The Company records changes in fair value of derivatives designated as cash flow hedges in accumulated other comprehensive income (loss) in its consolidated balance sheets, until the forecasted transaction occurs. When the forecasted transaction affects earnings, the Company reclassifies it to earnings in the same line item as the hedged items. The Company evaluates hedge effectiveness at the inception of the hedge prospectively, and on an ongoing basis both retrospectively and prospectively. In the event the underlying forecasted transaction does not occur, or it becomes probable that it will not occur, it will reclassify the gain or loss on the related cash flow hedge from accumulated other comprehensive income (loss) to earnings. |
Maintenance and Repairs | Maintenance and Repairs — The Company generally charges maintenance and repair costs, including major helicopter component overhaul costs, to earnings as the costs are incurred. However, certain helicopter components, such as engines and transmissions, are maintained by third-party vendors under contractual agreements also referred to as PBH maintenance agreements. Under these agreements, the Company is charged an agreed amount per hour of flying time related to maintenance, repair and overhaul of the parts and components covered. The costs charged under these contractual agreements are recognized in the period in which the flight hours occur. To the extent that the Company has not yet been billed for costs incurred under these arrangements, these costs are included in accrued maintenance and repairs on its consolidated balance sheets. In the event the Company places a helicopter in a PBH program after a maintenance period has begun, it may be necessary to pay an initial buy-in charge based on hours flown since the previous maintenance event. This buy-in charge is normally recorded as a prepaid expense and amortized as an operating expense over the remaining PBH contract period. If a helicopter is sold or otherwise removed from a program before the scheduled maintenance work is carried out, the Company may be able to recover part of its payments to the PBH provider, in which case the Company records a reduction to operating expense. From time to time, the Company receives credits from its original equipment manufacturers. The Company records these credits as a reduction in maintenance expense when the credits are utilized in lieu of cash payments for purchases or services, unless the credit represents a sales incentive offered to customers by the manufacturer. The cost of certain major overhauls on owned fixed-wing aircraft are capitalized when incurred and depreciated over the period until the next expected major overhaul. The cost of major overhauls on leased fixed-wing aircraft are charged to operating expense when incurred. |
Share-Based Compensation | Share-Based Compensation — The grant date fair value of share-based awards granted to employees is recognized as an employee compensation expense over the requisite service period on a straight-line basis. The amount of compensation expense ultimately recognized is based on the number of awards that meet the vesting conditions at the vesting date. |
Foreign Currency Transactions | Foreign Currency Transactions — The reporting currency for all of the Company’s foreign entities is the U.S. dollar. From time to time, the Company enters into transactions denominated in currencies other than its reporting currency. Gains and losses resulting from changes in currency exchange rates between the reporting currency and the currency in which a transaction is denominated are included in other income (expense), net in the accompanying consolidated statements of operations in the period which the currency exchange rates change. During the twelve months ended December 31, 2023, the Company recognized foreign currency exchange losses of $10.7 million. During the nine months ended December 31, 2022 and twelve months ended March 31, 2022, the Company recognized foreign currency exchange gains of $14.9 million and $7.0 million, respectively. |
Taxes | Taxes — The Company follows the asset and liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are determined based upon temporary differences between the carrying amount and tax basis of the Company’s assets and liabilities and measured using enacted tax rates and laws that will be in effect when the differences are expected to reverse. The effect on deferred income tax assets and liabilities of a change in the tax rates is recognized in income in the period in which the change occurs. The Company records a valuation allowance when it believes that it is more-likely-than-not that any deferred income tax asset created will not be realized. |
Earnings (Loss) Per Common Share | Earnings (Losses) Per Common Share — Basic earnings (losses) per common share of the Company are computed based on the weighted average number of common shares issued and outstanding during the relevant periods. Diluted earnings (losses) per common share of the Company are computed based on the weighted average number of common shares issued and outstanding plus the effect of potentially dilutive securities through the application of the treasury method and/or the if-converted method, when applicable. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company considers the applicability and impact of all Accounting Standard Updates (“ASUs”) issued by the Financial Accounting Standards Board (“FASB”). ASUs not listed below were assessed and determined as not applicable to the Company’s consolidated financial position or result of operations. In December 2023, the FASB issued ASU 2023-09 - Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The purpose of ASU 2023-09 is to enhance the transparency and decision usefulness of income tax disclosures to investors and other allocators of capital. The objectives of the amendment is to provide information to better assess how an entity’s operations and related tax risk and tax planning and operational opportunities affect its tax rate and prospects for future cash flows. This standard will be effective prospectively for fiscal years beginning after December 15, 2024. The Company is evaluating the potential impact of the adoption of this ASU on its consolidated financial statements. In November 2023, the FASB issued ASU 2023-07 - Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. ASU 2023-07 applies to all public entities that are required to report segment information in accordance to Topic 280. The purpose of this ASU is to improve financial reporting by requiring disclosure of incremental information on an annual and interim basis by disclosing significant segment expenses, transparency on measures of segment’s profit and loss in assessing performance and resource allocations and identify the chief operating decision maker. This standard will be effective for fiscal years beginning December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company is evaluating the potential impact of the adoption of this ASU on its consolidated financial statements. In August 2023, the FASB issued ASU 2023-05 - Business Combinations—Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement. The purpose of ASU 2023-05 is to address the accounting for contributions made to a joint venture, upon formation, in a joint venture’s separate financial statements. The objectives of the amendments are to provide decision-useful information to investors and other allocators of capital in a joint venture’s financial statements and reduce diversity in practice. This standard will be effective prospectively for all joint venture formations with a formation date on or after January 1, 2025. The Company is evaluating the potential impact of the adoption of this ASU on its consolidated financial statements. |
Revenue Recognition | Revenue Recognition The Company derives its revenues primarily from aviation services. A majority of the Company’s revenues are generated through two types of contracts: helicopter services and fixed wing services. Revenues are 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. 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 revenues as the performance obligations are satisfied. Helicopter services — The Company’s principal customers - international, independent and major integrated energy companies and government agencies - charter its helicopters primarily to transport personnel to, from and between onshore bases and offshore production platforms, drilling rigs and other installations. Revenues from helicopter services are recognized when performance obligations are satisfied over time based on contractual rates as related services are performed. A performance obligation arises under contracts with customers to render services. Operating revenues are derived mainly from fixed-term contracts with the Company’s customers. A portion of the Company’s offshore energy customer revenues is derived from providing services on an “ad-hoc” basis. The Company’s fixed-term contracts typically have original terms of one A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenues when, or as, the performance obligation is satisfied. Within this contract type for helicopter services, the Company determined that each contract has a single distinct performance obligation. These contracts include a fixed monthly rate for a particular model of aircraft plus an incremental charge, which represents the variable component of a typical contract with a customer. Rates for these variable charges vary depending on the type of services provided and can be based on a per flight hour, per day, or per month basis. The variable component of a contract is not effective until a customer-initiated flight order is received, and the actual hours flown are determined; variable consideration is recognized when the services are rendered pursuant to the variable allocation exception. Revenues are recognized as performance obligations are satisfied over time, by measuring progress towards satisfying the contracted services in a manner that best depicts the transfer of services to the customer, which is generally represented by a period of 30 days or less. The Company typically invoices customers on a monthly basis, and the term between invoicing and when the payment is due is typically between 30 and 60 days. Cost reimbursements from customers are recorded as reimbursable revenues with the related reimbursed costs recorded as reimbursable expense on the Company’s consolidated statements of operations. Fixed wing services — The Company owns a regional fixed wing operator (“Airnorth”) in Australia. 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. 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 revenues are recognized net of passenger taxes and discounts. |
Fair Value Measurement | 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. 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. 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. |
BASIS OF PRESENTATION, AND SU_2
BASIS OF PRESENTATION, AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of allowance for doubtful accounts | The allowance for doubtful accounts for the periods reflected below were as follows (in thousands): December 31, 2023 2022 Balance – beginning of period $ 1,847 $ 1,887 Write-offs and collections (1,774) (40) Foreign currency effects 4 — Balance – end of period $ 77 $ 1,847 |
Schedule of estimated useful life | As of December 31, 2023, the estimated useful life (in years) of the Company’s categories of new property and equipment was as follows: Aircraft (estimated salvage value at 10%-25% of cost) 30 Aircraft accessories and spares 5 - 7 Buildings (estimated salvage value at 10% of cost) 30 Leasehold improvements Lease term or 10 Other property and equipment 3-15 The following table presents details on the major classes of property and equipment as of (in thousands): December 31, 2023 2022 Aircraft $ 779,945 $ 784,836 Land and buildings 175,266 167,820 Other property and equipment 105,342 107,355 Construction-in-progress 99,320 35,300 Property and equipment, at cost $ 1,159,873 $ 1,095,311 Less: accumulated depreciation (232,107) (180,060) Property and equipment, net $ 927,766 $ 915,251 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, plant and equipment | As of December 31, 2023, the estimated useful life (in years) of the Company’s categories of new property and equipment was as follows: Aircraft (estimated salvage value at 10%-25% of cost) 30 Aircraft accessories and spares 5 - 7 Buildings (estimated salvage value at 10% of cost) 30 Leasehold improvements Lease term or 10 Other property and equipment 3-15 The following table presents details on the major classes of property and equipment as of (in thousands): December 31, 2023 2022 Aircraft $ 779,945 $ 784,836 Land and buildings 175,266 167,820 Other property and equipment 105,342 107,355 Construction-in-progress 99,320 35,300 Property and equipment, at cost $ 1,159,873 $ 1,095,311 Less: accumulated depreciation (232,107) (180,060) Property and equipment, net $ 927,766 $ 915,251 |
REVENUES (Tables)
REVENUES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue Recognition [Abstract] | |
Schedule of Revenue | Total revenues for the periods reflected in the table below were as follows (in thousands): Twelve Months Ended December 31, 2023 Nine Months Ended December 31, 2022 Twelve Months Ended March 31, 2022 Revenues from contracts with customers $ 1,263,855 $ 896,777 $ 1,151,035 Total other revenues 33,574 25,792 34,169 Total revenues $ 1,297,429 $ 922,569 $ 1,185,204 Revenues by Service Line. Operating revenues earned by service line for the periods reflected in the table below were as follows (in thousands): Twelve Months Ended December 31, 2023 Nine Months Ended December 31, 2022 Twelve Months Ended March 31, 2022 Offshore energy services $ 809,774 $ 590,761 $ 767,720 Government services 336,917 217,028 272,859 Fixed wing services 107,232 79,952 85,372 Other services 10,375 10,139 13,112 Total operating revenues $ 1,264,298 $ 897,880 $ 1,139,063 Revenues from and payments to related parties for the periods reflected in the table below were as follows (in thousands): Twelve Months Ended December 31, 2023 Nine Months Ended December 31, 2022 Twelve Months Ended March 31, 2022 Revenues from contracts with related parties $ 8,503 $ 7,463 $ 8,303 Other revenues from related parties 23,421 16,175 22,565 Total revenues from related parties $ 31,924 $ 23,638 $ 30,868 Payments to related parties $ 5,253 $ 4,385 $ 9,968 |
Contract with Customer, Contract Asset, Contract Liability, and Receivable | Twelve Months Ended December 31, 2023 Nine Months Ended December 31, 2022 Twelve Months Ended March 31, 2022 Revenues from outstanding contract liabilities $ 11,233 $ 6,556 $ 7,325 December 31, 2023 2022 Receivables under contracts with customers $ 208,417 $ 182,742 Contract liabilities under contracts with customers 18,886 12,931 |
VARIABLE INTEREST ENTITIES AN_2
VARIABLE INTEREST ENTITIES AND OTHER INVESTMENTS IN SIGNIFICANT AFFILIATES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Variable Interest Entities | The following table shows summarized financial information, in aggregate, for the Company’s VIEs and their subsidiaries (in thousands): December 31, 2023 2022 Total assets $ 1,076,745 $ 944,744 Total liabilities (1) $ 5,274,946 $ 4,025,440 ____________________ (1) Includes Bristow Aviation subordinated unsecured loan stock (debt) bearing interest at an annual rate of 13.5% and payable semi-annually to the Company that is not eliminated at the Bristow Aviation and subsidiaries summarized financial information level, but is eliminated at Bristow Group Inc. and subsidiaries. Payment of interest on such debt has been deferred since its incurrence in 1996 at an annual rate of 13.5% and aggregated $4.2 billion and $3.2 billion as of December 31, 2023 and 2022, respectively. |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of Revenue from Related Parties | Total revenues for the periods reflected in the table below were as follows (in thousands): Twelve Months Ended December 31, 2023 Nine Months Ended December 31, 2022 Twelve Months Ended March 31, 2022 Revenues from contracts with customers $ 1,263,855 $ 896,777 $ 1,151,035 Total other revenues 33,574 25,792 34,169 Total revenues $ 1,297,429 $ 922,569 $ 1,185,204 Revenues by Service Line. Operating revenues earned by service line for the periods reflected in the table below were as follows (in thousands): Twelve Months Ended December 31, 2023 Nine Months Ended December 31, 2022 Twelve Months Ended March 31, 2022 Offshore energy services $ 809,774 $ 590,761 $ 767,720 Government services 336,917 217,028 272,859 Fixed wing services 107,232 79,952 85,372 Other services 10,375 10,139 13,112 Total operating revenues $ 1,264,298 $ 897,880 $ 1,139,063 Revenues from and payments to related parties for the periods reflected in the table below were as follows (in thousands): Twelve Months Ended December 31, 2023 Nine Months Ended December 31, 2022 Twelve Months Ended March 31, 2022 Revenues from contracts with related parties $ 8,503 $ 7,463 $ 8,303 Other revenues from related parties 23,421 16,175 22,565 Total revenues from related parties $ 31,924 $ 23,638 $ 30,868 Payments to related parties $ 5,253 $ 4,385 $ 9,968 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of debt | Debt as of December 31, 2023 and 2022 consisted of the following (in thousands): December 31, 2023 2022 6.875% Senior Notes $ 394,184 $ 392,763 NatWest Debt 153,886 — Lombard Debt — 118,658 Total debt 548,070 511,421 Less short-term borrowings and current maturities of long-term debt (13,247) (11,656) Total long-term debt $ 534,823 $ 499,765 |
Schedule of long-term debt maturities | The Company’s scheduled principal long-term maturities as of December 31, 2023, which excludes unamortized deferred financing fees of $14.2 million, were as follows (in thousands): Total Due 2024 $ 13,247 2025 13,247 2026 13,247 2027 13,247 2028 413,247 Thereafter 96,042 $ 562,277 |
FAIR VALUE DISCLOSURES (Tables)
FAIR VALUE DISCLOSURES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value of debt | The carrying and fair values of the Company’s debt for the periods in the table below were as follows (in thousands): Carrying Level 1 Level 2 Level 3 December 31, 2023 LIABILITIES 6.875% Senior Notes (1) $ 394,184 $ — $ 383,068 $ — NatWest Debt (2) 153,886 — 162,467 — $ 548,070 $ — $ 545,535 $ — December 31, 2022 LIABILITIES 6.875% Senior Notes (1) $ 392,763 $ — $ 366,629 $ — Lombard Debt (3) 118,658 — 120,358 — $ 511,421 $ — $ 486,987 $ — _________________ (1) As of December 31, 2023 and 2022, the carrying values of unamortized deferred financing fees related to the Senior Notes were $5.8 million and $7.2 million, respectively. (2) As of December 31, 2023, the carrying values of unamortized deferred financing fees related to the NatWest Debt were $8.4 million. (3) As of December 31, 2022, the carrying values of unamortized discounts related to the Lombard Debt were $7.0 million. |
DERIVATIVE FINANCIAL INSTRUME_2
DERIVATIVE FINANCIAL INSTRUMENTS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | The fair value of derivative instruments on our Consolidated Balance Sheets as of December 31, 2023 and 2022 were as follows, presented on a gross basis (in thousands): December 31, 2023 2022 Fair Value Asset Derivatives Fair Value Liability Derivatives Fair Value Asset Derivatives Fair Value Liability Derivatives Derivatives designated as hedging instruments: Foreign exchange forward contracts $ 2,557 $ 1,200 $ 1,590 $ 144 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Assets and Liabilities, Lessee | Operating leases as of the periods reflected in the table below were as follows (in thousands): December 31, 2023 2022 Operating lease right-of-use assets $ 287,939 $ 240,977 Current portion of operating lease liabilities 75,288 76,261 Operating lease liabilities 214,957 165,955 Total operating lease liabilities $ 290,245 $ 242,216 |
Lease Cost Terms and Rent Expense | Operating leases for the periods reflected in the table below were as follows (in thousands, except years and percentages): Twelve Months Ended December 31, 2023 Nine Months Ended December 31, 2022 Twelve Months Ended March 31, 2022 Cash paid for operating leases $ 106,408 $ 69,669 $ 100,339 ROU assets obtained in exchange for lease obligations $ 135,650 $ 107,034 $ 34,185 Weighted average remaining lease term 5 years 5 years 4 years Weighted average discount rate 6.38 % 6.09 % 6.13 % Rent expense for the periods reflected in the table below were as follows (in thousands): Twelve Months Ended December 31, 2023 Nine Months Ended December 31, 2022 Twelve Months Ended March 31, 2022 Rent expense under all operating leases $ 102,729 $ 74,378 $ 106,180 Rent expense under operating leases for aircraft $ 80,889 $ 57,976 $ 83,788 |
Lessee, Operating Lease, Liability, Maturity | As of December 31, 2023, aggregate future payments under all non-cancelable operating leases that have initial or remaining terms in excess of one year, including leases for aircraft, are as follows (in thousands): Aircraft Other Total Twelve months ended December 31, 2024 $ 79,109 $ 11,548 $ 90,657 2025 71,167 9,419 80,586 2026 58,117 7,599 65,716 2027 36,325 5,000 41,325 2028 22,214 4,137 26,351 Thereafter 25,713 9,515 35,228 $ 292,645 $ 47,218 $ 339,863 |
INTANGIBLES (Tables)
INTANGIBLES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | Intangible assets by type for the periods reflected below were as follows (in thousands): SAR customer PBH Total Gross Carrying Amount March 31, 2022 $ 59,240 $ 92,081 $ 151,321 Additions 7,037 — 7,037 Write-offs — (5,187) (5,187) Translation (3,406) (2,614) (6,020) December 31, 2022 $ 62,871 $ 84,280 $ 147,151 Translation 1,974 1,710 3,684 December 31, 2023 $ 64,845 $ 85,990 $ 150,835 Accumulated Amortization March 31, 2022 $ (19,455) $ (47,945) $ (67,400) Amortization expense (6,480) (7,456) (13,936) December 31, 2022 $ (25,935) $ (55,401) $ (81,336) Amortization expense (11,036) (10,020) (21,056) December 31, 2023 $ (36,971) $ (65,421) $ (102,392) Weighted average remaining contractual life, in years 3.2 12.4 7.1 |
Schedule of intangible assets, future amortization expense | Future amortization expense of intangible assets for periods ended December 31, is as follows (in thousands): SAR customer PBH Total 2024 $ 9,156 $ 9,882 $ 19,038 2025 8,883 8,734 17,617 2026 8,766 259 9,025 2027 793 259 1,052 2028 276 259 535 Thereafter — 1,176 1,176 $ 27,874 $ 20,569 $ 48,443 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets and Liabilities | The components of deferred tax assets and liabilities are as follows (in thousands): December 31, 2023 2022 Deferred tax assets: Foreign tax credits $ 19,456 $ 30,142 Net operating losses 153,068 155,532 Pension liability (269) 5,383 Interest expense limitation 49,431 42,995 Accrued expenses not currently deductible 18,367 14,439 Lease liabilities 34,553 36,101 Other 6,544 10,771 Gross deferred tax assets 281,150 295,363 Valuation allowance (155,411) (159,648) Total deferred tax assets $ 125,739 $ 135,715 Deferred tax liabilities: Property and equipment $ (99,684) $ (96,121) Inventories (1,366) (2,152) Investment in foreign subsidiaries and unconsolidated affiliates (6,365) (14,059) Right-of-use lease asset (34,496) (35,135) Intangibles (13,245) (14,440) Other (2,578) (3,308) Total deferred tax liabilities $ (157,734) $ (165,215) Net deferred tax liabilities $ (31,995) $ (29,500) |
Summary of Operating Loss Carryforwards | The following table shows the expiration of such loss carryforwards (in thousands, except dates): December 31, 2023 Expiration Foreign tax credit carryforwards $19,456 2024-2032 Foreign net operating loss carryforwards $395,232 Indefinite State net operating loss carryforwards $428,846 Indefinite State net operating loss carryforwards $134,533 2024-2041 Section 163j interest expense $235,384 Indefinite |
Schedule of Components of Loss Before Benefit (Provision) for Income Taxes | The components of income (loss) before income taxes for the periods reflected in the table below were as follows (in thousands): Twelve Months Ended December 31, 2023 Nine Months Ended December 31, 2022 Twelve Months Ended March 31, 2022 Domestic $ (39,130) $ (7,692) $ (23,346) Foreign 57,142 28,771 18,927 Income (loss) before income taxes $ 18,012 $ 21,079 $ (4,419) |
Schedule of Provision (Benefit) for Income Taxes | The components of income tax expense (benefit) for the periods reflected in the table below were as follows (in thousands): Twelve Months Ended December 31, 2023 Nine Months Ended December 31, 2022 Twelve Months Ended March 31, 2022 Current: Domestic $ 10,347 $ 3,995 $ 5,971 Foreign 13,916 8,821 7,068 $ 24,263 $ 12,816 $ 13,039 Deferred: Domestic $ (2,568) $ (3,419) $ (5,945) Foreign 3,237 (1,903) 4,200 $ 669 $ (5,322) $ (1,745) Income tax expense $ 24,932 $ 7,494 $ 11,294 |
Reconciliation of Effective Income Tax Rate | The reconciliation of the U.S. Federal statutory tax rate to the effective income tax rate for the periods reflected in the table below is as follows: Twelve Months Ended December 31, 2023 Nine Months Ended December 31, 2022 Twelve Months Ended March 31, 2022 Statutory rate 21.0 % 21.0 % 21.0 % Net foreign tax on non-U.S. earnings 15.5 % 49.0 % (348.2) % Foreign earnings double tax relief (9.5) % (5.0) % 25.2 % Foreign earnings indefinitely reinvested abroad (3.4) % (28.7) % 44.8 % Change in valuation allowance (23.6) % (12.9) % 16.7 % Foreign earnings that are currently taxed in the U.S. 7.4 % 5.9 % (40.5) % Changes in prior year estimates — % 0.9 % (3.8) % Impact of U.S. withholding tax 2.2 % 3.6 % (10.1) % Impact of tax rate changes 2.6 % — % — % Foreign tax credits 76.5 % — % — % Deferred gains 7.9 % — % — % GILTI income 19.8 % — % — % Other, net 22.0 % 1.8 % (45.2) % Sale of subsidiaries — % — % 22.0 % Impairment of foreign investments — % — % 62.4 % Effective tax rate 138.4 % 35.6 % (255.7) % |
Summary of Open Tax Years and Unrecognized Tax Benefits | The following table summarizes the years open by jurisdiction as of December 31, 2023: Years Open U.S. 2020 to present UK 2022 to present Nigeria 2013 to present Trinidad 2010 to present Australia 2019 to present Norway 2019 to present Brazil 2019 to present The activity associated with unrecognized tax benefit for the periods reflected in the table below was follows (in thousands): Twelve Months Ended December 31, 2023 Nine Months Ended December 31, 2022 Twelve Months Ended March 31, 2022 Unrecognized tax benefits – beginning of period $ 4,067 $ 3,942 $ 4,258 Increases for tax positions taken in prior periods 106 200 147 Decreases for tax positions taken in prior periods — (75) (420) Decrease related to statute of limitation expirations — — (43) Unrecognized tax benefits – end of period $ 4,173 $ 4,067 $ 3,942 |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Restricted Stock Transactions | Restricted Stock — During the twelve months ended December 31, 2023, the number of shares and the weighted average grant price of restricted stock transactions were as follows: Number of Shares Weighted Average Grant Price Non-vested as of January 1, 2023: 1,356,379 $ 28.78 Granted 656,556 $ 24.35 Vested/released (435,298) $ 24.65 Cancelled/forfeited (133,962) $ 14.31 Non-vested outstanding as of December 31, 2023 1,443,675 $ 29.36 |
Schedule of Stock Options Transactions | Stock Options — During the twelve months ended December 31, 2023, the number of stock options transactions and the weighted average grant price of stock options were as follows: Number of Shares Weighted Average Grant Price Weighted Average Exercise Price Outstanding as of January 1, 2023: 412,529 $ 19.99 $ 22.11 Exercised/released (12,500) $ 10.99 $ 15.76 Cancelled/forfeited (1,540) $ 24.67 $ 17.87 Expired (22,410) $ 27.35 $ 55.69 Outstanding as of December 31, 2023 376,079 $ 19.83 $ 20.34 |
DEFINED CONTRIBUTION AND PENS_2
DEFINED CONTRIBUTION AND PENSION PLANS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
Schedule of Changes in Projected Benefit Obligations, Fair Value of Plan Assets, and Funded Status of Plan | The following table shows the activity associated with the projected benefit obligation and the fair value of plan assets in addition to the defined benefit retirement plans’ funded status (in thousands): Twelve Months Ended December 31, 2023 Nine Months Ended December 31, 2022 Twelve Months Ended March 31, 2022 Change in benefit obligation: Projected benefit obligation (PBO) at beginning of period $ 367,609 $ 529,956 $ 578,918 Service cost 42 663 732 Interest cost 17,406 8,987 9,757 Actuarial loss (gain) (17,939) (107,835) (9,592) Benefit payments and expenses (25,771) (18,481) (23,418) Effect of exchange rate changes 21,968 (45,681) (26,441) Projected benefit obligation (PBO) at end of period $ 363,315 $ 367,609 $ 529,956 Change in plan assets: Fair value of assets at beginning of period $ 347,520 $ 511,786 $ 534,768 Actual return on assets 9,836 (113,510) 8,633 Employer contributions 14,278 11,725 16,234 Benefit payments and expenses (25,771) (18,481) (23,418) Effect of exchange rate changes 20,767 (44,000) (24,431) Fair value of assets at end of period $ 366,630 $ 347,520 $ 511,786 Reconciliation of funded status: Accumulated benefit obligation (ABO) $ 363,315 $ 367,609 $ 529,956 Projected benefit obligation (PBO) $ 363,315 $ 367,609 $ 529,956 Fair value of assets (366,630) (347,520) (511,786) Net recognized pension liability (asset) $ (3,315) $ 20,089 $ 18,170 Amounts recognized in accumulated other comprehensive loss $ (7,528) $ 12,441 $ (5,962) |
Schedule of Components of Net Periodic Pension Cost | Details of the components of net periodic pension cost (benefit) for the periods reflected in the table below were as follows (in thousands): Twelve Months Ended December 31, 2023 Nine Months Ended December 31, 2022 Twelve Months Ended March 31, 2022 Service cost for benefits earned during the period $ 42 $ 663 $ 732 Interest cost on pension benefit obligation 17,406 8,987 9,757 Expected return on assets (18,321) (11,347) (12,290) Net periodic pension cost (benefit) $ (873) $ (1,697) $ (1,801) |
Schedule of Actuarial Assumptions | Actuarial assumptions used to develop the components of the Defined Benefit Pension Plans for the periods reflected in the table below were as follows: Twelve Months Ended December 31, 2023 Nine Months Ended December 31, 2022 Twelve Months Ended March 31, 2022 Discount rate 4.80 % 2.70 % 2.00 % Expected long-term rate of return on assets 5.02 % 3.22 % 2.42 % Pension increase rate 3.10 % 3.40 % 3.00 % |
Schedule of Target Allocation Percentages And Plan Assets By Level Within Fair Value Hierarchy | Details of target allocation percentages under the Plan Trustee’s investment strategies as of the same dates are also included as follows: Target Allocation Actual Allocation Asset Category 2023 2022 2023 2022 Equity securities 20.9 % 14.4 % 21.9 % 20.5 % Debt securities 24.7 % 19.0 % 38.4 % 29.8 % Property 5.9 % 6.7 % 4.6 % 6.8 % Other assets 48.5 % 59.9 % 35.1 % 42.9 % Total 100.0 % 100.0 % 100.0 % 100.0 % The following table summarizes, by level within the fair value hierarchy, the plan assets as of December 31, 2023, which are valued at fair value (in thousands): Quoted Prices Significant Significant Balance as of December 31, 2023 Cash and cash equivalents $ 6,629 $ 13,895 $ — $ 20,524 Equity investments - UK 510 — — 510 Equity investments - non-UK 2,932 — — 2,932 Insurance linked securities — — 382 382 Liquid credit — 49,334 — 49,334 Alternative investments — 52,521 — 52,521 Diversified growth (absolute return) funds 892 — — 892 Government debt securities 892 89,235 — 90,127 Corporate debt securities 1,402 — — 1,402 Insurance policy — — 110,779 110,779 Total fair value investments $ 13,257 $ 204,985 $ 111,161 $ 329,403 Net asset value (1) — — — 37,227 Total investments $ 13,257 $ 204,985 $ 111,161 $ 366,630 ____________________ (1) Includes illiquid credit and property debt amounts held at net asset values. The following table summarizes, by level within the fair value hierarchy, the plan assets as of December 31, 2022, which are valued at fair value (in thousands): Quoted Prices Significant Significant Balance as of December 31, 2022 Cash and cash equivalents $ 3,729 $ 9,623 $ — $ 13,352 Equity investments - UK 962 — — 962 Equity investments - non-UK 2,165 — — 2,165 Insurance linked securities — — 25,141 25,141 Liquid credit — 7,819 — 7,819 Alternative investments — 42,222 — 42,222 Diversified growth (absolute return) funds 722 — — 722 Government debt securities 481 102,007 — 102,488 Corporate debt securities 1,203 — — 1,203 Insurance policy — — 108,863 108,863 Total fair value investments $ 9,262 $ 161,671 $ 134,004 $ 304,937 Net asset value (1) — — — 42,583 Total investments $ 9,262 $ 161,671 $ 134,004 $ 347,520 ____________________ (1) Includes illiquid credit and property debt amounts held at net asset values. |
Schedule of Estimated Future Benefit Payments | Estimated future benefit payments for each of the years ended December 31 is as follows (in thousands): Year Ended December 31, Payments 2024 $ 10,619 2025 5,099 2026 5,099 2027 5,099 2028 5,099 Thereafter — |
STOCKHOLDERS_ EQUITY AND ACCU_2
STOCKHOLDERS’ EQUITY AND ACCUMULATED OTHER COMPREHENSIVE INCOME (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Schedule of accumulated other comprehensive income (loss) | The following table shows the changes in balances for accumulated other comprehensive income (loss) (in thousands): Currency Translation Adjustments Pension Liability Adjustments (1) Unrealized gain (loss) on cash flow hedges (2) Total Balance as of March 31, 2021 $ 32,646 $ (37,965) $ (1,596) $ (6,915) Other comprehensive loss before reclassification (25,274) — — (25,274) Reclassified from accumulated other comprehensive income — 5,962 2,777 8,739 Net current period other comprehensive income (loss) (25,274) 5,962 2,777 (16,535) Foreign exchange rate impact (1,729) 1,729 — — Balance as of March 31, 2022 $ 5,643 $ (30,274) $ 1,181 $ (23,450) Other comprehensive loss before reclassification (48,368) — (455) (48,823) Reclassified from accumulated other comprehensive income — (12,441) 657 (11,784) Net current period other comprehensive income (loss) (48,368) (12,441) 202 (60,607) Foreign exchange rate impact (2,625) 2,625 — — Balance as of December 31, 2022 $ (45,350) $ (40,090) $ 1,383 $ (84,057) Other comprehensive income before reclassification 21,370 — (84) 21,286 Reclassified from accumulated other comprehensive income — 7,528 600 8,128 Net current period other comprehensive income 21,370 7,528 516 29,414 Foreign exchange rate impact 2,379 (2,379) — — Balance as of December 31, 2023 $ (21,601) $ (34,941) $ 1,899 $ (54,643) __________________________ (1) Reclassification of amounts related to pension liability adjustments are included as a component of net periodic pension cost. (2) |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of earnings per share, basic and diluted | The following table shows the computation of basic and diluted earnings per share (in thousands, except and per share amounts): Twelve Months Ended December 31, 2023 Nine Months Ended December 31, 2022 Twelve Months Ended March 31, 2022 Income (loss): Net income (loss) attributable to Bristow Group Inc. $ (6,780) $ 13,528 $ (15,791) Shares of common stock: Weighted average shares of common stock outstanding – basic 28,139 28,066 28,533 Net effect of dilutive stock — 508 — Weighted average shares of common stock outstanding – diluted (1) 28,139 28,574 28,533 Earnings (losses) per common share - basic $ (0.24) $ 0.48 $ (0.55) Earnings (losses) per common share - diluted $ (0.24) $ 0.47 $ (0.55) ___________________________ (1) Excludes weighted average common shares of 1,920,901 for the twelve months ended December 31, 2023, 1,276,783 for the nine months ended December 31, 2022 and 1,573,745 for the twelve months ended March 31, 2022, for certain share awards as the effect of their inclusion would have been antidilutive. |
SEGMENT AND GEOGRAPHIC AREA I_2
SEGMENT AND GEOGRAPHIC AREA INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of percentage of operating revenues by major customer | The percentage of the Company’s operating revenues were derived from the following major customers for the periods reflected in the table below were as follows: Twelve Months Ended December 31, 2023 Nine Months Ended December 31, 2022 Twelve Months Ended March 31, 2022 Customer A 18.5 % 19.4 % 20.3 % Customer B 8.8 % 9.0 % 11.1 % Customer C 5.6 % 6.0 % 6.3 % Total percentage of operating revenues 32.9 % 34.4 % 37.7 % |
Operating Performance and Total Assets by Segment | The following tables show region information reconciled to consolidated totals, and prepared on the same basis as the Company’s consolidated financial statements (in thousands): Twelve Months Ended December 31, 2023 Nine Months Ended December 31, 2022 Twelve Months Ended March 31, 2022 Region revenues from external customers: Europe $ 721,553 $ 492,981 $ 662,421 Americas 366,214 287,975 379,623 Africa 122,638 77,038 69,663 Asia Pacific 87,024 64,217 72,035 Other — 358 1,462 Total region revenues $ 1,297,429 $ 922,569 $ 1,185,204 Consolidated operating income (loss): Europe $ 52,017 $ 45,020 $ 62,082 Americas 62,614 46,208 71,571 Africa 27,959 (986) (27,848) Asia Pacific 11,256 2,809 (13,454) Other (94,207) (62,700) (92,515) Gains (losses) on disposal of assets 1,112 (480) 1,347 Total consolidated operating income (loss) $ 60,751 $ 29,871 $ 1,183 December 31, 2023 2022 Identifiable assets: Europe $ 1,186,587 $ 1,012,291 Americas 525,050 484,410 Africa 88,445 84,528 Asia Pacific 58,980 37,459 Other 78,216 193,313 Total identifiable assets $ 1,937,278 $ 1,812,001 Twelve Months Ended December 31, 2023 Nine Months Ended December 31, 2022 Twelve Months Ended March 31, 2022 Revenues: UK $ 436,419 $ 305,862 $ 406,089 Norway 240,793 179,724 256,461 U.S. 216,588 149,171 196,693 Other 403,629 287,812 325,961 Total revenues $ 1,297,429 $ 922,569 $ 1,185,204 December 31, 2023 2022 Long-lived assets: UK $ 643,592 $ 649,711 Norway 176,424 110,466 U.S. 183,363 292,335 Other 212,326 103,716 Total long-lived assets $ 1,215,705 $ 1,156,228 |
TRANSITION PERIOD COMPARATIVE_2
TRANSITION PERIOD COMPARATIVE DATA (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selective Interim Reporting Financial Information | The following table shows selected financial information for the twelve months ended December 31, 2023 and the comparative period ended December 31, 2022 (the “Comparative Period”). The Comparative Period information is derived from the Company’s unaudited, consolidated and combined financial statements. Twelve Months Ended December 31, 2023 2022 (Unaudited) Condensed income statement Total revenues $ 1,297,429 $ 1,209,968 Total costs and expenses 1,244,955 1,179,397 Loss on impairment — (5,187) Gains (losses) on disposal of assets 1,112 (521) Earnings from unconsolidated affiliates 7,165 1,136 Operating income 60,751 25,999 Total other income (expense), net (42,739) (6,036) Income tax expense (24,932) (10,754) Net loss attributable to noncontrolling interests 140 6 Net income (loss) attributable to Bristow Group Inc. $ (6,780) $ 9,215 Earnings (losses) per common share: Basic $ (0.24) $ 0.33 Diluted $ (0.24) $ 0.32 Weighted average shares of common stock outstanding: Basic 28,139 28,104 Diluted 28,139 28,406 Condensed cash flows Net cash provided by (used in) operating activities $ 32,037 $ (7,727) Net cash used in investing activities (47,319) (51,984) Net cash provided by (used in) financing activities 22,035 (24,623) Effect of exchange rate changes on cash, cash equivalents and restricted cash 13,226 (29,445) Net increase (decrease) in cash, cash equivalents and restricted cash 19,979 (113,779) Cash, cash equivalents and restricted cash at beginning of period 163,683 277,462 Cash, cash equivalents and restricted cash at end of period $ 183,662 $ 163,683 Condensed balance sheets Total assets $ 1,937,278 $ 1,812,001 Total liabilities $ 1,114,099 $ 1,025,062 Total stockholders’ equity $ 823,179 $ 786,939 |
BASIS OF PRESENTATION, AND SU_3
BASIS OF PRESENTATION, AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 5 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2023 | Dec. 31, 2022 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Balance – beginning of period | $ 1,847 | $ 1,887 | |
Write-offs and collections | (1,774) | (40) | |
Foreign currency effects | $ 0 | 4 | |
Balance – end of period | $ 77 | $ 1,847 |
BASIS OF PRESENTATION AND SUM_2
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Inventory Valuation Reserve | ||
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] | ||
Inventory allowance balance | $ 3 | $ 2.5 |
BASIS OF PRESENTATION, AND SU_4
BASIS OF PRESENTATION, AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Estimated Useful Life (Details) | Dec. 31, 2023 |
Aircraft | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 30 years |
Aircraft | Low | |
Property, Plant and Equipment [Line Items] | |
Salvage value | 10% |
Aircraft | High | |
Property, Plant and Equipment [Line Items] | |
Salvage value | 25% |
Aircraft accessories and spares | Low | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Aircraft accessories and spares | High | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 7 years |
Building | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 30 years |
Salvage value | 10% |
Leasehold improvements | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 10 years |
Other property and equipment | Low | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Other property and equipment | High | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 15 years |
BASIS OF PRESENTATION, CONSOLID
BASIS OF PRESENTATION, CONSOLIDATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Foreign Currency Transactions (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2023 | Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Foreign currency transaction gains | $ 14.9 | $ (10.7) | $ 7 |
PROPERTY AND EQUIPMENT - Major
PROPERTY AND EQUIPMENT - Major Classes of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 1,159,873 | $ 1,095,311 |
Less: accumulated depreciation | (232,107) | (180,060) |
Property and equipment, net | 927,766 | 915,251 |
Aircraft | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 779,945 | 784,836 |
Land and buildings | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 175,266 | 167,820 |
Other property and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 105,342 | 107,355 |
Construction-in-progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 99,320 | $ 35,300 |
PROPERTY AND EQUIPMENT - Narrat
PROPERTY AND EQUIPMENT - Narrative (Details) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2022 USD ($) agreement | Dec. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | |
Property, Plant and Equipment [Abstract] | |||
Depreciation | $ 44,100 | $ 61,900 | $ 66,700 |
Number of agreements with maintenance service provider, entered into | agreement | 2 | ||
Buy-in payable | $ 55,000 | ||
Write-offs | $ 5,187 | ||
Impairment, Intangible Asset, Finite-Lived, Statement of Income or Comprehensive Income [Extensible Enumeration] | Loss on impairment | ||
Impairment of equipment and inventory | $ 11,800 |
REVENUES - Narrative (Details)
REVENUES - Narrative (Details) | 12 Months Ended | |
Dec. 31, 2023 USD ($) contract | Dec. 31, 2022 USD ($) | |
Disaggregation of Revenue [Line Items] | ||
Types of contracts | contract | 2 | |
Performance obligation term | 30 days | |
Contract with customer, asset, after allowance for credit loss | $ 0 | $ 0 |
Deferred contract fulfillment | 17,400,000 | $ 5,400,000 |
Deferred contract fulfillment amortization | $ 2,500,000 | |
Government services | ||
Disaggregation of Revenue [Line Items] | ||
Period of service | 10 years | |
Low | ||
Disaggregation of Revenue [Line Items] | ||
Performance obligation term | 1 month | |
Invoicing payment due period | 60 days | |
Low | Offshore energy services | ||
Disaggregation of Revenue [Line Items] | ||
Period of service | 1 year | |
High | ||
Disaggregation of Revenue [Line Items] | ||
Performance obligation term | 10 years | |
Invoicing payment due period | 30 days | |
High | Offshore energy services | ||
Disaggregation of Revenue [Line Items] | ||
Period of service | 5 years |
REVENUES - Schedule of Revenue
REVENUES - Schedule of Revenue from third party customers (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | |
Revenue Recognition [Abstract] | ||||
Revenues from contracts with customers | $ 896,777 | $ 1,263,855 | $ 1,151,035 | |
Total other revenues | 25,792 | 33,574 | 34,169 | |
Total revenues | $ 922,569 | $ 1,297,429 | $ 1,209,968 | $ 1,185,204 |
REVENUES - Schedule of Service
REVENUES - Schedule of Service Revenue (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 922,569 | $ 1,297,429 | $ 1,209,968 | $ 1,185,204 |
Service | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 897,880 | 1,264,298 | 1,139,063 | |
Offshore energy services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 590,761 | 809,774 | 767,720 | |
Government services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 217,028 | 336,917 | 272,859 | |
Fixed wing services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 79,952 | 107,232 | 85,372 | |
Other services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 10,139 | $ 10,375 | $ 13,112 |
REVENUES - Schedule of Contract
REVENUES - Schedule of Contract Assets and Liabilities (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2023 | Mar. 31, 2022 | |
Revenue Recognition and Deferred Revenue [Abstract] | |||
Revenues from outstanding contract liabilities | $ 6,556 | $ 11,233 | $ 7,325 |
Receivables under contracts with customers | 182,742 | 208,417 | |
Contract liabilities under contracts with customers | $ 12,931 | $ 18,886 |
REVENUES - Remaining Performanc
REVENUES - Remaining Performance Obligations (Details) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 $ in Millions | Dec. 31, 2023 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Total remaining performance obligation, amount | $ 14.8 |
Remaining performance obligation, expected timing | 1 year |
VARIABLE INTEREST ENTITIES AN_3
VARIABLE INTEREST ENTITIES AND OTHER INVESTMENTS IN SIGNIFICANT AFFILIATES - Narrative (Details) | 12 Months Ended |
Dec. 31, 2023 affiliates | |
Variable Interest Entity [Line Items] | |
Number of variable interest entities | 7 |
BNAS | |
Variable Interest Entity [Line Items] | |
Ownership percentage in Variable Interest Entity | 100% |
Bristow Aviation Holdings Limited | VIE, primary beneficiary | |
Variable Interest Entity [Line Items] | |
Ownership percentage in Variable Interest Entity | 49% |
Bristow Helicopters Nigeria Ltd | VIE, primary beneficiary | |
Variable Interest Entity [Line Items] | |
Ownership percentage in Variable Interest Entity | 48% |
Pan African Airlines Nigeria Ltd | VIE, primary beneficiary | |
Variable Interest Entity [Line Items] | |
Ownership percentage in Variable Interest Entity | 56.15% |
Bristow Helicopters Limited | BNAS Holdings | VIE, primary beneficiary | |
Variable Interest Entity [Line Items] | |
Ownership percentage in Variable Interest Entity | 49% |
Bristow Helicopters Limited | Bristow EU Holdco B.V. | VIE, primary beneficiary | |
Variable Interest Entity [Line Items] | |
Ownership percentage in Variable Interest Entity | 49% |
European Union (“EU”) National | BNAS Holdings | VIE, primary beneficiary | |
Variable Interest Entity [Line Items] | |
Ownership percentage in Variable Interest Entity | 51% |
European Union (“EU”) National | Bristow EU Holdco B.V. | VIE, primary beneficiary | |
Variable Interest Entity [Line Items] | |
Ownership percentage in Variable Interest Entity | 51% |
Impigra Aviation Holdings Limited | Bristow Aviation Holdings Limited | |
Variable Interest Entity [Line Items] | |
Ownership percentage in Variable Interest Entity | 51% |
Impigra Aviation Holdings Limited | Bristow Aviation Holdings Limited | VIE, primary beneficiary | |
Variable Interest Entity [Line Items] | |
Ownership percentage in Variable Interest Entity | 51% |
YII 5668 Energy | Bristow Helicopters Nigeria Ltd | |
Variable Interest Entity [Line Items] | |
Ownership percentage in Variable Interest Entity | 50% |
Nigerian Employees | YII 5668 Energy | |
Variable Interest Entity [Line Items] | |
Noncontrolling ownership percentage | 100% |
Employee Trust Fund | Bristow Helicopters Nigeria Ltd | |
Variable Interest Entity [Line Items] | |
Ownership percentage in Variable Interest Entity | 2% |
British Employees | Impigra Aviation Holdings Limited | |
Variable Interest Entity [Line Items] | |
Ownership percentage in Variable Interest Entity | 100% |
VARIABLE INTEREST ENTITIES AN_4
VARIABLE INTEREST ENTITIES AND OTHER INVESTMENTS IN SIGNIFICANT AFFILIATES - Balance Sheets of VIEs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Variable Interest Entity [Line Items] | ||
Total assets | $ 1,937,278 | $ 1,812,001 |
Total liabilities | 1,114,099 | 1,025,062 |
Aggregated deferred interest payments | $ 4,200,000 | 3,200,000 |
VIE Debt | Unsecured Debt | ||
Variable Interest Entity [Line Items] | ||
Stated interest rate | 13.50% | |
VIE, primary beneficiary | Bristow Aviation Holdings Limited | ||
Variable Interest Entity [Line Items] | ||
Total assets | $ 1,076,745 | 944,744 |
Total liabilities | $ 5,274,946 | $ 4,025,440 |
VARIABLE INTEREST ENTITIES AN_5
VARIABLE INTEREST ENTITIES AND OTHER INVESTMENTS IN SIGNIFICANT AFFILIATES - Other Significant Affiliates - Unconsolidated (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2023 | Mar. 31, 2022 | |
Schedule of Equity Method Investments [Line Items] | |||
Dividends received | $ 0 | $ 0 | |
Cougar | |||
Schedule of Equity Method Investments [Line Items] | |||
Voting interest | 25% | ||
Economic interest | 40% | ||
Petroleum Air Services | |||
Schedule of Equity Method Investments [Line Items] | |||
Economic interest | 25% | ||
Impairment of investment in unconsolidated affiliates | $ 16,000,000 | ||
Cost method investment | $ 17,000,000 | $ 17,000,000 | |
Dividends received | $ 300,000 |
RELATED PARTY TRANSACTIONS - Na
RELATED PARTY TRANSACTIONS - Narrative (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 USD ($) aircraft | Dec. 31, 2022 USD ($) | |
Related Party Transaction [Line Items] | ||
Accounts receivables, net | $ 234,620 | $ 215,131 |
Equity Method Investee | ||
Related Party Transaction [Line Items] | ||
Number of aircrafts exchanged | aircraft | 1 | |
Related Party | ||
Related Party Transaction [Line Items] | ||
Accounts receivables, net | $ 1,200 | $ 800 |
Cougar | ||
Related Party Transaction [Line Items] | ||
Voting interest | 25% | |
Economic interest | 40% |
RELATED PARTY TRANSACTIONS - Sc
RELATED PARTY TRANSACTIONS - Schedule of Revenue from Related Parties (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | |
Related Party Transaction [Line Items] | ||||
Revenues from contracts with customers | $ 896,777 | $ 1,263,855 | $ 1,151,035 | |
Total other revenues | 25,792 | 33,574 | 34,169 | |
Total revenues | 922,569 | 1,297,429 | $ 1,209,968 | 1,185,204 |
Related Party | ||||
Related Party Transaction [Line Items] | ||||
Revenues from contracts with customers | 7,463 | 8,503 | 8,303 | |
Total other revenues | 16,175 | 23,421 | 22,565 | |
Total revenues | 23,638 | 31,924 | 30,868 | |
Equity Method Investee | ||||
Related Party Transaction [Line Items] | ||||
Lease fees | $ 4,385 | $ 5,253 | $ 9,968 |
DEBT - Schedule of Debt (Detail
DEBT - Schedule of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Feb. 28, 2021 |
Debt Instrument [Line Items] | |||
Long-term debt | $ 548,070 | $ 511,421 | |
Less short-term borrowings and current maturities of long-term debt | (13,247) | (11,656) | |
Total long-term debt | 534,823 | 499,765 | |
Senior Notes | 6.875% Senior Notes | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 394,184 | 392,763 | |
Stated interest rate | 6.875% | 6.875% | |
Secured Debt | NatWest Debt | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 153,886 | 0 | |
Secured Debt | Lombard Debt | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 0 | $ 118,658 |
DEBT - Narrative (Details)
DEBT - Narrative (Details) £ in Millions | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Jan. 27, 2023 GBP (£) | Jan. 31, 2024 GBP (£) aircraft | Jan. 31, 2023 USD ($) aircraft loan | Jan. 31, 2023 GBP (£) aircraft loan | Feb. 28, 2021 USD ($) | Nov. 30, 2016 USD ($) loan | Dec. 31, 2022 USD ($) | Dec. 31, 2023 USD ($) debt_instrument | Dec. 31, 2022 USD ($) | Mar. 31, 2022 USD ($) | |
Debt Instrument [Line Items] | ||||||||||
Proceeds from issuance of long-term debt | £ | £ 138 | £ 145 | ||||||||
Unamortized debt issuance costs | $ 14,200,000 | |||||||||
Repayments of debt | $ 8,560,000 | 142,046,000 | $ 19,213,000 | |||||||
Long-term debt | 511,421,000 | 548,070,000 | $ 511,421,000 | |||||||
Interest | 17,586,000 | $ 39,475,000 | 32,030,000 | |||||||
Subsequent Event | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Proceeds from issuance of long-term debt | £ | £ 55 | |||||||||
NatWest Debt | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instruments, number of agreements | debt_instrument | 2 | |||||||||
NatWest Debt | Sterling Overnight Index Average (SONIA) | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 2.75% | 2.75% | ||||||||
NatWest Debt | Sterling Overnight Index Average (SONIA) | Subsequent Event | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 2.75% | |||||||||
Availability period | 15 months | |||||||||
Senior Notes | 6.875% Senior Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Stated interest rate | 6.875% | 6.875% | ||||||||
Face amount | $ 400,000,000 | |||||||||
Proceeds from issuance of long-term debt | $ 395,000,000 | |||||||||
Redemption price | 101% | |||||||||
Interest expense, debt | 13,800,000 | $ 27,500,000 | 28,000,000 | |||||||
Unamortized debt issuance costs | 7,200,000 | 5,800,000 | 7,200,000 | |||||||
Long-term debt | 392,763,000 | 394,184,000 | 392,763,000 | |||||||
Secured Debt | Lombard Debt | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Face amount | $ 200,000,000 | |||||||||
Interest expense, debt | 3,800,000 | 3,800,000 | ||||||||
Debt instruments, number of agreements | loan | 2 | |||||||||
Debt instrument term | 7 years | |||||||||
Basis spread on variable rate | 2.25% | |||||||||
Repayments of debt | $ 129,100,000 | 8,600,000 | $ 13,100,000 | |||||||
Interest payment | 600,000 | |||||||||
Long-term debt | 118,658,000 | 0 | 118,658,000 | |||||||
Secured Debt | NatWest Debt | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Unamortized debt issuance costs | 8,400,000 | |||||||||
Debt instruments, number of agreements | loan | 2 | 2 | ||||||||
Debt instrument term | 13 years | 13 years | ||||||||
Debt instrument, helicopters secured | aircraft | 10 | 10 | ||||||||
Principal payment | 13,000,000 | 11,400,000 | ||||||||
Long-term debt | 0 | 153,886,000 | 0 | |||||||
Secured Debt | NatWest Debt | Subsequent Event | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument term | 12 years | |||||||||
Debt instrument, helicopters secured | aircraft | 4 | |||||||||
Line of Credit | ABL Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum borrowing capacity | 85,000,000 | |||||||||
Line of Credit | ABL Facility | Revolving Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum borrowing capacity | 600,000 | 3,100,000 | 600,000 | |||||||
Maximum borrowing capacity increase | 120,000,000 | |||||||||
Long-term debt | $ 0 | $ 0 | $ 0 |
DEBT - Long-term Debt Maturitie
DEBT - Long-term Debt Maturities (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Debt Disclosure [Abstract] | |
Unamortized debt issuance costs | $ 14,200 |
Maturities of Long-term Debt [Abstract] | |
2024 | 13,247 |
2025 | 13,247 |
2026 | 13,247 |
2027 | 13,247 |
2028 | 413,247 |
Thereafter | 96,042 |
Long-term debt | $ 562,277 |
FAIR VALUE DISCLOSURES - Fair V
FAIR VALUE DISCLOSURES - Fair Value of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Feb. 28, 2021 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Unamortized debt issuance costs | $ 14,200 | ||
Senior Notes | 6.875% Senior Notes | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Stated interest rate | 6.875% | 6.875% | |
Unamortized debt issuance costs | $ 5,800 | $ 7,200 | |
Secured Debt | NatWest Debt | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Unamortized debt issuance costs | 8,400 | ||
Secured Debt | Lombard Debt | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Unamortized discount | 7,000 | ||
Carrying Amount | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 548,070 | 511,421 | |
Carrying Amount | Senior Notes | 6.875% Senior Notes | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 394,184 | 392,763 | |
Carrying Amount | Secured Debt | NatWest Debt | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 153,886 | ||
Carrying Amount | Secured Debt | Lombard Debt | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 118,658 | ||
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 | Senior Notes | 6.875% Senior Notes | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 0 | 0 | |
Level 1 | Fair Value | Secured Debt | NatWest Debt | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 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 | ||
Level 2 | Fair Value | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 545,535 | 486,987 | |
Level 2 | Fair Value | Senior Notes | 6.875% Senior Notes | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 383,068 | 366,629 | |
Level 2 | Fair Value | Secured Debt | NatWest Debt | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 162,467 | ||
Level 2 | Fair Value | Secured Debt | Lombard Debt | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 120,358 | ||
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 | Senior Notes | 6.875% Senior Notes | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | 0 | 0 | |
Level 3 | Fair Value | Secured Debt | NatWest Debt | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term debt, fair value | $ 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 |
DERIVATIVE FINANCIAL INSTRUME_3
DERIVATIVE FINANCIAL INSTRUMENTS - Narrative (Details) - Cash Flow Hedging - Designated as Hedging Instrument - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Derivative, maturities | 15 months | |
Notional amount | $ 254.7 | $ 134.7 |
Cash flow hedge loss to be reclassified within 12 months | $ 0.9 |
DERIVATIVE FINANCIAL INSTRUME_4
DERIVATIVE FINANCIAL INSTRUMENTS - Schedule of Fair Value of Derivative Instrument (Details) - Foreign Exchange Forward - Designated as Hedging Instrument - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Derivatives, Fair Value [Line Items] | ||
Fair Value Asset Derivatives | $ 2,557 | $ 1,590 |
Fair Value Liability Derivatives | $ 1,200 | $ 144 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) $ in Millions | Dec. 31, 2023 USD ($) helicopter | Jul. 31, 2021 USD ($) |
Other Commitments [Line Items] | ||
Gain contingency | $ | $ 9 | |
AW189 Heavy Helicopters | ||
Other Commitments [Line Items] | ||
Number of helicopters | 6 | |
Additional helicopters | 6 | |
AW139 Medium Helicopters | ||
Other Commitments [Line Items] | ||
Number of helicopters | 6 | |
AW169 Light Twin Helicopters | ||
Other Commitments [Line Items] | ||
Number of helicopters | 5 | |
H135 light twin helicopters | ||
Other Commitments [Line Items] | ||
Number of helicopters | 5 | |
Additional helicopters | 10 | |
Aircraft | ||
Other Commitments [Line Items] | ||
Purchase obligations | $ | $ 307.3 | |
Deposits paid on options not yet exercised | $ | 0.8 | |
Purchase commitment, available to cancel | $ | 35.6 | |
Unrecorded unconditional purchase obligation balance sheet amount related to liquidated damage | $ | $ 1.1 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) | Dec. 31, 2023 |
Low | |
Lessee, Lease, Description [Line Items] | |
Term of lease | 1 year |
High | |
Lessee, Lease, Description [Line Items] | |
Term of lease | 55 years |
Aircraft | |
Lessee, Lease, Description [Line Items] | |
Term of lease | 143 months |
Renewal term | 48 months |
LEASES - Operating Leases (Deta
LEASES - Operating Leases (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2023 | Mar. 31, 2022 | |
Leases [Abstract] | |||
Operating lease right-of-use assets | $ 240,977 | $ 287,939 | |
Current portion of operating lease liabilities | 76,261 | 75,288 | |
Operating lease liabilities | 165,955 | 214,957 | |
Total operating lease liabilities | 242,216 | 290,245 | |
Cash paid for operating leases | 69,669 | 106,408 | $ 100,339 |
ROU assets obtained in exchange for lease obligations | $ 107,034 | $ 135,650 | $ 34,185 |
Weighted average remaining lease term | 5 years | 5 years | 4 years |
Weighted average discount rate | 6.09% | 6.38% | 6.13% |
LEASES - Rent Expense (Details)
LEASES - Rent Expense (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2023 | Mar. 31, 2022 | |
All operating leases | |||
Lessee, Lease, Description [Line Items] | |||
Rent expense | $ 74,378 | $ 102,729 | $ 106,180 |
Aircraft | |||
Lessee, Lease, Description [Line Items] | |||
Rent expense | $ 57,976 | $ 80,889 | $ 83,788 |
LEASES - Operating Lease Maturi
LEASES - Operating Lease Maturity Table (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Operating Leased Assets [Line Items] | |
2024 | $ 90,657 |
2025 | 80,586 |
2026 | 65,716 |
2027 | 41,325 |
2028 | 26,351 |
Thereafter | 35,228 |
Operating lease liability payments due | 339,863 |
Aircraft | |
Operating Leased Assets [Line Items] | |
2024 | 79,109 |
2025 | 71,167 |
2026 | 58,117 |
2027 | 36,325 |
2028 | 22,214 |
Thereafter | 25,713 |
Operating lease liability payments due | 292,645 |
Other | |
Operating Leased Assets [Line Items] | |
2024 | 11,548 |
2025 | 9,419 |
2026 | 7,599 |
2027 | 5,000 |
2028 | 4,137 |
Thereafter | 9,515 |
Operating lease liability payments due | $ 47,218 |
INTANGIBLES - Intangible Assets
INTANGIBLES - Intangible Assets by Type (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Dec. 31, 2023 | |
Finite-lived Intangible Assets [Roll Forward] | ||
Intangible assets - beginning balance | $ 151,321 | $ 147,151 |
Additions | 7,037 | |
Write-offs | (5,187) | |
Translation | (6,020) | 3,684 |
Intangible assets - ending balance | 147,151 | 150,835 |
Accumulated amortization of intangible assets - beginning balance | (67,400) | (81,336) |
Amortization expense | (13,936) | (21,056) |
Accumulated amortization of intangible assets - ending balance | (81,336) | $ (102,392) |
Weighted average remaining contractual life, in years | 7 years 1 month 6 days | |
SAR customer contracts | ||
Finite-lived Intangible Assets [Roll Forward] | ||
Intangible assets - beginning balance | 59,240 | $ 62,871 |
Additions | 7,037 | |
Write-offs | 0 | |
Translation | (3,406) | 1,974 |
Intangible assets - ending balance | 62,871 | 64,845 |
Accumulated amortization of intangible assets - beginning balance | (19,455) | (25,935) |
Amortization expense | (6,480) | (11,036) |
Accumulated amortization of intangible assets - ending balance | (25,935) | $ (36,971) |
Weighted average remaining contractual life, in years | 3 years 2 months 12 days | |
PBH | ||
Finite-lived Intangible Assets [Roll Forward] | ||
Intangible assets - beginning balance | 92,081 | $ 84,280 |
Additions | 0 | |
Write-offs | (5,187) | |
Translation | (2,614) | 1,710 |
Intangible assets - ending balance | 84,280 | 85,990 |
Accumulated amortization of intangible assets - beginning balance | (47,945) | (55,401) |
Amortization expense | (7,456) | (10,020) |
Accumulated amortization of intangible assets - ending balance | $ (55,401) | $ (65,421) |
Weighted average remaining contractual life, in years | 12 years 4 months 24 days |
INTANGIBLES - Future Amortizati
INTANGIBLES - Future Amortization Expense (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
2024 | $ 19,038 |
2025 | 17,617 |
2026 | 9,025 |
2027 | 1,052 |
2028 | 535 |
Thereafter | 1,176 |
Future intangible assets amortization expense | 48,443 |
SAR customer contracts | |
Finite-Lived Intangible Assets [Line Items] | |
2024 | 9,156 |
2025 | 8,883 |
2026 | 8,766 |
2027 | 793 |
2028 | 276 |
Thereafter | 0 |
Future intangible assets amortization expense | 27,874 |
PBH | |
Finite-Lived Intangible Assets [Line Items] | |
2024 | 9,882 |
2025 | 8,734 |
2026 | 259 |
2027 | 259 |
2028 | 259 |
Thereafter | 1,176 |
Future intangible assets amortization expense | $ 20,569 |
INCOME TAXES - Deferred Tax Ass
INCOME TAXES - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Foreign tax credits | $ 19,456 | $ 30,142 |
Net operating losses | 153,068 | 155,532 |
Pension liability | (269) | 5,383 |
Interest expense limitation | 49,431 | 42,995 |
Accrued expenses not currently deductible | 18,367 | 14,439 |
Lease liabilities | 34,553 | 36,101 |
Other | 6,544 | 10,771 |
Gross deferred tax assets | 281,150 | 295,363 |
Valuation allowance | (155,411) | (159,648) |
Total deferred tax assets | 125,739 | 135,715 |
Deferred tax liabilities: | ||
Property and equipment | (99,684) | (96,121) |
Inventories | (1,366) | (2,152) |
Investment in foreign subsidiaries and unconsolidated affiliates | (6,365) | (14,059) |
Right-of-use lease asset | (34,496) | (35,135) |
Intangibles | (13,245) | (14,440) |
Other | (2,578) | (3,308) |
Total deferred tax liabilities | (157,734) | (165,215) |
Net deferred tax liabilities | $ (31,995) | $ (29,500) |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | |
Tax Credit Carryforward [Line Items] | ||||
Deferred tax assets, net | $ 10,700 | |||
Foreign tax credits | 19,456 | $ 30,142 | ||
Valuation allowance | 155,411 | 159,648 | ||
Additional taxes | 2,500 | |||
Unrecognized tax benefits | 4,173 | 4,067 | $ 3,942 | $ 4,258 |
Unremitted earnings generated by foreign subsidiaries | 211,300 | |||
Valuation Allowance By Deferred Tax Asset, Foreign | ||||
Tax Credit Carryforward [Line Items] | ||||
Valuation allowance | 79,100 | 79,900 | ||
Valuation Allowance By Deferred Tax Asset, State | ||||
Tax Credit Carryforward [Line Items] | ||||
Valuation allowance | 32,400 | 31,600 | ||
Valuation Allowance By Deferred Tax Asset, Interest Expense Limitation | ||||
Tax Credit Carryforward [Line Items] | ||||
Valuation allowance | 27,700 | 17,700 | ||
Valuation Allowance By Deferred Tax Asset, Foreign Tax Credits | ||||
Tax Credit Carryforward [Line Items] | ||||
Valuation allowance | 15,300 | 29,400 | ||
Valuation Allowance By Deferred Tax Asset, Other | ||||
Tax Credit Carryforward [Line Items] | ||||
Valuation allowance | 900 | $ 1,000 | ||
Domestic Tax Authority | ||||
Tax Credit Carryforward [Line Items] | ||||
Net operating losses | 38,000 | |||
State and Local Jurisdiction | ||||
Tax Credit Carryforward [Line Items] | ||||
Net operating losses | 563,400 | |||
Foreign Tax Authority | ||||
Tax Credit Carryforward [Line Items] | ||||
Net operating losses | 27,000 | |||
Foreign Tax Credit Carryforward Expiring 2024 | ||||
Tax Credit Carryforward [Line Items] | ||||
Foreign tax credits | 13,200 | |||
Foreign Tax Credit Carryforward Expiring After 2025 | ||||
Tax Credit Carryforward [Line Items] | ||||
Foreign tax credits | $ 6,300 |
INCOME TAXES - Schedule of Oper
INCOME TAXES - Schedule of Operating Loss Carryforwards (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Operating Loss Carryforwards [Line Items] | ||
Foreign tax credits | $ 19,456 | $ 30,142 |
Interest expense limitation | 49,431 | $ 42,995 |
Deferred Tax Asset, Expiration 2023-2031 | ||
Operating Loss Carryforwards [Line Items] | ||
Foreign tax credits | 19,456 | |
Deferred Tax Asset, Expiration, Indefinite | ||
Operating Loss Carryforwards [Line Items] | ||
Interest expense limitation | 235,384 | |
Foreign Tax Authority | Deferred Tax Asset, Expiration, Indefinite | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating losses | 395,232 | |
State and Local Jurisdiction | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating losses | 563,400 | |
State and Local Jurisdiction | Deferred Tax Asset, Expiration, Indefinite | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating losses | 428,846 | |
State and Local Jurisdiction | Deferred Tax Asset, Expiration, 2023-2040 | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating losses | $ 134,533 |
INCOME TAXES - Components of Lo
INCOME TAXES - Components of Loss Before Benefit (Expense) for Income Taxes (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2023 | Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ (7,692) | $ (39,130) | $ (23,346) |
Foreign | 28,771 | 57,142 | 18,927 |
Income (loss) before income taxes | $ 21,079 | $ 18,012 | $ (4,419) |
INCOME TAXES - Provision (Benef
INCOME TAXES - Provision (Benefit) for Income Taxes (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | |
Current: | ||||
Domestic | $ 3,995 | $ 10,347 | $ 5,971 | |
Foreign | 8,821 | 13,916 | 7,068 | |
Current income tax provision (benefit) | 12,816 | 24,263 | 13,039 | |
Deferred: | ||||
Domestic | (3,419) | (2,568) | (5,945) | |
Foreign | (1,903) | 3,237 | 4,200 | |
Deferred income tax provision (benefit) | (5,322) | 669 | (1,745) | |
Income tax expense | $ 7,494 | $ 24,932 | $ 10,754 | $ 11,294 |
INCOME TAXES - Reconciliation o
INCOME TAXES - Reconciliation of Effective Income Tax Rate (Details) | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2023 | Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |||
Statutory rate | 21% | 21% | 21% |
Net foreign tax on non-U.S. earnings | 49% | 15.50% | (348.20%) |
Foreign earnings double tax relief | (5.00%) | (9.50%) | 25.20% |
Foreign earnings indefinitely reinvested abroad | (28.70%) | (3.40%) | 44.80% |
Change in valuation allowance | (12.90%) | (23.60%) | 16.70% |
Foreign earnings that are currently taxed in the U.S. | 5.90% | 7.40% | (40.50%) |
Changes in prior year estimates | 0.90% | 0% | (3.80%) |
Impact of U.S. withholding tax | 3.60% | 2.20% | (10.10%) |
Impact of tax rate changes | 0% | 2.60% | 0% |
Foreign tax credits | 0% | 76.50% | 0% |
Deferred gains | 0% | 7.90% | 0% |
GILTI income | 0% | 19.80% | 0% |
Other, net | 1.80% | 22% | (45.20%) |
Sale of subsidiaries | 0% | 0% | 22% |
Impairment of foreign investments | 0% | 0% | 62.40% |
Effective income tax rate | 35.60% | 138.40% | (255.70%) |
INCOME TAXES - Unrecognized Tax
INCOME TAXES - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2023 | Mar. 31, 2022 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Unrecognized tax benefits – beginning of period | $ 3,942 | $ 4,067 | $ 4,258 |
Increases for tax positions taken in prior periods | 200 | 106 | 147 |
Decreases for tax positions taken in prior periods | (75) | 0 | (420) |
Decrease related to statute of limitation expirations | 0 | 0 | (43) |
Unrecognized tax benefits – end of period | $ 4,067 | $ 4,173 | $ 3,942 |
SHARE-BASED COMPENSATION - Narr
SHARE-BASED COMPENSATION - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Aug. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized compensation costs | $ 0 | |
Weighted average exercise price, vested and exercisable stock options (in dollars per share) | $ 20.34 | |
Intrinsic value | $ 3,800,000 | |
High | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding stock options, weighted average remaining contractual term | 5 years 9 months 18 days | |
Restricted stock awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Aggregate intrinsic value | $ 11,200,000 | |
Unrecognized compensation costs | $ 18,100,000 | |
Cost not yet recognized, weighted average period | 1 year 9 months 18 days | |
Stock options | Cliff-Based Vesting | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 3 years | |
Stock options | Equal Part Vesting | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 4 years | |
Non-performance Restricted stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 3 years | |
Cash Return On Invested Capital award | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 3 years | |
Performance restricted stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 3 years | |
LTIP | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares available for grant (in shares) | 823,882 | |
Common Stock | LTIP | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares authorized (in shares) | 1,640,000 |
SHARE-BASED COMPENSATION - Sche
SHARE-BASED COMPENSATION - Schedule of Restricted Stock Activity (Details) - Restricted stock awards | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Number of Shares | |
Beginning balance (in shares) | shares | 1,356,379 |
Granted (in shares) | shares | 656,556 |
Vested/release (in shares) | shares | (435,298) |
Cancelled/forfeited (in shares) | shares | (133,962) |
Ending balance (in shares) | shares | 1,443,675 |
Weighted Average Grant Price | |
Beginning balance (in dollars per share) | $ / shares | $ 28.78 |
Granted (in dollars per share) | $ / shares | 24.35 |
Vested/released (in dollars per share) | $ / shares | 24.65 |
Cancelled/forfeited (in dollars per share) | $ / shares | 14.31 |
Ending balance (in dollars per share) | $ / shares | $ 29.36 |
SHARE-BASED COMPENSATION - Sc_2
SHARE-BASED COMPENSATION - Schedule of Stock Option Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Number of Shares | ||
Beginning balance (in shares) | 412,529 | |
Exercised/Released (in shares) | (12,500) | |
Cancelled/Forfeited (in shares) | (1,540) | |
Expired (in shares) | (22,410) | |
Ending balance (in shares) | 376,079 | 412,529 |
Weighted Average Grant Price | ||
Outstanding (in dollars per share) | $ 19.83 | $ 19.99 |
Exercised/Released (in dollars per share) | 10.99 | |
Forfeited/expired (in dollars per share) | 24.67 | |
Expired (in dollars per share) | 27.35 | |
Weighted Average Exercise Price | ||
Outstanding (in dollars per share) | 20.34 | $ 22.11 |
Exercised/released (in dollars per share) | 15.76 | |
Cancelled/forfeited (in dollars per share) | 17.87 | |
Expired (in dollars per share) | $ 55.69 |
DEFINED CONTRIBUTION AND PENS_3
DEFINED CONTRIBUTION AND PENSION PLANS - Narrative (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2023 | Mar. 31, 2022 | |
Retirement Benefits [Abstract] | |||
Match, percent of employee's compensation | 3% | ||
Contribution, percent of employee compensation | 3% | ||
Contributions to defined contribution plans | $ 15.7 | $ 28.4 | $ 21.4 |
Defined benefit plan, assumptions, term of salaries average | 3 years | ||
Defined benefit plan, assumptions, average salaries annual increase | 5% |
DEFINED CONTRIBUTION AND PENS_4
DEFINED CONTRIBUTION AND PENSION PLANS - Change in Projected Benefit Obligations, Fair Value of Plan Assets, and Funded Status (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2023 | Mar. 31, 2022 | |
Change in benefit obligation: | |||
Projected benefit obligation (PBO) at beginning of period | $ 529,956 | $ 367,609 | $ 578,918 |
Service cost | 663 | 42 | 732 |
Interest cost | 8,987 | 17,406 | 9,757 |
Actuarial loss (gain) | (107,835) | (17,939) | (9,592) |
Benefit payments and expenses | (18,481) | (25,771) | (23,418) |
Effect of exchange rate changes | (45,681) | 21,968 | (26,441) |
Projected benefit obligation (PBO) at end of period | 367,609 | 363,315 | 529,956 |
Change in plan assets: | |||
Fair value of assets at beginning of period | 511,786 | 347,520 | 534,768 |
Actual return on assets | (113,510) | 9,836 | 8,633 |
Employer contributions | 11,725 | 14,278 | 16,234 |
Benefit payments and expenses | (18,481) | (25,771) | (23,418) |
Effect of exchange rate changes | (44,000) | 20,767 | (24,431) |
Fair value of assets at end of period | 347,520 | 366,630 | 511,786 |
Reconciliation of funded status: | |||
Accumulated benefit obligation (ABO) | 367,609 | 363,315 | 529,956 |
Projected benefit obligation (PBO) | 367,609 | 363,315 | 529,956 |
Fair value of assets | (347,520) | (366,630) | (511,786) |
Net recognized pension liability (asset) | 20,089 | (3,315) | 18,170 |
Amounts recognized in accumulated other comprehensive loss | $ 12,441 | $ (7,528) | $ (5,962) |
DEFINED CONTRIBUTION AND PENS_5
DEFINED CONTRIBUTION AND PENSION PLANS - Components of Net Periodic Pension Cost (Benefit) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2023 | Mar. 31, 2022 | |
Retirement Benefits [Abstract] | |||||
Service cost for benefits earned during the period | $ 663 | $ 42 | $ 732 | ||
Interest cost on pension benefit obligation | 8,987 | 17,406 | 9,757 | ||
Expected return on assets | (11,347) | (18,321) | (12,290) | ||
Net periodic pension cost (benefit) | $ (1,697) | $ (873) | $ (1,801) | ||
Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Interest Cost, Statement of Income or Comprehensive Income [Extensible Enumeration] | Total costs and expenses | Total costs and expenses | Total costs and expenses | ||
Defined Benefit Plan, Net Periodic Benefit (Cost) Credit, Expected Return (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Total costs and expenses | Total costs and expenses | Total costs and expenses |
DEFINED CONTRIBUTION AND PENS_6
DEFINED CONTRIBUTION AND PENSION PLANS - Actuarial Assumptions (Details) | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2023 | Mar. 31, 2022 | |
Retirement Benefits [Abstract] | |||
Discount rate | 2.70% | 4.80% | 2% |
Expected long-term rate of return on assets | 3.22% | 5.02% | 2.42% |
Pension increase rate | 3.40% | 3.10% | 3% |
DEFINED CONTRIBUTION AND PENS_7
DEFINED CONTRIBUTION AND PENSION PLANS - Actuarial Assumptions (Details) | Dec. 31, 2023 | Dec. 31, 2022 |
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | ||
Target allocation | 100% | 100% |
Actual allocation | 100% | 100% |
Equity securities | ||
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | ||
Target allocation | 20.90% | 14.40% |
Actual allocation | 21.90% | 20.50% |
Debt securities | ||
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | ||
Target allocation | 24.70% | 19% |
Actual allocation | 38.40% | 29.80% |
Property | ||
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | ||
Target allocation | 5.90% | 6.70% |
Actual allocation | 4.60% | 6.80% |
Other assets | ||
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | ||
Target allocation | 48.50% | 59.90% |
Actual allocation | 35.10% | 42.90% |
DEFINED CONTRIBUTION AND PENS_8
DEFINED CONTRIBUTION AND PENSION PLANS - Allocation of Plan Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Mar. 31, 2021 |
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Total fair value investments | $ 366,630 | $ 347,520 | $ 511,786 | $ 534,768 |
Fair Value, Inputs, Level 1, 2 and 3 | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Total fair value investments | 329,403 | 304,937 | ||
Fair Value, Inputs, Level 1, 2 and 3 | Cash and cash equivalents | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Total fair value investments | 20,524 | 13,352 | ||
Fair Value, Inputs, Level 1, 2 and 3 | Equity investments - UK | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Total fair value investments | 510 | 962 | ||
Fair Value, Inputs, Level 1, 2 and 3 | Equity investments - non-UK | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Total fair value investments | 2,932 | 2,165 | ||
Fair Value, Inputs, Level 1, 2 and 3 | Insurance linked securities | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Total fair value investments | 382 | 25,141 | ||
Fair Value, Inputs, Level 1, 2 and 3 | Liquid credit | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Total fair value investments | 49,334 | 7,819 | ||
Fair Value, Inputs, Level 1, 2 and 3 | Alternative investments | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Total fair value investments | 52,521 | 42,222 | ||
Fair Value, Inputs, Level 1, 2 and 3 | Diversified growth (absolute return) funds | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Total fair value investments | 892 | 722 | ||
Fair Value, Inputs, Level 1, 2 and 3 | Government debt securities | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Total fair value investments | 90,127 | 102,488 | ||
Fair Value, Inputs, Level 1, 2 and 3 | Corporate debt securities | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Total fair value investments | 1,402 | 1,203 | ||
Fair Value, Inputs, Level 1, 2 and 3 | Insurance policy | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Total fair value investments | 110,779 | 108,863 | ||
Level 1 | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Total fair value investments | 13,257 | 9,262 | ||
Level 1 | Cash and cash equivalents | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Total fair value investments | 6,629 | 3,729 | ||
Level 1 | Equity investments - UK | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Total fair value investments | 510 | 962 | ||
Level 1 | Equity investments - non-UK | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Total fair value investments | 2,932 | 2,165 | ||
Level 1 | Insurance linked securities | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Total fair value investments | 0 | 0 | ||
Level 1 | Liquid credit | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Total fair value investments | 0 | 0 | ||
Level 1 | Alternative investments | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Total fair value investments | 0 | 0 | ||
Level 1 | Diversified growth (absolute return) funds | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Total fair value investments | 892 | 722 | ||
Level 1 | Government debt securities | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Total fair value investments | 892 | 481 | ||
Level 1 | Corporate debt securities | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Total fair value investments | 1,402 | 1,203 | ||
Level 1 | Insurance policy | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Total fair value investments | 0 | 0 | ||
Level 2 | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Total fair value investments | 204,985 | 161,671 | ||
Level 2 | Cash and cash equivalents | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Total fair value investments | 13,895 | 9,623 | ||
Level 2 | Equity investments - UK | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Total fair value investments | 0 | 0 | ||
Level 2 | Equity investments - non-UK | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Total fair value investments | 0 | 0 | ||
Level 2 | Insurance linked securities | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Total fair value investments | 0 | 0 | ||
Level 2 | Liquid credit | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Total fair value investments | 49,334 | 7,819 | ||
Level 2 | Alternative investments | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Total fair value investments | 52,521 | 42,222 | ||
Level 2 | Diversified growth (absolute return) funds | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Total fair value investments | 0 | 0 | ||
Level 2 | Government debt securities | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Total fair value investments | 89,235 | 102,007 | ||
Level 2 | Corporate debt securities | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Total fair value investments | 0 | 0 | ||
Level 2 | Insurance policy | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Total fair value investments | 0 | 0 | ||
Level 3 | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Total fair value investments | 111,161 | 134,004 | ||
Level 3 | Cash and cash equivalents | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Total fair value investments | 0 | 0 | ||
Level 3 | Equity investments - UK | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Total fair value investments | 0 | 0 | ||
Level 3 | Equity investments - non-UK | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Total fair value investments | 0 | 0 | ||
Level 3 | Insurance linked securities | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Total fair value investments | 382 | 25,141 | ||
Level 3 | Liquid credit | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Total fair value investments | 0 | 0 | ||
Level 3 | Alternative investments | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Total fair value investments | 0 | 0 | ||
Level 3 | Diversified growth (absolute return) funds | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Total fair value investments | 0 | 0 | ||
Level 3 | Government debt securities | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Total fair value investments | 0 | 0 | ||
Level 3 | Corporate debt securities | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Total fair value investments | 0 | 0 | ||
Level 3 | Insurance policy | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Total fair value investments | 110,779 | 108,863 | ||
Net asset value | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Total fair value investments | $ 37,227 | $ 42,583 |
DEFINED CONTRIBUTION AND PENS_9
DEFINED CONTRIBUTION AND PENSION PLANS - Estimated Future Benefit Payments (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Payments | |
2024 | $ 10,619 |
2025 | 5,099 |
2026 | 5,099 |
2027 | 5,099 |
2028 | 5,099 |
Thereafter | $ 0 |
STOCKHOLDERS_ EQUITY AND ACCU_3
STOCKHOLDERS’ EQUITY AND ACCUMULATED OTHER COMPREHENSIVE INCOME - Narrative (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Aug. 31, 2022 |
Equity [Abstract] | ||
Stock repurchase program, authorized amount | $ 40 | |
Stock repurchase program, remaining authorized repurchase amount | $ 40 |
STOCKHOLDERS_ EQUITY AND ACCU_4
STOCKHOLDERS’ EQUITY AND ACCUMULATED OTHER COMPREHENSIVE INCOME - Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2023 | Mar. 31, 2022 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||
Beginning balance | $ 835,368 | $ 786,939 | $ 897,071 |
Foreign exchange rate impact | (48,368) | 23,749 | (25,274) |
Ending balance | 786,939 | 823,179 | 835,368 |
Currency Translation Adjustments | |||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||
Beginning balance | 5,643 | (45,350) | 32,646 |
Other comprehensive loss before reclassification | (48,368) | 21,370 | (25,274) |
Reclassified from accumulated other comprehensive income | 0 | 0 | 0 |
Net current period other comprehensive income (loss) | (48,368) | 21,370 | (25,274) |
Foreign exchange rate impact | (2,625) | 2,379 | (1,729) |
Ending balance | (45,350) | (21,601) | 5,643 |
Pension Liability Adjustments | |||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||
Beginning balance | (30,274) | (40,090) | (37,965) |
Other comprehensive loss before reclassification | 0 | 0 | 0 |
Reclassified from accumulated other comprehensive income | (12,441) | 7,528 | 5,962 |
Net current period other comprehensive income (loss) | (12,441) | 7,528 | 5,962 |
Foreign exchange rate impact | 2,625 | (2,379) | 1,729 |
Ending balance | (40,090) | (34,941) | (30,274) |
Unrealized gain (loss) on cash flow hedges | |||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||
Beginning balance | 1,181 | 1,383 | (1,596) |
Other comprehensive loss before reclassification | (455) | (84) | 0 |
Reclassified from accumulated other comprehensive income | 657 | 600 | 2,777 |
Net current period other comprehensive income (loss) | 202 | 516 | 2,777 |
Foreign exchange rate impact | 0 | 0 | 0 |
Ending balance | 1,383 | 1,899 | 1,181 |
Total | |||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||
Beginning balance | (23,450) | (84,057) | (6,915) |
Other comprehensive loss before reclassification | (48,823) | 21,286 | (25,274) |
Reclassified from accumulated other comprehensive income | (11,784) | 8,128 | 8,739 |
Net current period other comprehensive income (loss) | (60,607) | 29,414 | (16,535) |
Foreign exchange rate impact | 0 | 0 | 0 |
Ending balance | $ (84,057) | $ (54,643) | $ (23,450) |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | |
Income (loss): | ||||
Net income (loss) attributable to Bristow Group Inc. | $ 13,528 | $ (6,780) | $ 9,215 | $ (15,791) |
Shares of common stock: | ||||
Basic (in shares) | 28,066,000 | 28,139,000 | 28,104,000 | 28,533,000 |
Effect of dilutive stock options and restricted stock (in shares) | 508,000 | 0 | 0 | |
Weighted average number of common shares outstanding – diluted (in shares) | 28,574,000 | 28,139,000 | 28,406,000 | 28,533,000 |
Basic (in dollars per share) | $ 0.48 | $ (0.24) | $ 0.33 | $ (0.55) |
Diluted (in dollars per share) | $ 0.47 | $ (0.24) | $ 0.32 | $ (0.55) |
Outstanding shares (in shares) | 1,276,783 | 1,920,901 | 1,573,745 |
SEGMENT AND GEOGRAPHIC AREA I_3
SEGMENT AND GEOGRAPHIC AREA INFORMATION - Narrative (Details) | 12 Months Ended |
Dec. 31, 2023 segment region | |
Segment Reporting [Abstract] | |
Number of operating segments | segment | 1 |
Number of regions | region | 4 |
SEGMENT AND GEOGRAPHIC AREA I_4
SEGMENT AND GEOGRAPHIC AREA INFORMATION - Schedule of Percentages Of Operating Revenues By Major Customers (Details) - Customer Concentration Risk - Revenue Benchmark | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2023 | Mar. 31, 2022 | |
Top 3 Customers | |||
Segment Reporting Information [Line Items] | |||
Concentration risk, percentage | 34.40% | 32.90% | 37.70% |
Customer A | |||
Segment Reporting Information [Line Items] | |||
Concentration risk, percentage | 19.40% | 18.50% | 20.30% |
Customer B | |||
Segment Reporting Information [Line Items] | |||
Concentration risk, percentage | 9% | 8.80% | 11.10% |
Customer C | |||
Segment Reporting Information [Line Items] | |||
Concentration risk, percentage | 6% | 5.60% | 6.30% |
SEGMENT AND GEOGRAPHIC AREA I_5
SEGMENT AND GEOGRAPHIC AREA INFORMATION - Revenue by Segment (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | |
Segment Reporting Information [Line Items] | ||||
Revenues | $ 922,569 | $ 1,297,429 | $ 1,209,968 | $ 1,185,204 |
Other | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 358 | 0 | 1,462 | |
Europe | Reportable Geographical Components | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 492,981 | 721,553 | 662,421 | |
Americas | Reportable Geographical Components | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 287,975 | 366,214 | 379,623 | |
Africa | Reportable Geographical Components | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 77,038 | 122,638 | 69,663 | |
Asia Pacific | Reportable Geographical Components | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | $ 64,217 | $ 87,024 | $ 72,035 |
SEGMENT AND GEOGRAPHIC AREA I_6
SEGMENT AND GEOGRAPHIC AREA INFORMATION - Operating Performance and Total Assets by Segment (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | |
Segment Reporting Information [Line Items] | ||||
Gains (losses) on disposal of assets | $ (480) | $ 1,112 | $ (521) | $ 1,347 |
Operating income | 29,871 | 60,751 | 25,999 | 1,183 |
Assets | 1,812,001 | 1,937,278 | 1,812,001 | |
Other | ||||
Segment Reporting Information [Line Items] | ||||
Operating income (loss) | (62,700) | (94,207) | (92,515) | |
Assets | 193,313 | 78,216 | 193,313 | |
Europe | Reportable Geographical Components | ||||
Segment Reporting Information [Line Items] | ||||
Operating income (loss) | 45,020 | 52,017 | 62,082 | |
Assets | 1,012,291 | 1,186,587 | 1,012,291 | |
Americas | Reportable Geographical Components | ||||
Segment Reporting Information [Line Items] | ||||
Operating income (loss) | 46,208 | 62,614 | 71,571 | |
Assets | 484,410 | 525,050 | 484,410 | |
Africa | Reportable Geographical Components | ||||
Segment Reporting Information [Line Items] | ||||
Operating income (loss) | (986) | 27,959 | (27,848) | |
Assets | 84,528 | 88,445 | 84,528 | |
Asia Pacific | Reportable Geographical Components | ||||
Segment Reporting Information [Line Items] | ||||
Operating income (loss) | 2,809 | 11,256 | $ (13,454) | |
Assets | $ 37,459 | $ 58,980 | $ 37,459 |
SEGMENT AND GEOGRAPHIC AREA I_7
SEGMENT AND GEOGRAPHIC AREA INFORMATION - Revenues and Long-Lived Assets by Geographic Location (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenues from related parties | $ 922,569 | $ 1,297,429 | $ 1,209,968 | $ 1,185,204 |
Total long-lived assets | 1,156,228 | 1,215,705 | 1,156,228 | |
UK | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues from related parties | 305,862 | 436,419 | 406,089 | |
Total long-lived assets | 649,711 | 643,592 | 649,711 | |
Norway | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues from related parties | 179,724 | 240,793 | 256,461 | |
Total long-lived assets | 110,466 | 176,424 | 110,466 | |
U.S. | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues from related parties | 149,171 | 216,588 | 196,693 | |
Total long-lived assets | 292,335 | 183,363 | 292,335 | |
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues from related parties | 287,812 | 403,629 | $ 325,961 | |
Total long-lived assets | $ 103,716 | $ 212,326 | $ 103,716 |
TRANSITION PERIOD COMPARATIVE_3
TRANSITION PERIOD COMPARATIVE DATA - Schedule of Selected Interim Reporting Financial Information (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | |
Condensed income statement | |||||
Total revenues from related parties | $ 922,569 | $ 1,297,429 | $ 1,209,968 | $ 1,185,204 | |
Total costs and expenses | 888,492 | 1,244,955 | 1,179,397 | 1,158,795 | |
Loss on impairment | (5,187) | 0 | (5,187) | (24,835) | |
Gains (losses) on disposal of assets | (480) | 1,112 | (521) | 1,347 | |
Earnings (losses) from unconsolidated affiliates | 1,461 | 7,165 | 1,136 | (1,738) | |
Operating income | 29,871 | 60,751 | 25,999 | 1,183 | |
Total other income (expense), net | (8,792) | (42,739) | (6,036) | (5,602) | |
Income tax expense | (7,494) | (24,932) | (10,754) | (11,294) | |
Net loss (income) attributable to noncontrolling interests | (57) | 140 | 6 | (78) | |
Net income (loss) attributable to Bristow Group Inc. | $ 13,528 | $ (6,780) | $ 9,215 | $ (15,791) | |
Earnings (losses) per common share: | |||||
Basic (in dollars per share) | $ 0.48 | $ (0.24) | $ 0.33 | $ (0.55) | |
Diluted (in dollars per share) | $ 0.47 | $ (0.24) | $ 0.32 | $ (0.55) | |
Weighted average shares of common stock outstanding: | |||||
Basic (in shares) | 28,066 | 28,139 | 28,104 | 28,533 | |
Diluted (in shares) | 28,574 | 28,139 | 28,406 | 28,533 | |
Condensed cash flows | |||||
Net cash provided by (used in) operating activities | $ (13,304) | $ 32,037 | $ (7,727) | $ 123,854 | |
Net cash used in investing activities | (44,142) | (47,319) | (51,984) | (17,370) | |
Net cash provided by (used in) financing activities | (20,732) | 22,035 | (24,623) | (63,483) | |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (24,153) | 13,226 | (29,445) | (8,066) | |
Net increase (decrease) in cash, cash equivalents and restricted cash | (102,331) | 19,979 | (113,779) | 34,935 | |
Cash, cash equivalents and restricted cash at beginning of period | 266,014 | 163,683 | 277,462 | 231,079 | |
Cash, cash equivalents and restricted cash at end of period | 163,683 | 183,662 | 163,683 | 266,014 | |
Condensed balance sheets | |||||
Total assets | 1,812,001 | 1,937,278 | 1,812,001 | ||
Total liabilities | 1,025,062 | 1,114,099 | 1,025,062 | ||
Total stockholders’ equity | $ 786,939 | $ 823,179 | $ 786,939 | $ 835,368 | $ 897,071 |